Common use of Competition and Confidentiality Clause in Contracts

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-Competition Period"), the Seller shall not, within North America or Mexico, directly or indirectly, in any capacity, engage in or have a financial interest in, any business that shall be competitive with the Business, nor shall Seller assist any Person that is -33- 39 engaged in, any such business activities (other than as contemplated by the Transitional Services Agreement), including by making available to any such Person any information related to the Company. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during the Non-Competition Period, the Seller shall not solicit any employee of the Company for the purposes of having any such employee terminate his or her employment with the Company. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The Seller acknowledges, however, that this Section 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the Seller hereunder. (b) The Seller acknowledges that, by reason of its ownership of and involvement with the Company, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") relating to the Business. The Seller acknowledges that such Confidential Information is a valuable asset and covenants that it will not disclose any such Confidential Information to any Person for any reason whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement or (c) is required by any Law to be disclosed. (c) The terms of this Section 6.5 shall apply to each Affiliate of the Seller and any of their respective Affiliates to the same extent as if they were parties hereto, and the Seller shall take whatever actions are within its control to cause any such other Persons to adhere to the terms of this Section 6.5. (d) In the event of any breach or threatened breach by any Person of any provision of Section 6.5, the Buyer shall be entitled to injunctive or other equitable relief, to restrain such party from using or disclosing any Confidential Information in whole or in part, or from engaging in conduct that would constitute a breach of the obligations under this Section 6.5. Such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth third anniversary thereof (the "Non-Competition Period"), none of the Seller shall notParties nor any Affiliates of a Seller Party (each, a "Restricted Party") shall, within North America or MexicoAmerica, directly or indirectly, in any capacity, render services, engage in or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the BusinessBusiness (other than in respect of the Excluded Assets specified in SCHEDULE 1.1) during the 12 months immediately preceding the date hereof, nor shall Seller any Restricted Party assist any Person that is -33- 39 shall be engaged in, in any such business activities (other than as contemplated by the Transitional Services Agreement)activities, including by making available any information or funding to any such Person Person; provided, however, that nothing in this SECTION 5.7 shall prohibit any information related Restricted Party from owning up to the Company. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 105% of its revenue from, or hold more than 10% the issued and outstanding securities of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a)any publicly traded company. A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during During the Non-Competition Period, the Seller no Restricted Party shall not solicit any employee of the Company Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the CompanyBuyer or its subsidiaries. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that it has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable lawLaw, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable lawLaw. The Seller Each Restricted Party acknowledges, however, that this Section 6.5 SECTION 5.7 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the Seller hereunderBusiness. (b) The No Restricted Party will, at any time, represent that it is continuing to carry on the Business, except in connection with any Restricted Party's employment by the Buyer or its subsidiaries following the Closing. (c) Each Seller acknowledges that, Party recognizes and acknowledge that by reason of its ownership of and involvement with the CompanyBusiness, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") Trade Secrets relating to the Business. The Each Seller Party acknowledges that such Confidential Information is Trade Secrets are a valuable and unique asset and covenants that it will not disclose allow the disclosure of any such Confidential Information Trade Secrets to any Person for any reason whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement such Seller Party or (c) such disclosure is required by any Law to be disclosedlaw. (cd) The terms of this Section 6.5 SECTION 5.7 shall apply to each Affiliate any Restricted Party that is not one of the Seller and any of their respective Affiliates Parties to the same extent as if they it were parties a party hereto, and the each Seller Party shall take whatever reasonable actions are within its control may be necessary to cause any such other Persons of its controlled Affiliates to adhere to the terms of this Section 6.5SECTION 5.7. (de) In the event of any breach or threatened breach by any Person Restricted Party of any provision of Section 6.5this SECTION 5.7, the Buyer and its subsidiaries shall be entitled to injunctive or other equitable relief, to restrain restraining such party from using or disclosing any Confidential Information Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the obligations of a Restricted Party under this Section 6.5SECTION 5.7. Such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages. (f) It is expressly acknowledged and emphasized that the agreements of the Seller Parties to be bound by the terms and conditions of this SECTION 5.7 are material and indispensable to this Agreement and that without the agreements of the Selling Parties to be bound by this SECTION 5.7, as well as the other provisions of this Agreement, the Buyer Parties would not have entered into this Agreement.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-Competition Period"), neither Company, either individually or collectively, shall, and each Company shall use commercially reasonable efforts not to allow any of such Company's subsidiaries or controlled Affiliates (each, a "Restricted Party") to, anywhere in the Seller shall not, within North America or Mexicoworld, directly or indirectly, in any capacity, render services, engage in or have a financial interest in, any aspect of business that shall be competitive with the BusinessBusiness as it exists on the Closing Date, nor shall Seller any Restricted Party assist any Person that is -33- 39 shall be engaged in, in any such business activities (other than as contemplated by the Transitional Services Agreement)activities, including by making available any information or funding to any such Person any information related to Person. During the Company. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during the Non-Non- Competition Period, the Seller no Restricted Party shall not solicit any employee of the Company Business for the purposes of having any such employee terminate his or her employment with the CompanyBusiness. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that the Business has been sold to Buyer, and such Restricted Party shall promptly inform Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable lawLaw, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable lawLaw. The Seller Each Restricted Party acknowledges, however, that this Section 6.5 SECTION 6.2 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the Seller hereunderBusiness. (b) The Seller No Restricted Party will, at any time, represent that it is continuing to carry on the Business, other than as specifically agreed to herein or in the Transaction Documents. (c) Each Company recognizes and acknowledges that, that by reason of its ownership of and involvement with the CompanyBusiness, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") Trade Secrets relating to the Business. The Seller Each acknowledges that such Confidential Information is Trade Secrets are a valuable and unique asset and covenants that it such Company will not disclose allow the disclosure of any such Confidential Information Trade Secrets, except as provided in the License and Procurement Agreement, to any Person for any reason whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement Seller or (c) such disclosure is required by any Law to be disclosedlaw. (cd) The terms of this Section 6.5 SECTION 6.2 shall apply to each Affiliate any Restricted Party that is not one of the Seller and any of their respective Affiliates Parties to the same extent as if they it were parties a party hereto, and the Seller each Company shall take whatever commercially reasonable actions are within its control may be necessary to cause any such other Persons of its controlled Affiliates to adhere to the terms of this Section 6.5SECTION 6.2. (de) In the event of any breach or threatened breach by any Person Restricted Party of any provision of Section 6.5this SECTION 6.2, the Buyer shall be entitled to injunctive or other equitable relief, to restrain restraining such party from using or disclosing any Confidential Information Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the obligations of a Restricted Party under this Section 6.5SECTION 6.2. Such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth third anniversary thereof (the "“Non-Competition Period"”), neither the Seller shall notShareholders, nor any affiliate of the Shareholders (each, a “Restricted Party”) shall, within North America or MexicoAmerica, directly or indirectly, in any capacity, engage in render services, engage, or have a financial interest in, any business Business that shall be competitive with any of those Business activities that have constituted part of the Business, Business at any time during the past three years nor shall Seller any Restricted Party assist any Person person or entity that is -33- 39 shall be engaged in, in any such business activities (other than as contemplated by the Transitional Services Agreement)Business activities, including by making available any information or funding to any such Person any information related to the Companyperson. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during During the Non-Competition Period, the Seller no Restricted Party shall not (i) hire or solicit any employee of the Company Business for the purposes of having any such employee terminate his or her employment with the CompanyBusiness, or (ii) solicit any customer of the Business for the purpose of having such customer terminate its relationship with the Boardtown. If a court any governmental body determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable lawLaw, including with respect to time or spacegeographical scope, the court such governmental body is hereby requested and authorized by the Parties parties hereto to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The Seller Each Restricted Party acknowledges, however, that this Section 6.5 S. 5.10 has been negotiated by the Parties parties and that the geographical scope and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the Seller hereunderBusiness. (b) The Seller No Restricted Party will, at any time, represent that it is continuing to carry on the Business, other than as specifically agreed to herein. (c) Each Shareholder recognizes and acknowledges that, that by reason of its ownership of and involvement with the CompanyBusiness, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller information and the Parent ("Confidential Information") trade secrets relating to the Business. The Seller Each Shareholder acknowledges that such Confidential Information is confidential information and trade secrets are a valuable and unique asset to the Business and covenants that it will not disclose allow the disclosure of any such Confidential Information confidential information or trade secrets to any Person person for any reason whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement such Shareholder or (c) its affiliates or such disclosure is required by any Law to be disclosedapplicable Law. (cd) The terms of this Section 6.5 S. 5.10 shall apply to each Affiliate any Restricted Party that is not one of the Seller and any of their respective Affiliates Parties to the same extent as if they it were parties a party hereto, and the Seller each Shareholder shall take whatever actions are within its control may be necessary to cause any such other Persons of its controlled affiliates to adhere to the terms of this Section 6.5S. 5. 10. (de) In the event of any breach or threatened breach by any Person Restricted Party of any provision of this Section 6.5S. 5. 10, the Buyer Tucows shall be entitled to injunctive or other equitable relief, to restrain restraining such party from using or disclosing any Confidential Information trade secrets or confidential information in whole or in part, or from engaging in conduct that would constitute a breach of the obligations of a Restricted Party under this Section 6.5S. 5. Such 10. Notwithstanding anything in this Agreement to the contrary, such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damagesdamages.

Competition and Confidentiality. (a) During The Seller Parties acknowledge and agree that the Seller is selling all of the Purchased Assets, and that the Business offers products and services throughout North America. Accordingly, during the period beginning on the Closing Date and ending on the fifth anniversary thereof of the Closing Date (the "“Non-Competition Period"”), neither the Seller shall notParties nor any Affiliate thereof (each, a “Restricted Party”) shall, within North America or MexicoAmerica, directly or indirectly, in any capacity, engage in render services, engage, or have a financial interest inin (including as a shareholder, member, partner, owner, lender, creditor, or similar capacity), any business or enterprise which is engaged, directly or indirectly, anywhere in North America in the provision of nurse staffing and related consulting services (the “Restricted Business”), nor shall any Restricted Party assist any Person, or have a business affiliation with any Person, that shall be competitive with the Business, nor shall Seller assist any Person that is -33- 39 engaged in, in any such business activities (other than as contemplated by the Transitional Services Agreement)activities, including by making available any information or funding to any such Person any information related to the CompanyPerson. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during During the Non-Competition Period, the Seller no Restricted Party shall not (i) hire or solicit any employee of the Company Restricted Business for the purposes of having any such employee terminate his or her employment with the CompanyRestricted Business, or (ii) solicit any customer or supplier of the Restricted Business (or any prospective customer or supplier) for the purposes of having any such customer or supplier terminate its relationship with the Restricted Business or for purposes of competing with the Restricted Business. In addition, during the Non-Competition Period, each Restricted Party shall immediately inform any Person that makes a business-related inquiry about the Business that the Business has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court any Governmental Body determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable lawLaw, including with respect to time or spacegeographical scope, the court such Governmental Body is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable lawLaw. The Seller Each Restricted Party acknowledges, however, that this Section 6.5 6.2 has been negotiated by the Parties and that the geographical scope and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the Seller hereunderBusiness. (b) The No Restricted Party will, at any time, represent that it is continuing to carry on the Business, other than as specifically agreed to herein. (c) Each Seller Party recognizes and acknowledges that, that by reason of its ownership of and involvement with the CompanyBusiness, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") Trade Secrets relating to the Business. The Each Seller Party acknowledges that such Confidential Information is Trade Secrets are a valuable and unique asset to the Business and covenants that it will not disclose allow the disclosure of any such Confidential Information Trade Secrets to any Person for any reason whatsoever or at any time whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement such Seller Party or (c) its Affiliates or such disclosure is required by any Law to be disclosedapplicable Law. (cd) The terms of this Section 6.5 6.2 shall apply to each Affiliate any Restricted Party that is not one of the Seller and any of their respective Affiliates Parties to the same extent as if they it were parties a party hereto, and the each Seller Party shall take whatever actions are within its control may be necessary to cause any such other Persons of its controlled Affiliates to adhere to the terms of this Section 6.5.6.2 (de) In the event of any breach or threatened breach by any Person Restricted Party of any provision of this Section 6.56.2, the Buyer shall be entitled to injunctive or other equitable reliefrelief (without being required to post any bond or security of any type), to restrain restraining such party from using or disclosing any Confidential Information Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the obligations of a Restricted Party under this Section 6.56.2, and no Restricted Party shall oppose the Buyer’s application for such injunctive or other equitable relief. Such Notwithstanding anything in this Agreement to the contrary, such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages. (f) The Seller, on behalf of itself and the other Restricted Parties, hereby acknowledges and agrees that the covenants contained in this Section 6.2 are a material and substantial part of the Transactions and are entered into in connection with, and as an inducement to, the acquisition by the Buyer of the Purchased Assets and the Business.

Competition and Confidentiality. (a) During the period beginning on the Closing Date RGM and ending on the fifth anniversary thereof (the "Non-Competition Period"), the Seller shall not, within North America or Mexico, directly or indirectly, in any capacity, engage in or have a financial interest in, any business that shall be competitive with the Business, nor shall Seller assist any Person that is -33- 39 engaged in, any such business activities (other than as contemplated by the Transitional Services Agreement), including by making available to any such Person any information related to the Company. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during the Non-Competition Period, the Seller shall not solicit any employee of the Company for the purposes of having any such employee terminate his or her employment with the Company. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, the court is hereby requested Tyler expressly agree and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The Seller acknowledges, however, understand that this Section 6.5 has been negotiated by the Parties Agreement is non-exclusive and that the geographical and time limitations, either Party may enter into similar agreements with other persons or entities as well long as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the Seller hereunder. (b) The Seller acknowledges that, by reason of its ownership of and involvement with the Company, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") relating to the Business. The Seller acknowledges that such Confidential Information is a valuable asset and covenants that it will not disclose any such Confidential Information to any Person for any reason whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement or (c) is required by any Law to be disclosed. (c) The terms of this Section 6.5 shall apply to each Affiliate of the Seller and any of their respective Affiliates to the same extent as if they were parties hereto, and the Seller shall take whatever actions are within its control to cause any such other Persons to adhere to the terms of this Section 6.5. (d) In the event of any breach or threatened breach by any Person of any provision of Section 6.5, the Buyer shall be entitled to injunctive or other equitable relief, to restrain such party from using or disclosing any Confidential Information in whole or in part, or from engaging in conduct that would agreements do not constitute a breach of the obligations terms of this Agreement. RGM does not acquire mining concessions nor any type of mineral properties for its own account, and RGM does not work for finder’s fees, commissions, stock, or participating or equity interests in projects. RGM explicity agrees that it will not acquire, either directly nor indirectly, any interests in mining properties or surface rights within 10 kilometers of the Bahuerachi project area shown in Exhibit X. Xxxxx - RGM Services Agreement, 29 September 2004 1. RGM understands that in the performance of his services hereunder, RGM may obtain knowledge of "confidential information," meaning any information (including, without limitation, any formula, patent, device, plan, process, methodology, technology, or compilation of information) which is, or is designed to be, used in the business of Tyler or results from its research, acquisition, exploration, or development activities; or is private or confidential in that it is not generally known or available to the public; or gives Tyler any opportunity to obtain an advantage over competitors who do not know or use it. RGM shall not, without the written consent of an officer of Tyler, either during the term of this Agreement or following the termination of this Agreement, use or disclose such confidential information outside Tyler; publish any article with respect thereto; or, except in the performance of services hereunder, remove or aid in the removal from the premises of any such confidential information, or any property, or material which relates thereto. RGM further agrees that RGM will disclose to Tyler no information transmitted to RGM on a confidential basis by any third party without the prior written approval of such third party. 2. All reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM under this Section 6.5. Such relief Agreement shall be and remain the property of Tyler, and the same shall be kept confidential by RGM, who shall not disclose the same to any third party directly or indirectly during the term of this Agreement and thereafter, except upon the prior written consent of Tyler. All such work products in addition RGM's possession shall be returned to and not in lieu Tyler within seven (7) days of any other remedies that may be availablethe expiry of the Term or a Termination Date, including an action for the recovery of Damageswhichever first occurs.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth third anniversary thereof (the "Non-Competition Period"), the no Seller shall notParty (nor any direct or indirect subsidiary thereof) nor any Affiliate of Bertolon (each, a "Restricted Party") shall, within North America or MexicoAmerica, directly or indirectly, in any capacity, render services, engage in or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the BusinessBusiness at any time during the past 12 months from the date hereof, nor shall Seller any Restricted Party assist any Person that is -33- 39 shall be engaged in, in any such business activities (other than as contemplated by the Transitional Services Agreement)activities, including by making available any information or funding to any such Person any information related to the CompanyPerson. Notwithstanding the foregoing, the ownership of an interest in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during During the Non-Competition Period, the Seller no Restricted Party shall not solicit any employee of the Company Business for the purposes of having any such employee terminate his or her employment with the CompanyBusiness. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable lawLaw, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable lawLaw. The Seller Each Restricted Party acknowledges, however, that this Section SECTION 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company Business. For purposes of this Section 6.5, the historical and current business activities of NECX Direct, LLC shall not be deemed to be a business that is competitive with any business activities that have constituted a part of the Seller hereunderBusiness at any time during the past 12 months from the date hereof. Nothing in this Agreement shall be deemed to prohibit, or in any way limit, NECX Direct, LLC from engaging in those business activities in which it was engaged as of the date hereof. In addition, in no event shall Gateway Companies, Inc. or any of its subsidiaries be deemed to be subject to, or in any way bound by, the provisions of this Agreement. (b) The No Restricted Party will, at any time, represent that it is continuing to carry on the Business. (c) Each Seller Party recognizes and acknowledges that, that by reason of its ownership of and involvement with the CompanyBusiness, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") Trade Secrets relating to the Restricted Business. The Each Seller Party acknowledges that such Confidential Information is Trade Secrets are a valuable and unique asset and covenants that it will not disclose any such Confidential Information Trade Secrets to any Person for any reason whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement such Seller Party or (c) such disclosure is required by any Law to be disclosedlaw. (cd) The terms of this Section SECTION 6.5 shall apply to each Affiliate any Restricted Party that is not one of the Seller and any of their respective Affiliates Parties to the same extent as if they it were parties a party hereto, and the each Seller Party shall take whatever actions are within its control may be necessary to cause any such other Persons of its controlled Affiliates to adhere to the terms of this Section SECTION 6.5. (de) In the event of any breach or threatened breach by any Person Restricted Party of any provision of Section this SECTION 6.5, the Buyer shall be entitled to injunctive or other equitable relief, to restrain restraining such party from using or disclosing any Confidential Information Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the obligations of a Restricted Party under this Section SECTION 6.5. Such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages. (f) It is expressly acknowledged and emphasized that the agreements of the Seller Parties to be bound by the terms and conditions of this Section 6.6 are material and indispensable to this Agreement and that without the agreements of the Seller Parties to be bound by this Section 6.5, as well as the other provisions of this Agreement, the Buyer would not have entered into this Agreement.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth third anniversary thereof (the "Non-Competition Period"), the no Seller shall notParty nor any Affiliate of a Seller Party (each, a "Restricted Party") shall, within North America or MexicoAmerica, directly or indirectly, in any capacity, render services, engage in or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the BusinessBusiness at any time during the past 12 months from the date hereof, nor shall Seller any Restricted Party assist any Person that is -33- 39 shall be engaged in, in any such business activities (other than as contemplated by the Transitional Services Agreement)activities, including by making available any information or funding to any such Person any information related to the Company. Notwithstanding the foregoingPerson; provided, the ownership of an interest however, that nothing in any Person that does not derive more than 10% of its revenue from, or hold more than 10% of its assets in, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) shall prohibit any Restricted Party from owning up to 5% of the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition issued and outstanding securities of Competitorany publicly traded company. In addition, during During the Non-Competition Period, the Seller no Restricted Party shall not solicit any employee of the Company Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the CompanyBuyer. In addition, during the Non-Competition Period, each Restricted Party immediately shall inform any Person that inquires about the Business that the Business has been sold to the Buyer, and such Restricted Party shall promptly inform the Buyer of such inquiry. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable lawLaw, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable lawLaw. The Seller Each Restricted Party acknowledges, however, that this Section 6.5 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the Seller hereunderBusiness. (b) The No Restricted Party will, at any time, represent that it is continuing to carry on the Business, except in connection with any Restricted Party's employment by the Buyer following the Closing. (c) Each Seller Party recognizes and acknowledges that, that by reason of its ownership of and involvement with the CompanyBusiness, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") Trade Secrets relating to the Business. The Each Seller Party acknowledges that such Confidential Information is Trade Secrets are a valuable and unique asset and covenants that it will not disclose allow the disclosure of any such Confidential Information Trade Secrets to any Person for any reason whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement such Seller Party or (c) such disclosure is required by any Law to be disclosedlaw. (cd) The terms of this Section 6.5 shall apply to each Affiliate any Restricted Party that is not one of the Seller and any of their respective Affiliates Parties to the same extent as if they it were parties a party hereto, and the each Seller Party shall take whatever reasonable actions are within its control may be necessary to cause any such other Persons of its controlled Affiliates to adhere to the terms of this Section 6.5. (de) In the event of any breach or threatened breach by any Person Restricted Party of any provision of this Section 6.5, the Buyer shall be entitled to injunctive or other equitable relief, to restrain restraining such party from using or disclosing any Confidential Information Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the obligations of a Restricted Party under this Section 6.5. Such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages. (f) It is expressly acknowledged and emphasized that the agreements of the Seller Parties to be bound by the terms and conditions of this Section 6.5 are material and indispensable to this Agreement and that without the agreements of the Selling Parties to be bound by this Section 6.5, as well as the other provisions of this Agreement, the Buyer Parties would not have entered into this Agreement.

Competition and Confidentiality. (a) During the period beginning on the Closing Date and ending on the fifth third anniversary thereof (the "Non-Competition Period"), the no Securityholder that is listed on Schedule 7.6 (a "Restricted Seller") or Controlled Affiliate of any Restricted Seller shall not(each, a "Restricted Party") shall, within North America or MexicoAmerica, directly or indirectly, in any capacity, render services, engage in or have a financial interest in, any business that shall be competitive with the Restricted Business, nor shall Seller any Restricted Party assist any Person that is -33- 39 shall be engaged in, in any such business activities (other than as contemplated by the Transitional Services Agreement)activities, including by making available to any such Person any information related to the Company. Notwithstanding As used herein, "Restricted Business" means products and services that exist as of the foregoingEffective Time of the Merger and any such products or services sold, developed, acquired, licensed, or otherwise obtained or sold by the ownership Company during the period of an interest in any Person employment of the Restricted Seller against whom enforcement is sought (including key duplication with related sales of key blanks and accessories, letters, numbers and signs, and engraved tags and other products), that does are: (1) sold through current channels of trade including mass merchants, home centers and grocery or drug outlets; or (2) new channels of distribution or markets entered into during the period of employment of the Restricted Seller against whom enforcement is sought. Ownership of not derive more than 105% of its revenue fromthe outstanding stock of any publicly traded company shall not, or hold more than 10% in and of its assets initself, a business engaged in the sale of fresh mushroom products, shall not be a violation of this Section 6.5(a7.6(a). A Person that derives more than 10% of its revenue from, or holds more than 10% of its assets in, a business engaged in the Business shall be considered a "Competitor." If Seller or any of its Affiliates acquires an ownership interest in a Competitor, the Seller shall be deemed not to have violated this Section 6.5(a) if within one year, (i) the Seller or its Affiliate divests its ownership interests in the Competitor or (ii) if the Person that is a Competitor divests assets as are necessary so that it would no longer meet the definition of Competitor. In addition, during the Non-Competition Period, the Seller no Restricted Party shall not solicit any employee of the Company who is employed by the Company within 60 days of the Effective Time for the purposes of having any such employee terminate his or her employment with the Company. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, the court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The Each Restricted Seller acknowledges, however, that this Section 6.5 7.6 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Company and the payments made to such Restricted Seller hereunder. (b) The Seller acknowledges that, by reason of its ownership of and involvement with the Company, it has had access to certain confidential information, as defined in the Confidentiality Agreement dated September 24, 1999 between the Seller and the Parent ("Confidential Information") relating to the Business. The Seller acknowledges that such Confidential Information is a valuable asset and covenants that it will not disclose any such Confidential Information to any Person for any reason whatsoever, unless such information (a) is or becomes in the public domain through no wrongful act of Seller, (b) has been rightfully received from a third party without restriction and without breach of this Agreement or (c) is required by any Law to be disclosed. (c) The terms of this Section 6.5 shall apply to each Affiliate of the Seller and any of their respective Affiliates to the same extent as if they were parties hereto, and the Seller shall take whatever actions are within its control to cause any such other Persons to adhere to the terms of this Section 6.5. (d) In the event of any breach or threatened breach by any Person of any provision of Section 6.5, the Buyer shall be entitled to injunctive or other equitable relief, to restrain such party from using or disclosing any Confidential Information in whole or in part, or from engaging in conduct that would constitute a breach of the obligations under this Section 6.5. Such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages.