Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of ▇▇▇▇▇▇ or any of its affiliates in the United States of America or any of the countries in which ▇▇▇▇▇▇ or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of ▇▇▇▇▇▇ or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within ▇▇▇▇▇▇ or its affiliates in conjunction with the IPO and Spin-Off or within ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates (including but not limited to ▇▇▇▇▇▇). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb in law or at equity, upon demand, you will promptly return all such amounts to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or ▇▇▇▇▇▇ as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of ▇▇▇▇▇▇ Zimmer or any of its affiliates in the United States of America or any of the countries in which ▇▇▇▇▇▇ Zimmer or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of ▇▇▇▇▇▇ Zimmer or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within ▇▇▇▇▇▇ Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates (including but not limited to ▇▇▇▇▇▇Zimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb in law or at equity, upon demand, you will promptly return all such amounts to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or ▇▇▇▇▇▇ Zimmer as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of ▇▇▇▇▇▇ or any of its affiliates in the United States of America or any of the countries in which ▇▇▇▇▇▇ or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of ▇▇▇▇▇▇ or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within ▇▇▇▇▇▇ Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates (including but not limited to ▇▇▇▇▇▇Zimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb in law or at equity, upon demand, you will promptly return all such amounts to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or ▇▇▇▇▇▇ Zimmer as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 21, 2001 Page 6 business of ▇▇▇▇▇▇ or any of its affiliates in the United States of America or any of the countries in which ▇▇▇▇▇▇ or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of ▇▇▇▇▇▇ or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within ▇▇▇▇▇▇ or its affiliates in conjunction with the IPO and Spin-Off or within ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates (including but not limited to ▇▇▇▇▇▇). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb in law or at equity, upon demand, you will promptly return all such amounts to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or ▇▇▇▇▇▇ as appropriate.

Non-Compete and Non-Solicitation. As a condition to your receipt of any payments or benefits under this letter agreement, you agree that, for a period commencing on the date of your execution of this letter agreement and ending on the date which is one year after the consummation of the Spin-Off you will not, directly or indirectly, (i) own, manage, control or participate in the ownership, management or control of, be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 21, 2001 Page 6 business of Zimmer or any of its affiliates in the United States of America or any of the countries in which ▇▇▇▇▇▇ Zimmer or any of its affiliates is doing business, (ii) solicit on behalf of any other corporation, partnership, proprietorship, firm, association, or other business entity, any person or business that is a customer or supplier of ▇▇▇▇▇▇ Zimmer or any of its affiliates, or (iii) solicit for employment, hire, employ, or retain in any capacity (including but not limited to as an employee, director, independent contractor, consultant or otherwise), other than for employment within ▇▇▇▇▇▇ Zimmer or its affiliates in conjunction with the IPO and Spin-Off or within ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates, any person who is employed or otherwise engaged on a full or part-time basis by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or its affiliates (including but not limited to ▇▇▇▇▇▇Zimmer). You understand and agree that a breach by you of this paragraph would be a material breach of your obligations under this letter agreement, and that, if any amounts have been provided to you under the terms of this letter agreement prior to any such breach, in addition to any other remedy that may be available to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb in law or at equity, upon demand, you will promptly return all such amounts to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb or ▇▇▇▇▇▇ Zimmer as appropriate.