deem the Consultant to be in breach of this Agreement, and the Company shall have no right to terminate this Agreement for cause as provided in Section 3, if the activity or omission committed by the Consultant that resulted in a breach of this Agreement or gave rise to the Companys right to terminate the Agreement was in accordance with his obligation to comply with the RI Policies and Regulations.
5. Non-Competition: Non-Solicitation.
(a) Subject to Section 4, so long as this Agreement continues in effect the Consultant shall not, without the prior approval of the Company, alone or as a partner, officer, director, consultant, employee, stockholder or otherwise, participate in any business, firm or corporation that develops any technology, process, method or products for, or directly relating to, the Field (a Competing Company) other than for the Company. The foregoing sentence, however, shall not be construed to prohibit, during the term of this Agreement: (i)the Consultants purchase on a national securities exchange or in the over-the-counter market of no more than two percent (2%) of the voting securities of a Competing Company listed on such exchange or publicly traded in such market; (ii) the Consultant from working for a Competing Company that has a number of divisions or business units, provided that the Consultant does not work for, or provide any Confidential Information (as defined in Section 7) to, the divisions or business units that research, develop, manufacture, license, sell, or otherwise provide any product or service directly relating to the Field; (iii)the Consultant from providing consulting services to a Competing Company subject to the policies and guidelines of the RL provided that the Company approves (in its sole discretion) each such consulting engagement in writing; (iv) during the term of this Agreement, the Consultant from pursuing research in me Field with RI funded by a governmental, commercial (not including a Competing Company), non-profit or academic sponsor(s) and publishing any results therefrom (subject to compliance with Section 7(f) hereof), provided, however, that nothing herein shall, without the Companys prior written consent, permit Consultant to publish Companys Confidential Information, and provided further that such research is not conducted with the intent of directly benefiting a Competing Company unless Consultant receives the Companys prior written approval (in its sole discretion) therefor, or (v) the Consultant from at any time publishing materials that relate to the Field, provided, however, that nothing herein shall, without the Companys prior written consent (in its sole discretion), permit Consultant to publish Companys Confidential Information, Notwithstanding the foregoing, nothing in this Section 5(a) shall conflict with or supersede any of Consultants rights and responsibilities under Section 4 hereof. The limitations in this Section 5 shall apply solely to Consultant and nothing herein shall or is intended to restrict RIs ability to engage in research in the Field with any funding source, or shall apply to any engagements of Consultant that predate the effective date of this Agreement
(b) During the Non-Competition Period, the Consultant shall not:
(i) contact or solicit business from any customer of the Company for the purpose of attempting to sell, license or provide to or from such customer the same or similar products, services or technology as are currently provided by or to the Company or any product, service or technology that is similar to any such product, service or technology;
(ii) solicit or take any other action which is intended to induce or encourage, or is reasonably likely to have the effect of inducing or encouraging, any employee or consultant of the Company to cease work for the Company;
(iii) solicit or take any other action which is intended to induce or encourage, or is reasonably likely to have the effect of inducing or encouraging, any employee or consultant of