Common use of Competition and Confidentiality Clause in Contracts

Competition and Confidentiality. RGM and Tyler expressly agree and understand that this Agreement is non-exclusive and that either Party may enter into similar agreements with other persons or entities as long as the terms of such agreements do not constitute a breach of the 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 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 RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Term or a Termination Date, whichever first occurs.

Competition and Confidentiality. RGM (a) During the period beginning on the Closing Date and Tyler expressly agree ending on the fifth anniversary thereof (the "Non-Competition Period"), neither Company, either individually or collectively, shall, and understand 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 world, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any aspect of business that shall be competitive with the Business as it exists on the Closing Date, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person. During the Non- Competition Period, no Restricted Party shall solicit any employee of the Business for the purposes of having any such employee terminate his or her employment with the Business. 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 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. Each Restricted Party acknowledges, however, that this Agreement is non-exclusive SECTION 6.2 has been negotiated by the Parties and that either the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. (b) 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 by reason of its involvement with the Business, it has had access to Trade Secrets relating to the Business. Each acknowledges that such Trade Secrets are a valuable and unique asset and covenants that such Company will not allow the disclosure of any such Trade Secrets, except as provided in the License and Procurement Agreement, to any Person for any reason whatsoever, unless such information is in the public domain through no wrongful act of Seller or such disclosure is required by law. (d) The terms of this SECTION 6.2 shall apply to any Restricted Party that is not one of the Parties to the same extent as if it were a party hereto, and each Company shall take whatever commercially reasonable actions may enter into similar agreements with other persons or entities as long as be necessary to cause any of its controlled Affiliates to adhere to the terms of this SECTION 6.2. (e) In the event of any breach or threatened breach by any Restricted Party of any provision of this SECTION 6.2, Buyer shall be entitled to injunctive or other equitable relief, restraining such agreements do not party from using or disclosing any Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the terms obligations of a Restricted Party under this AgreementSECTION 6.2. RGM does Such relief shall be in addition to and 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 lieu of any such confidential informationother remedies that may be available, 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 including an action for the prior written approval recovery of such third partyDamages. 2. All reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM under this 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 RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Term or a Termination Date, whichever first occurs.

Competition and Confidentiality. RGM (a) During the period beginning on the Closing Date and Tyler expressly agree 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 understand authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. The Seller acknowledges, however, that this Agreement is non-exclusive Section 6.5 has been negotiated by the Parties and that either Party may enter into similar agreements 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 or entities as long as 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 agreements do not 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 terms of obligations under this AgreementSection 6.5. RGM does Such relief shall be in addition to and 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 lieu of any such confidential informationother remedies that may be available, 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 including an action for the prior written approval recovery of such third partyDamages. 2. All reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM under this 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 RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Term or a Termination Date, whichever first occurs.

Competition and Confidentiality. RGM (a) During the period beginning on the Closing Date and Tyler expressly agree ending on the third anniversary thereof (the "Non-Competition Period"), no Securityholder that is listed on Schedule 7.6 (a "Restricted Seller") or Controlled Affiliate of any Restricted Seller (each, a "Restricted Party") shall, within North America, 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 any Restricted Party assist any Person that shall be engaged in any such business activities, including by making available to any such Person any information related to the Company. As used herein, "Restricted Business" means products and understand services that this Agreement is non-exclusive and that either Party may enter into similar agreements with other persons or entities exist as long as the terms of such agreements do not constitute a breach of the terms Effective Time of this Agreement. RGM does not acquire mining concessions nor the Merger and any type such products or services sold, developed, acquired, licensed, or otherwise obtained or sold by the Company during the period of mineral properties for its own accountemployment 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 RGM does not work for finder’s feesengraved tags and other products), commissionsthat are: (1) sold through current channels of trade including mass merchants, stock, home centers and grocery or participating drug outlets; or equity interests in projects. RGM explicity agrees that it will not acquire, either directly nor indirectly, any interests in mining properties (2) new channels of distribution or surface rights within 10 kilometers markets entered into during the period of employment of the Bahuerachi project area shown in Exhibit X. Xxxxx - RGM Services Agreement, 29 September 2004 1Restricted Seller against whom enforcement is sought. RGM understands that in Ownership of not more than 5% of the performance outstanding stock 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 publicly traded company shall not, without the written consent in and of an officer itself, be a violation of Tylerthis Section 7.6(a). In addition, either during the term Non-Competition Period, no Restricted Party shall solicit any employee 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 Company who is employed by 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 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 RGM's possession shall be returned to Tyler Company within seven (7) 60 days of the expiry 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. Each Restricted Seller acknowledges, however, that this Section 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 Term or a Termination Date, whichever first occurscircumstances pertaining to the Company and the payments made to such Restricted Seller hereunder.

Competition and Confidentiality. RGM (a) During the period beginning on the Closing Date and Tyler expressly agree ending on the third anniversary thereof (the "Non-Competition Period"), no Seller Party nor any Affiliate of a Seller Party (each, a "Restricted Party") shall, within North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Business at any time during the past 12 months from the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this Section 6.5(a) shall prohibit any Restricted Party from owning up to 5% of the issued and understand outstanding securities of any publicly traded company. During the Non-Competition Period, no Restricted Party shall solicit any employee of the Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the Buyer. 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 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. Each Restricted Party acknowledges, however, that this Agreement is non-exclusive Section 6.5 has been negotiated by the Parties and that either the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. (b) 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 by reason of its involvement with the Business, it has had access to Trade Secrets relating to the Business. Each Seller Party acknowledges that such Trade Secrets are a valuable and unique asset and covenants that it will not allow the disclosure of any such Trade Secrets to any Person for any reason whatsoever, unless such information is in the public domain through no wrongful act of such Seller Party or such disclosure is required by law. (d) The terms of this Section 6.5 shall apply to any Restricted Party that is not one of the Parties to the same extent as if it were a party hereto, and each Seller Party shall take whatever reasonable actions may enter into similar agreements with other persons or entities as long as be necessary to cause any of its controlled Affiliates to adhere to the terms of this Section 6.5. (e) In the event of any breach or threatened breach by any Restricted Party of any provision of this Section 6.5, the Buyer shall be entitled to injunctive or other equitable relief, restraining such agreements do not party from using or disclosing any 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 Agreement. RGM does not acquire mining concessions nor any type of mineral properties for its own account, Section 6.5 are material and RGM does not work for finder’s fees, commissions, stock, or participating or equity interests in projects. RGM explicity agrees indispensable to this Agreement and that it will not acquire, either directly nor indirectly, any interests in mining properties or surface rights within 10 kilometers without the agreements of the Bahuerachi project area shown in Exhibit X. Xxxxx - RGM Services AgreementSelling Parties to be bound by this Section 6.5, 29 September 2004 1. RGM understands that in as well as 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 other provisions 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 partyBuyer Parties would not have entered into this Agreement. 2. All reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM under this 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 RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Term or a Termination Date, whichever first occurs.

Competition and Confidentiality. RGM (a) During the period beginning on the Closing Date and Tyler expressly agree ending on the third anniversary thereof (the "Non-Competition Period"), none of the Seller Parties nor any Affiliates of a Seller Party (each, a "Restricted Party") shall, within North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Business (other than in respect of the Excluded Assets specified in SCHEDULE 1.1) during the 12 months immediately preceding the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person; provided, however, that nothing in this SECTION 5.7 shall prohibit any Restricted Party from owning up to 5% of the issued and understand outstanding securities of any publicly traded company. During the Non-Competition Period, no Restricted Party shall solicit any employee of the Business hired by the Buyer for the purposes of having any such employee terminate his or her employment with the Buyer 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 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. Each Restricted Party acknowledges, however, that this Agreement is non-exclusive SECTION 5.7 has been negotiated by the Parties and that either the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. (b) 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 Party recognizes and acknowledge that by reason of its involvement with the Business, it has had access to Trade Secrets relating to the Business. Each Seller Party acknowledges that such Trade Secrets are a valuable and unique asset and covenants that it will not allow the disclosure of any such Trade Secrets to any Person for any reason whatsoever, unless such information is in the public domain through no wrongful act of such Seller Party or such disclosure is required by law. (d) The terms of this SECTION 5.7 shall apply to any Restricted Party that is not one of the Parties to the same extent as if it were a party hereto, and each Seller Party shall take whatever reasonable actions may enter into similar agreements with other persons or entities as long as be necessary to cause any of its controlled Affiliates to adhere to the terms of this SECTION 5.7. (e) In the event of any breach or threatened breach by any Restricted Party of any provision of this SECTION 5.7, the Buyer and its subsidiaries shall be entitled to injunctive or other equitable relief, restraining such agreements do not party from using or disclosing any 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 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 Agreement. RGM does not acquire mining concessions nor any type of mineral properties for its own account, SECTION 5.7 are material and RGM does not work for finder’s fees, commissions, stock, or participating or equity interests in projects. RGM explicity agrees indispensable to this Agreement and that it will not acquire, either directly nor indirectly, any interests in mining properties or surface rights within 10 kilometers without the agreements of the Bahuerachi project area shown in Exhibit X. Xxxxx - RGM Services AgreementSelling Parties to be bound by this SECTION 5.7, 29 September 2004 1. RGM understands that in as well as 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 other provisions 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 partyBuyer Parties would not have entered into this Agreement. 2. All reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM under this 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 RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Term or a Termination Date, whichever first occurs.

Competition and Confidentiality. RGM (a) During the period beginning on the Closing Date and Tyler expressly agree ending on the third anniversary thereof (the “Non-Competition Period”), neither the Shareholders, nor any affiliate of the Shareholders (each, a “Restricted Party”) shall, within North America, directly or indirectly, in any capacity, render services, engage, or have a financial interest in, any Business that shall be competitive with any of those Business activities that have constituted part of the Business at any time during the past three years nor shall any Restricted Party assist any person or entity that shall be engaged in any such Business activities, including making available any information or funding to any such person. During the Non-Competition Period, no Restricted Party shall (i) hire or solicit any employee of the Business for the purposes of having any such employee terminate his or her employment with the Business, or (ii) solicit any customer of the Business for the purpose of having such customer terminate its relationship with the Boardtown. If any governmental body determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or geographical scope, such governmental body is hereby requested and understand authorized by the parties hereto to revise the foregoing restriction to include the maximum restrictions allowable under applicable law. Each Restricted Party acknowledges, however, that this Agreement is non-exclusive Section S. 5.10 has been negotiated by the parties and that either the geographical scope and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. (b) 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 by reason of its involvement with the Business, it has had access to confidential information and trade secrets relating to the Business. Each Shareholder acknowledges that such confidential information and trade secrets are a valuable and unique asset to the Business and covenants that it will not allow the disclosure of any such confidential information or trade secrets to any person for any reason whatsoever, unless such information is in the public domain through no wrongful act of such Shareholder or its affiliates or such disclosure is required by applicable Law. (d) The terms of this Section S. 5.10 shall apply to any Restricted Party that is not one of the Parties to the same extent as if it were a party hereto, and each Shareholder shall take whatever actions may enter into similar agreements with other persons or entities as long as be necessary to cause any of its controlled affiliates to adhere to the terms of this Section S. 5. 10. (e) In the event of any breach or threatened breach by any Restricted Party of any provision of this Section S. 5. 10, Tucows shall be entitled to injunctive or other equitable relief, restraining such agreements do not party from using or disclosing any trade secrets or confidential information in whole or in part, or from engaging in conduct that would constitute a breach of the terms obligations of a Restricted Party under this AgreementSection S. 5. 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 10. Notwithstanding anything 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 this Agreement to the public; or gives Tyler any opportunity contrary, such relief shall be in addition to obtain an advantage over competitors who do and 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 lieu of any such confidential informationother remedies that may be available, 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 including an action for the prior written approval recovery of such third partydamages. 2. All reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM under this 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 RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Term or a Termination Date, whichever first occurs.

Competition and Confidentiality. RGM and Tyler expressly agree and understand (a) Each party agrees that this Agreement is non-exclusive and that either Party may enter into similar agreements with other persons or entities as so long as the terms it or one of such agreements do not constitute a breach its Affiliates continues to hold an ownership interest in any of the terms Venture Entities and for a period of this Agreement. RGM does not acquire mining concessions nor any type of mineral properties for its own account18 months thereafter, 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, or indirectly engage or invest in 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 business 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 Subsea Business in direct competition with the business of Tyler any of the Venture Entities as conducted immediately following the Closing. It is understood and agreed that (i) a party shall not be deemed to be in violation of this Section 12.6(a) as a result of any acquisition it may make of not more than 5% of the outstanding shares or results from its researchother units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Exchange Act, acquisition, exploration(ii) the provisions of this Section 12.6(a) shall not apply to any business activities of any party, or development activities; any of its respective Affiliates, actually being conducted as of the date hereof, other than the Cyclone Subsea Business and the Storm Subsea Business, and (iii) this Section 12.6(a) shall not be construed to prohibit a party, directly or through any Affiliates, from hereafter acquiring and continuing to own and operate any entity that has operations that directly compete with the Subsea Business as conducted immediately following the Closing if none of the principal operations of such entity so compete. For purposes of this Section 12.6(a), “principal operation” shall mean an operation or line of business of an entity that contributes more than 25% of such entity’s revenues. In the event that either party acquires an entity that has operations competing directly with any of the Venture Entities, the parties agree to, and to cause the Venture Entities to, attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity. In addition, the party that acquires an entity that has operations competing directly with any of the Venture Entities shall implement appropriate firewalls and other procedures are implemented to ensure the protection and confidentiality of the Venture’s business and information. If the party that has acquired the competing business and the Venture Entities cannot reach agreement on the acquisition of the competing business by the Venture Entities, the party that has acquired the competing business shall divest itself of that business no later than the date that is private or confidential 18 months after the date of acquisition of the competing business. Notwithstanding anything in that it is not generally known or available this Agreement to the public; or gives Tyler any opportunity to obtain an advantage over competitors who do not know or use it. RGM shall notcontrary, without the written consent of an officer of Tyler, either during the term provisions of this Agreement Section 12.6(a) shall not apply to a party following (i) a dissolution of the Venture pursuant to Section 11.1(a) or (ii) any other transfer of such party’s interest in the Venture Entities to a third party pursuant to Article 11 that occurs within 24 months following a Change of Control Event with respect to the termination of other party. Notwithstanding anything to the contrary in 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 this Section 12.6(a) shall not be construed to Tyler no information transmitted to RGM on prohibit a confidential basis by any third party without that enters into a transaction with a party that constitutes a Change of Control Event from continuing to own and operate any entity that has operations that directly compete with the prior written approval of Subsea Business as currently conducted immediately following the Closing, so long as such third party. party agrees to (1) attempt to negotiate mutually agreeable terms upon which such operations could be transferred to a Venture Entity, (2. All reports, publications, exhibits, documentation, conclusions, ) implement appropriate firewalls and other work products obtained or developed by RGM under this Agreement shall be procedures to ensure the protection and remain confidentiality of the property of Tyler, Venture’s business and the same shall be kept confidential by RGM, who shall not disclose the same to any information and (3) if such third party directly or indirectly during cannot reach agreement on the term of this Agreement and thereafter, except upon the prior written consent of Tyler. All such work products in RGM's possession shall be returned to Tyler within seven (7) days acquisition of the expiry competing business by the Venture Entities, divest itself of the Term or a Termination Date, whichever first occurscompeting business no later than the date that is 18 months after the date of the Change of Control Event.

Competition and Confidentiality. RGM (a) The Seller Parties acknowledge and Tyler expressly agree that the Seller is selling all of the Purchased Assets, and understand 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 of the Closing Date (the “Non-Competition Period”), neither the Seller Parties nor any Affiliate thereof (each, a “Restricted Party”) shall, within North America, directly or indirectly, in any capacity, render services, engage, or have a financial interest in (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 engaged in any such business activities, including making available any information or funding to any such Person. During the Non-Competition Period, no Restricted Party shall (i) hire or solicit any employee of the Restricted Business for the purposes of having any such employee terminate his or her employment with the Restricted 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 any Governmental Body determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or geographical scope, such Governmental Body is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this Agreement is non-exclusive Section 6.2 has been negotiated by the Parties and that either the geographical scope and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business. (b) 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 by reason of its involvement with the Business, it has had access to Trade Secrets relating to the Business. Each Seller Party acknowledges that such Trade Secrets are a valuable and unique asset to the Business and covenants that it will not allow the disclosure of any such Trade Secrets to any Person for any reason whatsoever or at any time whatsoever, unless such information is in the public domain through no wrongful act of such Seller Party or its Affiliates or such disclosure is required by applicable Law. (d) The terms of this Section 6.2 shall apply to any Restricted Party that is not one of the Parties to the same extent as if it were a party hereto, and each Seller Party shall take whatever actions may enter into similar agreements with other persons or entities as long as be necessary to cause any of its controlled Affiliates to adhere to the terms of this Section 6.2 (e) In the event of any breach or threatened breach by any Restricted Party of any provision of this Section 6.2, the Buyer shall be entitled to injunctive or other equitable relief (without being required to post any bond or security of any type), restraining such agreements do not party from using or disclosing any Trade Secrets in whole or in part, or from engaging in conduct that would constitute a breach of the terms obligations of a Restricted Party under this Agreement. RGM does not acquire mining concessions nor any type of mineral properties for its own accountSection 6.2, and RGM does no Restricted Party shall oppose the Buyer’s application for such injunctive or other equitable relief. Notwithstanding anything in this Agreement to the contrary, such relief shall be in addition to and not work in lieu of any other remedies that may be available, including an action for finder’s feesthe recovery of Damages. (f) The Seller, commissionson behalf of itself and the other Restricted Parties, stock, or participating or equity interests in projects. RGM explicity hereby acknowledges and agrees that it will not acquire, either directly nor indirectly, any interests the covenants contained in mining properties or surface rights within 10 kilometers this Section 6.2 are a material and substantial part of the Bahuerachi project area shown Transactions and are entered into 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, conclusionsconnection with, and other work products obtained or developed as an inducement to, the acquisition by RGM under this Agreement shall be and remain the property Buyer of Tyler, the Purchased Assets 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 RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Term or a Termination Date, whichever first occursBusiness.

Competition and Confidentiality. RGM (a) During the period beginning on the Closing Date and Tyler expressly agree ending on the third anniversary thereof (the "Non-Competition Period"), no Seller Party (nor any direct or indirect subsidiary thereof) nor any Affiliate of Bertolon (each, a "Restricted Party") shall, within North America, directly or indirectly, in any capacity, render services, engage or have a financial interest in, any business that shall be competitive with any of those business activities that have constituted part of the Business at any time during the past 12 months from the date hereof, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person. During the Non-Competition Period, no Restricted Party shall solicit any employee of the Business for the purposes of having any such employee terminate his or her employment with the Business. 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 understand authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, however, that this Agreement is non-exclusive SECTION 6.5 has been negotiated by the Parties and that either the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the 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 Business 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) 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 by reason of its involvement with the Business, it has had access to Trade Secrets relating to the Restricted Business. Each Seller Party acknowledges that such Trade Secrets are a valuable and unique asset and covenants that it will not disclose any such Trade Secrets to any Person for any reason whatsoever, unless such information is in the public domain through no wrongful act of such Seller Party or such disclosure is required by law. (d) The terms of this SECTION 6.5 shall apply to any Restricted Party that is not one of the Parties to the same extent as if it were a party hereto, and each Seller Party shall take whatever actions may enter into similar agreements with other persons or entities as long as be necessary to cause any of its controlled Affiliates to adhere to the terms of this SECTION 6.5. (e) In the event of any breach or threatened breach by any Restricted Party of any provision of this SECTION 6.5, the Buyer shall be entitled to injunctive or other equitable relief, restraining such agreements do not party from using or disclosing any 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 Agreement. RGM does not acquire mining concessions nor any type of mineral properties for its own account, Section 6.6 are material and RGM does not work for finder’s fees, commissions, stock, or participating or equity interests in projects. RGM explicity agrees indispensable to this Agreement and that it will not acquire, either directly nor indirectly, any interests in mining properties or surface rights within 10 kilometers without the agreements of the Bahuerachi project area shown in Exhibit X. Xxxxx - RGM Services AgreementSeller Parties to be bound by this Section 6.5, 29 September 2004 1. RGM understands that in as well as 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 other provisions 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 partyBuyer would not have entered into this Agreement. 2. All reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM under this 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 RGM's possession shall be returned to Tyler within seven (7) days of the expiry of the Term or a Termination Date, whichever first occurs.