Common use of Covenants of the Employee Clause in Contracts

Covenants of the Employee. (A) During the term of the Employee’s employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in the Employee’s duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for the Employee’s own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, trade secrets, techniques, customer lists, business plans or other data belonging to the Corporation or developed by the Employee on behalf of the Corporation during the Employee’s employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation (hereinafter “Confidential Information”), that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subsection (A) shall be a material breach of this Agreement. (B) During the term of the Employee’s employment with the Corporation and for a period of one (1) year (the “Covenant Term”) after cessation for whatever reason of such employment (except as hereinafter provided in subsection (C) of this Section 7, the Employee covenants and agrees that the Employee will not in any manner directly or indirectly: (1) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (2) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the design or manufacture of products for the aerospace industry that are the same or substantially similar to those designed or manufactured by the Corporation or if it is in any manner competitive, as of the date of cessation of the Employee’s employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (3) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (4) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subsection (B) shall be: (1) reduced to six (6) months in event of a Change in Control (as that term is defined in subsection 2(B) herein); or (2) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of the Employee contained in this Section 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of the Employee under this Section 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of the Employee. (A) During the term of the Employee’s 's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in the Employee’s 's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for the Employee’s 's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, trade secrets, techniques, customer lists, business plans or other data belonging to the Corporation or developed by the Employee on behalf of the Corporation during the Employee’s 's employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation (hereinafter “"Confidential Information”"), that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subsection (A) shall be a material breach of this Agreement. (B) During the term of the Employee’s 's employment with the Corporation and for a period of one (1) year (the “"Covenant Term”") after cessation for whatever reason of such employment (except as hereinafter provided in subsection (C) of this Section 7, the Employee covenants and agrees that the Employee will not in any manner directly or indirectly: (1) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (2) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. , For purposes of this tills covenant, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the design or manufacture of products for the aerospace industry that are the same or substantially similar to those designed or manufactured by the Corporation or if it is in any manner competitive, as of the date of cessation of the Employee’s 's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (3) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (4) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subsection (B) shall be: (1) reduced to six (6) months in event of a Change in Control (as that term is defined in subsection 2(B) herein); or (2) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of the Employee contained in this Section 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of the Employee under this Section 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of the Employee. (A) During the term of the Employee’s employment with the Corporation and for all time thereafter thereafter, the Employee covenants and agrees that the Employee will not in any manner directly or indirectly, except as required in the Employee’s duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for the Employee’s own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, trade secrets, techniques, customer lists, business plans or other data belonging to the Corporation or developed by the Employee on behalf of the Corporation during the Employee’s employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation (hereinafter “Confidential Information”), that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subsection (A) shall be a material breach of this Agreement. (B) During the term of the Employee’s employment with the Corporation and for a period of one (1) year (the “Covenant Term”) after cessation for whatever reason of such employment (except as hereinafter provided in subsection (C) of this Section 7), the Employee covenants and agrees that the Employee will not in any manner directly or indirectly: (1) solicitSolicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (2) engage Engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the design or manufacture of products for the aerospace industry that are the same or substantially similar to those designed or manufactured by the Corporation or if it is in any manner competitive, as of the date of cessation of the Employee’s employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (3) induce Induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (4) induce Induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subsection (B) shall be: (1) reduced Reduced to six (6) months in the event of a Change in Control (as that term is defined in subsection 2(B) herein); or (2) eliminated Eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of the Employee contained in this Section 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of the Employee under this Section 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of the Employee. (A) During the term of the Employee’s employment with the Corporation and for all time thereafter the Employee covenants and agrees that the Employee will not in any manner directly or indirectly, except as required in the Employee’s duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for the Employee’s own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, trade secrets, techniques, customer lists, business plans or other data belonging to the Corporation or developed by the Employee on behalf of the Corporation during the Employee’s employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation (hereinafter “Confidential Information”), that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subsection (A) shall be a material breach of this Agreement. (B) During the term of the Employee’s employment with the Corporation and for a period of one (1) year (the “Covenant Term”) after cessation for whatever reason of such employment (except as hereinafter provided in subsection (C) of this Section 7, the Employee covenants and agrees that the Employee will not in any manner directly or indirectly: (1) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (2) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the design or manufacture of products for the aerospace industry that are the same or substantially similar to those designed or manufactured by the Corporation or if it is in any manner competitive, as of the date of cessation of the Employee’s employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (3) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (4) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subsection (B) shall be: (1) reduced to six (6) months in the event of a Change in Control (as that term is defined in subsection 2(B) herein); or (2) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of the Employee contained in this Section 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of the Employee under this Section 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of the Employee. (A) During the term of the Employee’s employment with the Corporation Company and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in the Employee’s duties to the CorporationCompany, disclose or divulge to any person, entity, firm or company whatsoever, or use for the Employee’s own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, trade secrets, techniques, customer lists, business plans or other data belonging to the Corporation Company or the Parent or developed by the Employee on behalf of the Corporation Company or the Parent during the Employee’s employment with the CorporationCompany, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation Company (hereinafter “Confidential Information”), that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation Company or the Parent and the goodwill of the CorporationCompany or Parent, and that any breach of the terms of this subsection (A) shall be a material breach of this Agreement. (B) During the term of the Employee’s employment with the Corporation Company and for a period of one (1) year (the “Covenant Term”) after cessation for whatever reason of such employment (except as hereinafter provided in subsection (C) of this Section 7, the Employee covenants and agrees that the Employee will not in any manner directly or indirectly: (1) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the CorporationCompany or the Parent; (2) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the CorporationCompany. For purposes of this covenant, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation Company or the Parent is engaged in marketing its products, and if it involves the design or manufacture of products for the aerospace industry that are the same or substantially similar to those designed or manufactured by the Corporation Company or the Parent or if it is in any manner competitive, as of the date of cessation of the Employee’s employment, with any business then being conducted by the Corporation Company or the Parent or as to which the Corporation Company or the Parent has then formulated definitive plans to enter; (3) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation Company or the Parent to terminate their relationship with the CorporationCompany or the Parent, or to represent, distribute or sell products in competition with products of the CorporationCompany or the Parent; or (4) induce or cause any employee of the Corporation Company or the Parent to leave the employ of the CorporationCompany or the Parent. (C) The parties agree that the Covenant Term provided for in the preceding subsection (B) shall be: (1) reduced to six (6) months in event of a Change in Control (as that term is defined in subsection 2(B) herein); or (2) eliminated if the business currently operated by the Corporation Company or the Parent is terminated and the assets of the Corporation Company or the Parent are liquidated. (D) All the covenants of the Employee contained in this Section 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationCompany, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Company of these covenants. (E) It is the intention of the parties to restrict the activities of the Employee under this Section 7 only to the extent necessary for the protection of legitimate business interests of the CorporationCompany and the Parent, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.