Common use of Covenants Not to Compete Clause in Contracts

Covenants Not to Compete. For purposes of this Agreement, the term “Non- Compete Period” shall mean a period from the date hereof until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my employment with the Company, or in the event of a termination or expiration for any other reason, one (1) year immediately following the termination or expiration of my employment with the Company. During the Non-Compete Period, I covenant and agree that I will not, directly or indirectly, (i) own or hold, directly or beneficially, as a shareholder (other than as a shareholder with less than 3% of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business within the Restricted Area (any of the foregoing, a “Restricted Company”) or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities within the Restricted Area. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as (x) my employment is not within a division of my new employer that engages in the Restricted Business within the Restricted Area, (y) during the course of such employment, I do not communicate related to Restricted Activities with any division of my new employer engaged in the Restricted Business within the Restricted Area and (z) I do not engage in the Restricted Activities within the Restricted Area.

Covenants Not to Compete. For purposes Except in connection with his performance of this Agreementservices for the Company or any other HMC Entity and/or to the extent otherwise expressly permitted herein, at all times while the term “Non- Compete Period” shall mean Employee is employed by the Company or any other HMC Entity and for a period from of (i) six (6) months immediately following termination of the date hereof until Employee’s employment with the Company or any HMC Entity if such termination is without Cause (as defined in the case of a Fault Event, Section 12(b) below) or (ii) two (2) years immediately following termination of the date of termination or expiration of my Employee’s employment with the Company, Company or any HMC Entity for Cause or in the event of a termination or expiration of employment by the Employee for any other reason, one (1) year immediately following the termination or expiration of my employment with the Company. During the Non-Compete Period, I covenant and agree that I will Employee shall not, directly or indirectly, engage in or have any interest in, or assist or render services (i) own whether or holdnot for compensation, directly or beneficially, and whether as a shareholder (other than as a shareholder with less than 3% of the outstanding common stock of a publicly traded corporation)director, option holderofficer, warrant holdermanaging member, partner, member shareholder, creditor, employee, agent, advisor or other equity consultant) to or security owner or holder of for any company sole proprietorship, corporation, company, limited liability company, partnership, association, venture or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), or any company other person or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business within the Restricted Area entity (any of the foregoing, a “Restricted Company”) or (ii) engage or participate whether as an employee, director, officer, manager, executivedirector, partner, independent contractorshareholder, managing member, venturer, agent, security or equity holder, creditor, consultant or technical or business advisor otherwise) that directly (or through any foreign equivalents affiliated entity) competes or expects to compete with the Company’s business anywhere in the United States, Canada or Europe; provided, however, that this Section 9(a) shall not prohibit the Employee’s ownership, solely as an investment, of securities of any issuer that are registered under Section 12(b) or 12(g) of the foregoing) Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in the Restricted Activities within the Restricted Area. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company common use, so long as the Employee does not (xA) my employment is not within a division directly or indirectly own (legally or beneficially) or control more than five percent (5%) of my new employer that engages in the Restricted Business within the Restricted Area, (y) during the course any class of capital stock or other equity of such employmentissuer, I do not communicate related to Restricted Activities with or (B) control, acquire a controlling interest in or become a member of a group which exceeds such five percent (5%) ownership or exercises direct or indirect control of such issuer. For purposes hereof, the Company’s business shall mean the hosting unofficial celebrity fan web sites and any division of my new employer engaged in and all current businesses operated by the Restricted Business within the Restricted Area Company and (z) I do not engage in the Restricted Activities within the Restricted Areaits affiliates.

Covenants Not to Compete. For purposes of this Agreement, the term “Non- Compete Period” shall mean a period from the date hereof until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my employment with the Company, or in the event of a termination or expiration for any other reason, for a period of one (1) year immediately following the termination or expiration of my employment with the Company. During the Non-Compete Period, I covenant and agree that I will not, directly or indirectly, (i) own or hold, directly or beneficially, as a shareholder (other than as a shareholder with less than 3% of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business within the Restricted Area (any of the foregoing, a “Restricted Company”) or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities within the Restricted Area. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as (x) my employment is not within a division of my new employer that engages in the Restricted Business within the Restricted Area, (y) during the course of such employment, I do not communicate related to Restricted Activities with any division of my new employer engaged in the Restricted Business within the Restricted Area and (z) I do not engage in the Restricted Activities within the Restricted Area.

Covenants Not to Compete. For purposes of this Agreement, the term “Non- Compete Period” shall mean a period from the date hereof until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my employment with the Company, or in the event of a termination or expiration for any other reason, one (1) year immediately following the termination or expiration of my employment with the Company. During the Non-Compete Period, I covenant and agree that I will not, directly or indirectly, (i) own or hold, directly or beneficially, as a shareholder (other than as a shareholder with less than 3% of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business within the Restricted Area (any of the foregoing, a “Restricted Company”) or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities within the Restricted Area. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as (x) my employment is not within a division of my new employer that engages in the Restricted Business within the Restricted Area, (y) during the course of such employment, I do not communicate related to Restricted Activities with any division of my new employer engaged in the Restricted Business within the Restricted Area and (z) I do not engage in the Restricted Activities within the Restricted Area.

Covenants Not to Compete. For purposes of this Agreement, the term “"Non- Compete Period” " shall mean a period from the date hereof until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my employment with the Company, or in the event of a termination or expiration for any other reason, for a period of one (1) year immediately following the termination or expiration of my employment with the Company. During the Non-Compete Period, I covenant and agree that I will not, directly or indirectly, (i) own or hold, directly or beneficially, as a shareholder (other than as a shareholder with less than 31% of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business within the Restricted Area (any of the foregoing, a “"Restricted Company”") or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities within the Restricted Area. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as (x) my employment is not within a division of my new employer that engages in the Restricted Business within the Restricted Area, (y) during the course of such employment, I do not communicate related to Restricted Activities with any division of my new employer engaged in the Restricted Business within the Restricted Area and (z) I do not engage in the Restricted Activities within the Restricted Area.

Covenants Not to Compete. For purposes of this Agreement, the term “Non- "Non-Compete Period” " shall mean a period from the date hereof until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my employment with the Company, or in the event of a termination or expiration for any other reason, for a period of one (1) year immediately following the termination or expiration of my employment with the Company. During the Non-Compete Period, I covenant and agree that I will not, directly or indirectly, (i) own or hold, directly or beneficially, as a shareholder (other than as a shareholder with less than 31% of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business within the Restricted Area (any of the foregoing, a “"Restricted Company”") or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities within the Restricted Area. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as (x) my employment is not within a division of my new employer that engages in the Restricted Business within the Restricted Area, (y) during the course of such employment, I do not communicate related to Restricted Activities with any division of my new employer engaged in the Restricted Business within the Restricted Area and (z) I do not engage in the Restricted Activities within the Restricted Area.

Covenants Not to Compete. (a) During the Covered Period (as ------------------------ defined below), the Executive shall not any where in North America, directly or indirectly, with or without compensation, engage in, be employed by or control, advise, manage, finance or receive any economic benefit from, or have any interest (whether as a shareholder, director, officer, employee, subcontractor, partner, consultant, agent or otherwise) in, any business, company, firm or other entity which is engaged in, or conducts activities substantially similar to or likely to be competitive with the business of the Company as conducted from the Commencement Date until the date of termination of this Agreement (the "Competitive Business"); provided, however, that nothing herein shall prohibit the Executive from owning not more than five (5%) percent of the outstanding stock of any publicly held corporation. Without limiting the foregoing, during the Covered Period, the Executive shall not, in competition with the Competitive Business, (A) solicit or deal with any supplier, contractor or customer of the Company; (B) seek to persuade any employee of the Company, or any of its subsidiaries or divisions to discontinue his or her status or employment therewith; or (C) hire or retain any employee of the Company or any of its subsidiaries or divisions. (b) For purposes of this Employment Agreement, the term “Non- Compete "Covered Period” " shall mean a period extend (i) from the date hereof Commencement Date until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my this Agreement and for a period of three (3) years thereafter, if the Executive shall terminate his employment with the Company, without cause, at any time during the Employment Term (including during any Extension Period); or in (ii) from the event Commencement Date until the date of termination of this Agreement and for a termination or expiration for any other reason, period of one (1) year immediately following thereafter, if the termination or expiration of my Company shall exercise its option to extend the Executive's employment hereunder for an Extension Period and the Executive shall determine not to so extend his employment with the Company. During . (c) If the Non-Compete PeriodExecutive shall continue to be employed by the Company through December 31, I covenant 2004, the provisions of Section 8(a) above shall not apply and, lieu thereof, the Executive agrees that, from the Commencement Date until the date of termination of this Agreement and agree that I will notfor a period of one (1) year thereafter, the Executive shall not any where in North America, directly or indirectly, (i) own on behalf of any business, company, firm or holdother entity which is engaged in, directly or beneficially, as a shareholder (other than as a shareholder conducts activities substantially similar to or likely to be competitive with less than 3% the business of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue Company as conducted from the Restricted Business Commencement Date until the date of termination of this Agreement, (as defined belowA) within seek to persuade any employee of the Restricted Area (as defined below), Company or any company of its subsidiaries or business controlling, controlled by divisions to discontinue his or under common control with her status or employment therewith; or (B) hire or retain any company employee of the Company or business directly engaged in such Restricted Business within the Restricted Area (any of its subsidiaries or divisions. (d) In the foregoing, a “Restricted Company”) event that the provisions of this Section 8 should ever be deemed to exceed the time or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (geographic limitations or any foreign equivalents of other limitations permitted by applicable law, then such provisions shall be deemed amended to the foregoing) in the Restricted Activities within the Restricted Areamaximum permitted by applicable law. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as The Executive specifically acknowledges and agrees that (x) my employment is not within a division the remedy at law for any breach of my new employer that engages in the Restricted Business within the Restricted Areaforegoing covenants will be inadequate, and (y) during the course of such employmentCompany, I do not communicate related in addition to Restricted Activities with any division of my new employer engaged other relief available to it, shall be entitled to temporary and permanent injunctive relief in the Restricted Business within event the Restricted Area and (z) I do not engage in Executive violates the Restricted Activities within the Restricted Areaprovisions of this Section 8."

Covenants Not to Compete. For purposes of this Agreement, the term “Non- Non-Compete Period” shall mean a period from the date hereof until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my employment with the Company, or in the event of a termination or expiration for any other reasonuntil, one (1) year immediately following the termination or expiration of my Executive’s employment with the Company. During the Non-Compete Period, I covenant Executive covenants and agree agrees that I Executive will not, directly or indirectly, (i) own or hold, directly or beneficially, as a shareholder (other than as a shareholder with less than 31% of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business Activities (as defined below) within the Restricted Area (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business Activities within the Restricted Area (any of the foregoing, a “Restricted Company”) or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities within the Restricted Area. Nothing in this Section 7 Subsection 19(g) shall preclude me Executive from accepting employment with a multi-division company so long as (x) my Executive’s employment is not within a division of my the new employer that engages in the Restricted Business Activities within the Restricted Area, (y) during the course of such employment, I do Executive does not communicate related to Restricted Activities with any division of my Executive’s new employer engaged in the Restricted Business Activities within the Restricted Area and (z) I do Executive does not engage in the Restricted Activities within the Restricted Area.

Covenants Not to Compete. For purposes of this Agreement(a) During the Covered Period (as defined ------------------------ below), the term “Non- Compete Period” Executive shall mean not anywhere in North America, directly or indirectly, with or without compensation, engage in, be employed by or control, advise, manage, finance or receive any economic benefit from, or have any interest (whether as a period shareholder, director, officer, employee, subcontractor, partner, consultant, agent or otherwise) in, any business, company, firm or other entity which is engaged in, or conducts activities substantially similar to or likely to be competitive with the business of the Company as conducted from the date hereof until in the case of a Fault Event, two (2) years immediately following the date of termination of this Agreement (the "Competitive Business"); provided, however, that nothing herein shall prohibit the Executive from owning not more than five (5%) percent of the outstanding stock of any publicly held corporation. Without limiting the foregoing, during the Covered Period, the Executive shall not, in competition with the Competitive Business, (i) solicit or expiration deal with any supplier, contractor or customer of my the Company; (ii) seek to persuade any employee of the Company or any of its subsidiaries or divisions to discontinue his or her status or employment therewith; or (iii) hire or retain any employee of the Company or any of its subsidiaries or divisions. (b) For purposes of this Employment Agreement, the "Covered Period" shall extend (i) from the Commencement Date until the date of termination of this Agreement and for a period of three (3) years thereafter, if the Executive shall terminate his employment with the CompanyCompany without cause at any time during the Employment Term (including during any Extension Period), or in if the event Company shall terminate this Agreement pursuant to Section 6(c) above at any time during the Employment Term (including during any Extension Period); or (ii) from the Commencement Date until the date of termination of this Agreement and for a termination or expiration for any other reason, period of one (1) year immediately following thereafter, if the termination or expiration of my Company shall exercise its option to extend the Executive's employment hereunder for an Extension Period and the Executive shall determine not to so extend his employment with the Company. During . (c) If the Non-Compete PeriodExecutive shall continue to be employed by the Company through the Employment Term, I covenant the provisions of Section 9(a) above shall not apply and, in lieu thereof, the Executive agrees that, from the Commencement Date until the date of termination of this Agreement and agree that I will notfor a period of one (1) year thereafter, the Executive shall not anywhere in North America, directly or indirectly, on behalf of any business, company, firm or other entity which is engaged in, or conducts activities substantially similar to or likely to be competitive with the business of the Company as conducted from the date hereof until the date of termination of this Agreement, (i) own or hold, directly or beneficially, as a shareholder (other than as a shareholder with less than 3% seek to persuade any employee of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), Company or any company of its subsidiaries or business controlling, controlled by divisions to discontinue his or under common control with any company her status or business directly engaged in such Restricted Business within the Restricted Area (any of the foregoing, a “Restricted Company”) employment therewith; or (ii) engage hire or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (retain any employee of the Company or any foreign equivalents of its subsidiaries or divisions. (d) In the foregoing) in event that the Restricted Activities within the Restricted Area. Nothing in provisions of this Section 7 9 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable law, then such provisions shall preclude me from accepting employment with a multi-division company so long as be deemed amended to the maximum permitted by applicable law. The Executive specifically acknowledges and agrees that (x) my employment is not within a division the remedy at law for any breach of my new employer that engages in the Restricted Business within the Restricted Areaforegoing covenants will be inadequate, and (y) during the course of such employmentCompany, I do not communicate related in addition to Restricted Activities with any division of my new employer engaged other relief available to it, shall be entitled to temporary and permanent injunctive relief in the Restricted Business within event the Restricted Area and (z) I do not engage in Executive violates the Restricted Activities within the Restricted Areaprovisions of this Section 9.

Covenants Not to Compete. (a) During the Covered Period (as ------------------------ defined below), the Executive shall not any where in North America, directly or indirectly, with or without compensation, engage in, be employed by or control, advise, manage, finance or receive any economic benefit from, or have any interest (whether as a shareholder, director, officer, employee, subcontractor, partner, consultant, agent or otherwise) in, any business, company, firm or other entity which is engaged in, or conducts activities substantially similar to or likely to be competitive with the business of the Company as conducted from the Commencement Date until the date of termination of this Agreement (the "Competitive Business"); provided, however, that nothing herein shall prohibit the Executive from owning not more than five (5%) percent of the outstanding stock of any publicly held corporation. Without limiting the foregoing, during the Covered Period, the Executive shall not, in competition with the Competitive Business, (A) solicit or deal with any supplier, contractor or customer of the Company; (B) seek to persuade any employee of the Company or any of its subsidiaries or divisions to discontinue his or her status or employment therewith; or (C) hire or retain any employee of the Company or any of its subsidiaries or divisions. (b) For purposes of this Employment Agreement, the term “Non- Compete "Covered Period” " shall mean a period extend (i) from the date hereof Commencement Date until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my this Agreement and for a period of three (3) years thereafter, if the Executive shall terminate his employment with the Company, without cause, at any time during the Employment Term (including during any Extension Period); or in (ii) from the event Commencement Date until the date of termination of this Agreement and for a termination or expiration for any other reason, period of one (1) year immediately following thereafter, if the termination or expiration of my Company shall exercise its option to extend the Executive's employment hereunder for an Extension Period and the Executive shall determine not to so extend his employment with the Company. During . (c) If the Non-Compete PeriodExecutive shall continue to be employed by the Company through December 31, I covenant 2004, the provisions of Section 9(a) above shall not apply and, lieu thereof, the Executive agrees that, from the Commencement Date until the date of termination of this Agreement and agree that I will notfor a period of one (1) year thereafter, the Executive shall not any where in North America, directly or indirectly, (i) own on behalf of any business, company, firm or holdother entity which is engaged in, directly or beneficially, as a shareholder (other than as a shareholder conducts activities substantially similar to or likely to be competitive with less than 3% the business of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue Company as conducted from the Restricted Business Commencement Date until the date of termination of this Agreement, (as defined belowA) within seek to persuade any employee of the Restricted Area (as defined below), Company or any company of its subsidiaries or business controlling, controlled by divisions to discontinue his or under common control with her status or employment therewith; or (B) hire or retain any company employee of the Company or business directly engaged in such Restricted Business within the Restricted Area (any of its subsidiaries or divisions. (d) In the foregoing, a “Restricted Company”) event that the provisions of this Section 9 should ever be deemed to exceed the time or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (geographic limitations or any foreign equivalents of other limitations permitted by applicable law, then such provisions shall be deemed amended to the foregoing) in the Restricted Activities within the Restricted Areamaximum permitted by applicable law. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as The Executive specifically acknowledges and agrees that (x) my employment is not within a division the remedy at law for any breach of my new employer that engages in the Restricted Business within the Restricted Areaforegoing covenants will be inadequate, and (y) during the course of such employmentCompany, I do not communicate related in addition to Restricted Activities with any division of my new employer engaged other relief available to it, shall be entitled to temporary and permanent injunctive relief in the Restricted Business within event the Restricted Area and (z) I do not engage in Executive violates the Restricted Activities within the Restricted Areaprovisions of this Section 9."

Covenants Not to Compete. For purposes (a) In partial consideration of the payments to be made to the Employee pursuant to this Agreement, the Employee hereby covenants that he will not, at any time during the term of this Agreement and during a period of eighteen months after the date of the termination of (such period to be extended to include any period of violation or period of time required for litigation to enforce this covenant) the Employee's employment with the Employer, whether such termination is during or after the expiration of the term of this Agreement, the term “Non- Compete Period” shall mean a period from the date hereof until engage in the case practice of a Fault Eventany branch of ophthalmology or ophthalmic surgery, two (2) years immediately following alone or with others as principal, partner or employee, in any manner or capacity within the date State of termination or expiration of my employment with the Company, Connecticut or in the event that portion of a termination or expiration for any other reasonstate where the Employer actively conduct business. (b) In partial consideration of the payments to be made to the Employee pursuant to this Agreement, one (1) year during the period of, and for the twelve month period immediately following the termination of (such period to be extended to include any period of violation or expiration period of my time required for litigation to enforce this covenant) his employment with the Company. During Employer, the Non-Compete Period, I covenant and agree that I will Employee shall not, without the prior written consent of the Employer, render services directly or indirectlyindirectly to any Conflicting Organization, (i) own or hold, directly or beneficiallyexcept that employment may be accepted with a Conflicting Organization whose business is diversified and which, as a shareholder (other than as a shareholder with less than 3% to part of the outstanding common stock of a publicly traded corporation)its business, option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business within the Restricted Area (any of the foregoing, a “Restricted Company”) or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities within the Restricted Area. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as (x) my employment is not within a division of my new employer Conflicting Organization; provided, that engages in the Restricted Business within Employer, prior to the Restricted Area, (y) during the course acceptance of such employment, I do shall receive from such Conflicting Organization and from the Employee written assurances satisfactory to the Employer that the Employee will not communicate related to Restricted Activities render services directly or indirectly in connection with any division of my new employer Conflicting Product. The term "Conflicting Organization," as used herein, means any individual or organization who or which is engaged in researching, developing, marketing or selling a Conflicting Product. The term "Conflicting Product," as used herein, means any eyewear or eyecare product, process or service of any individual or organization or the Restricted Business within management of an ophthalmic medical practice which competes, or would compete, with a product, process or service of the Restricted Area and (z) I do not engage in the Restricted Activities within the Restricted AreaEmployer.