12. IDEAS, CONCEPTS, INVENTIONS AND OTHER INTELLECTUAL PROPERTY. All business ideas and concepts and all inventions, improvements, developments and other intellectual property made or conceived by Consultant or Executive, either solely or in collaboration with others, during the course of their performance under this Agreement and/or during any prior engagement with the Company and/or any of its predecessors, whether or not during working hours, and relating to the business or any aspect of the business of the Company or to any business or product the Company is actively planning to enter or develop, shall become and remain the exclusive property of the Company, and the Companys successors and assigns. Consultant and Executive shall disclose promptly in writing to the Company all such inventions, improvements, developments and other intellectual property, and will cooperate in confirming, protecting, and obtaining legal protection of the Companys ownership rights. Consultants and Executives commitments in this Section 12 will continue in effect after termination of this Agreement as to ideas, concepts, inventions, improvements and developments, and other intellectual property made or conceived in whole or in part before the termination of this Agreement. Each of Consultant and Executive represents and warrants that there are no ideas, concept, inventions, improvements, developments, or other intellectual property that they have invented or conceived prior to the Effective Date to which Consultant, Executive or any assignee of Consultant or Executive, now claims title and that are to be excluded from this Agreement.
13. NON-COMPETION; NON-SOLICATION; CONFLICTS.
(a) NON-COMPETITION. Consultant and Executive will not, during the Term and for a period of twelve (12) months immediately thereafter, (i) directly or indirectly compete with the Company, or (ii) be employed by, perform services for, advise or assist, own any interest in or loan or otherwise provide funds to any other business or entity that is engaged (or seeking Consultants or Executives services with a view to becoming engaged) in any Competitive Business. Competitive Business means a business that is engaged, directly or indirectly, in the business of developing, manufacturing, marketing, selling and/or distributing (including wholesale distributing) skin care or skin treatment products, including without limitation, skin cleansers and other products designed for infection prevention, products designed to prevent or treat muscle cramping and soreness, and/or any other business or products engaged in by the Company or being actively developed or considered for development by management of the Company. (Each of the products referenced in the preceding sentence is referred to herein as a Competitive Product). The foregoing restrictions in this Section 13(a) shall be limited to the United States and any other foreign countries in which the Company, directly or indirectly (including, without limitation, indirectly through sales representatives, distributors, partners, joint ventures, licensees, or the internet/on-line) sells, offers, markets, develops, produces, manufactures, promotes, provides, distributes, or solicits business for its products at any time during the Term.
(b) NON-SOLICITATION. Neither Consultant or Executive during the Term and for a period of twelve (12) months thereafter, directly or indirectly, (i) solicit, encourage or induce, or attempt to solicit, encourage or induce, any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee of the Company at any time within one month of the Consultants termination of employment with the Company, or (iii) (A) solicit, encourage or induce, or attempt to solicit, encourage or induce, any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, (B) solicit, or attempt to solicit, the business or patronage of any such customer, supplier, licensee, franchisee or other business relation of the Company in connection with any Competitive Product, or (C) in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). For purposes of this paragraph 13(b), the term employee shall include consultants and independent contractors of the Company.