LIMITED USE OF PROPRIETARY AND CONFIDENTIAL INFORMATION OF EMPLOYER, AS WELL
AS TRAINING, EDUCATION AND EXPERIENCE PROVIDED TO EMPLOYEE BY EMPLOYER DIRECTLY
AND/OR AS A RESULT OF WORK PROJECTS ASSIGNED BY EMPLOYER WITH RESPECT THERETO,
EMPLOYEE HEREBY COVENANTS AND AGREES THAT DURING THE TERM AND FOR A PERIOD OF
SIX (6) MONTHS FOLLOWING TERMINATION OF EMPLOYEE'S EMPLOYMENT, REGARDLESS OF HOW
SUCH TERMINATION MAY BE BROUGHT ABOUT, EMPLOYEE SHALL NOT, DIRECTLY OR
INDIRECTLY:
(I)
AS PROPRIETOR, PARTNER, STOCKHOLDER, DIRECTOR, OFFICER, EMPLOYEE,
CONSULTANT, JOINT VENTURER, INVESTOR OR IN ANY OTHER CAPACITY, ENGAGE IN, OR
OWN, MANAGE, OPERATE OR CONTROL, OR PARTICIPATE IN THE OWNERSHIP, MANAGEMENT,
OPERATION OR CONTROL, OF ANY ENTITY BASED IN THE UNITED STATES THAT DEVELOPS AND
SELLS GENETIC TESTING PRODUCTS DURING EMPLOYEE'S EMPLOYMENT WITH EMPLOYER,
PROVIDED, HOWEVER, THE FOREGOING SHALL NOT, IN ANY EVENT, PROHIBIT EMPLOYEE FROM
PURCHASING AND HOLDING AS AN INVESTMENT NOT MORE THAN 1% OF ANY CLASS OF
PUBLICLY TRADED SECURITIES OF ANY ENTITY WHICH CONDUCTS A BUSINESS IN
COMPETITION WITH THE BUSINESS OF EMPLOYER, SO LONG AS EMPLOYEE DOES NOT
PARTICIPATE IN ANY WAY IN THE MANAGEMENT, OPERATION OR CONTROL OF SUCH ENTITY.
IT IS FURTHER RECOGNIZED AND AGREED THAT, EVEN THOUGH AN ACTIVITY MAY NOT BE
RESTRICTED UNDER THE FOREGOING PROVISION, EMPLOYEE SHALL NOT DURING THE TERM AND
FOR A PERIOD OF SIX (6) MONTHS FOLLOWING TERMINATION OF HIS EMPLOYMENT,
REGARDLESS OF HOW SUCH TERMINATION MAY BE BROUGHT ABOUT, PROVIDE SERVICES TO ANY
PERSON OR ENTITY WHICH MAY BE USED AGAINST, OR IS OR MAY BE IN CONFLICT WITH THE
INTERESTS OF, EMPLOYER OR ITS CUSTOMERS OR CLIENTS;
(II)
USE OR MAKE KNOWN TO ANY PERSON OR ENTITY THE NAMES OR ADDRESSES
OF ANY CLIENTS OR CUSTOMERS OF EMPLOYER OR ANY OTHER INFORMATION PERTAINING TO
THEM;
(III)
CALL ON FOR THE PURPOSE OF COMPETING, SOLICIT, TAKE AWAY OR
ATTEMPT TO CALL ON, SOLICIT OR TAKE AWAY ANY CLIENTS OR CUSTOMERS OF EMPLOYER ON
WHOM EMPLOYEE CALLED OR WITH WHOM HE BECAME ACQUAINTED DURING HIS EMPLOYMENT
WITH EMPLOYER, PROVIDED, HOWEVER, THAT THE PARTIES UNDERSTAND AND AGREE THAT
CLIENTS OR CUSTOMERS WITH WHOM EMPLOYEE HAD A BUSINESS RELATIONSHIP PRIOR TO THE
EFFECTIVE DATE ARE SPECIFICALLY EXCLUDED FROM THE SCOPE OF THIS PROVISION; OR
(IV)
RECRUIT OR ATTEMPT TO RECRUIT OR HIRE OR ATTEMPT TO HIRE ANY
EMPLOYEES OF EMPLOYER.
(B)
CONFIDENTIALITY.
EMPLOYEE AGREES TO EXECUTE THE CONFIDENTIALITY
AND INTELLECTUAL PROPERTY AGREEMENT ATTACHED HERETO AS EXHIBIT A AND AGREES TO
FULFILL HIS OBLIGATIONS THEREUNDER.
(C)
JUDICIAL REFORMATION.
EMPLOYEE ACKNOWLEDGES THAT, GIVEN THE
NATURE OF EMPLOYER'S BUSINESS, THE COVENANTS CONTAINED IN SECTION 8 ESTABLISH
REASONABLE LIMITATIONS AS TO TIME, GEOGRAPHIC AREA AND SCOPE OF ACTIVITY TO BE
RESTRAINED AND DO NOT IMPOSE A GREATER RESTRAINT THAN IS REASONABLY NECESSARY TO
PROTECT AND PRESERVE THE GOODWILL OF EMPLOYER'S BUSINESS AND TO PROTECT ITS
LEGITIMATE BUSINESS INTERESTS.
IF, HOWEVER, SECTION 8 IS DETERMINED BY ANY
COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE BY REASON OF ITS EXTENDING
FOR TOO LONG A PERIOD OF TIME OR OVER TOO LARGE A GEOGRAPHIC