Common use of CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE Clause in Contracts

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee hereby agrees that, during the Term and thereafter, he will not disclose to any Person, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidential, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to the Commencement Date (“Prior Employment”), except to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the Employer. (b) Employee hereby agrees that during the Term and for a period of two years thereafter (the “Non-Compete Term”), he will not (i) engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause (as provided in Section 8(c) below) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, Employer, in addition to the other remedies which may be available to it at law, shall be entitled to seek injunctive relief prohibiting him from the breach of such covenants and agreements. (f) The parties hereto intend that the covenants and agreements contained in this Section 4 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer does business. If, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement shall be deemed amended to reduce such duration or scope to the extent necessary to permit enforcement of such covenant or agreement.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee Executive hereby agrees that, during the Term term of this Agreement and thereafter, he will not disclose to any Personperson, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidentialknowledge, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to or subsequent to the Commencement Date (“Prior Employment”)execution of this Agreement, except to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason furtherance of the interests of Employer in the execution of Executive's duties hereunder or as may be required pursuant to a lawful order of a violation judicial tribunal or legislative body of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the Employercompetent jurisdiction. (b) Employee hereby Upon termination of employment, Executive will deliver to Employer all processes, records of research, proposals, reports, memoranda, computer software and programming, budgets and other financial information, and other materials or records or writings of any other type (including any copies thereof) made used or obtained by Executive in connection with his employment by Employer. (c) During the term of this Agreement, Executive agrees that during the Term and for a period of two years thereafter he will: (the “Non-Compete Term”)I) neither authorize his name to be used by, he will not (iii) nor engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly for himself as a member of a partnership or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business stockholder (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause (as provided in Section 8(c) below) and shall be for a period stockholder of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more less than five percent (5%) of the issued and outstanding equity issue stock of such a publicly held corporation having assets in excess of $10,000,000), investor, officer, or director of a corporation (other than Employer, or any parent, subsidiary, affiliate or successor of Employer), or as an employee, agent, associate, or consultant of any person, partnership, corporation or other business entity. (c) All intellectual properties developed , in competition with any business carried on, directly or indirectly, by Employee Employer prior to the date hereof or hereafter conducted, directly or indirectly, by Employer during the Term term of this Agreement, in any county where business is then carried on or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the conducted by Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) Employee Executive agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 3 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, EmployerEmployer may, in addition to the other remedies which may be available to it at law, shall be entitled to seek obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. (fe) The parties hereto intend that the covenants and agreements contained in this Section 4 3 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer does business. If, in any judicial proceeding, a court shall refuse to enforce all of the duration or scope of any covenant or agreement of Employee contained separate covenants deemed included in this Section 4 shall be adjudicated to be invalid or unenforceablesuch action, the parties agree that this Agreement then such unenforceable covenants shall be deemed amended to reduce eliminated from the provisions hereof for the purposes of such duration or scope proceeding to the extent necessary to permit enforcement of the remaining separate covenants to be enforced in such covenant or agreementproceeding.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee hereby agrees that, during the Term and thereafter, he will not disclose to any Person, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidential, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to the Commencement Effective Date (“Prior Employment”), except to the extent required to perform the Services; PROVIDED provided that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the Employer. Nothing in this Agreement shall prohibit Employee from: (i) reporting possible violations of federal law or regulation to any governmental agency or entity or self-regulatory organization or making disclosures that are protected under the whistleblower provisions of any law or regulation; (ii) supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process; or (iii) receiving an award for information provided to any governmental agency. (b) Employee hereby agrees that during the Term and for a period of two years thereafter (the “Non-Compete Term”), he will not (i) engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be (x) only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause Cause, (as provided in Section 8(cy) below) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason Reason, and (as provided in Section 8(dz) below)for a period through March 31, 2026, for a termination by Employee other than for Good Reason. Subject to Section 3 (b) hereof2(b), nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, in each case, whom are personally known by Employee and with whom Employee worked while providing the Services during the 12-month period immediately preceding the date of Employee’s termination of employment, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) The Company (which shall mean Company by authorized statement or its executive officers and the members of the Board), agrees, during the Term and following the date of Employee’s termination of employment, to refrain from Disparaging (as defined below) Employee and his affiliates, either orally or in writing. Nothing in this Section 6(e) shall preclude the Company from making truthful statements that are reasonably necessary to comply with applicable law, regulation or legal process, or to defend or enforce the Company’s rights under this Agreement or any other agreement between the parties. For purposes of this Agreement, “Disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character, integrity, reputation or abilities of the person being disparaged (f) Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 6 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, Employer, in addition to the other remedies which may be available to it at law, shall be entitled to seek injunctive relief prohibiting him from the breach of such covenants and agreements. (fg) The parties hereto intend that the covenants and agreements contained in this Section 4 6 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer does business. If, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 6 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement shall be deemed amended to reduce such duration or scope to the extent necessary to permit enforcement of such covenant or agreement.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee hereby agrees that, during the Term and thereafter, he will not disclose to any Person, or otherwise use or exploit in competition with Employer or Employer’s 's Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s 's Affiliates as confidential, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s 's Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s 's Affiliates prior to the Commencement Date (“"Prior Employment”"), except to the extent required to perform the Services; PROVIDED provided that the foregoing shall not apply to: (Ax) information in the public domain other than by reason of a violation of this Agreement by Employee, or (By) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (Cz) information generally known to Employee by reason of his particular expertise that is not specific to the Employer. (b) Employee hereby agrees that during the Term and for a period of two years thereafter (the “"Non-Compete Term”"), he will not (ia) engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer or Employer's Affiliates, (iib) allow his name to be used by any Person engaged in any Competing Business, (iiic) invest in, directly or indirectly, any Person engaged in any Competing Business, or (ivd) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s 's Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s 's employment hereunder is terminated by the Employer hereunder without Cause cause (as provided in Section 8(c7(c) below.) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b2(b) hereof, nothing herein shall prohibit the Employee from (Ax) investing in any business that is not a Competing Business or (By) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or any of Employer's Affiliates or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar an employment or other relationship with any of the Employer’s 's competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer or of any of Employer's Affiliates to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s 's Affiliates or for any other purpose or no purpose. (e) Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth As used in this Section 4 will be inadequate and will cause immediate and irreparable injury to Employer and that in Agreement the event of any such breach, Employer, in addition to the other remedies which may be available to it at law, following terms shall be entitled to seek injunctive relief prohibiting him from the breach of such covenants and agreements. (f) The parties hereto intend that the covenants and agreements contained in this Section 4 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer does business. If, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement shall be deemed amended to reduce such duration or scope to the extent necessary to permit enforcement of such covenant or agreement.defined as follows:

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) The Employee hereby agrees that, during the Term term of this Agreement and thereafter, he or she will not disclose to any Personperson, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidentialknowledge, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, customer lists, or budgets or other financial information, regarding Employer or Employer’s Affiliatesthe Company, its or their business, properties or affairs obtained by him or her at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to or subsequent to the Commencement Date (“Prior Employment”)execution of this Agreement, except to the extent required to perform by his performance of assigned duties for the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the EmployerCompany. (b) Upon termination of this Agreement, the Employee will deliver to the Company all tangible displays and repositories of trade secrets, processes, records of research, proposals, reports, memoranda, methods, processes, techniques, computer software and programming, customer lists, or budgets or other financial information, and other materials or records or writings of any other type (including any copies thereof) made, used or obtained by the Employee in connection with this Agreement. (c) The Employee hereby agrees that during the Term period from the date hereof through and for a period including one year after the expiration of two years thereafter (the “Non-Compete Term”)term hereof, he will not or she will: (i) neither authorize his or her name to be used by, (ii) nor engage in or carry on, directly or indirectly, for himself, as a member of partnership, as a controlling stockholder, officer or director of a corporation (other that the Company or any Competing Business in any Territory in which such Competing Business is then engaged in by successor of the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing BusinessCompany), or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause (as provided in Section 8(c) below) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing.person, (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) The Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 Paragraph 10 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of such any such breach, Employerthe Company may, in addition to the other remedies which may be available to it at law, shall be entitled to seek obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. (fe) The parties hereto intend that the covenants and agreements contained in this Section 4 Paragraph 10 shall be deemed to include a series of separate covenants and agreements, one for each and every county . If any judicial proceeding or court shall refuse to enforce all of the states separate covenants deem included in which the Employer does business. Ifsuch action, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement then such unenforceable covenants shall be deemed amended to reduce eliminated from the provisions hereof for the purposes of such duration or scope proceeding to the extent necessary to permit enforcement of the remaining separate covenants to be enforced in such covenant or agreementproceeding.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee hereby agrees that, during the Term and thereafter, he will not disclose to any Person, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidential, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to the Commencement Date (“Prior Employment”), except to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the Employer. (b) Employee hereby agrees that during the Term and for a period of two years thereafter (the “Non-Compete Term”), he will not (i) engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause cause (as provided in Section 8(c) below) and shall be for a period of twelve (12) months following such termination or by the Employee with Good Reason good reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, Employer, in addition to the other remedies which may be available to it at law, shall be entitled to seek injunctive relief prohibiting him from the breach of such covenants and agreements. (f) The parties hereto intend that the covenants and agreements contained in this Section 4 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer does business. If, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement shall be deemed amended to reduce such duration or scope to the extent necessary to permit enforcement of such covenant or agreement.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) The Employee hereby agrees that, during the Term term of this Agreement and thereafter, he or she will not disclose to any Personperson, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidentialknowledge, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, customer lists, or budgets or other financial information, regarding Employer or Employer’s Affiliatesthe Company, its or their business, properties or affairs obtained by him or her at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to or subsequent to the Commencement Date (“Prior Employment”)execution of this Agreement, except to the extent required to perform by his performance of assigned duties for the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the EmployerCompany. (b) Upon termination of this Agreement, the Employee will deliver to the Company all tangible displays and repositories of trade secrets, processes, records of research, proposals, reports, memoranda, methods, processes, techniques, computer software and programming, customer lists, or budgets or other financial information, and other materials or records or writings of any other type (including any copies thereof) made, used or obtained by the Employee in connection with this Agreement. (c) The Employee hereby agrees that during the Term period from the date hereof through and for a period including one year after the expiration of two years thereafter (the “Non-Compete Term”)term hereof, he will not or she will: (i) neither authorize his or her name to be used by, (ii) nor engage in or carry on, directly or indirectly, for himself, as a member of partnership, as a controlling stockholder, officer or director of a corporation (other that the Company or any Competing Business in any Territory in which such Competing Business is then engaged in by successor of the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing BusinessCompany), or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business person, partnership, corporation (other than Employer the Company or any Employer’s Affiliate). Notwithstanding successor of the foregoingCompany) or other business entity, any business in competition with any business carried on or conducted, directly or indirectly, by the Non-Compete Term shall be only for Company prior to the Term date hereof or hereafter, in the event Employee’s employment hereunder Counties of Orange or Los Angeles of the State of California or any other county where business is terminated then carried on or conducted by the Employer hereunder without Cause (as provided in Section 8(c) below) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoingCompany. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) The Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 Paragraph 10 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of such any such breach, Employerthe Company may, in addition to the other remedies which may be available to it at law, shall be entitled to seek obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. (fe) The parties hereto intend that the covenants and agreements contained in this Section 4 Paragraph 10 shall be deemed to include a series of separate covenants and agreements, one for each and every county . If any judicial proceeding or court shall refuse to enforce all of the states separate covenants deem included in which the Employer does business. Ifsuch action, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement then such unenforceable covenants shall be deemed amended to reduce eliminated from the provisions hereof for the purposes of such duration or scope proceeding to the extent necessary to permit enforcement of the remaining separate covenants to be enforced in such covenant or agreementproceeding.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee hereby agrees that, during the Term and thereafter, he will not disclose to any Person, or otherwise use or exploit in competition with Employer or Employer’s 's Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s 's Affiliates as confidential, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s 's Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s 's Affiliates prior to the Commencement Date (“"Prior Employment”"), except to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the Employer. (b) Employee hereby agrees that during the Term and for a period of two years thereafter (the “"Non-Compete Term”"), he will not (i) engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer or Employer's Affiliates, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s 's Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s 's employment hereunder is terminated by the Employer hereunder without Cause cause (as provided in Section 8(c) below) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b3(b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or any of Employer's Affiliates or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar an employment or other relationship with any of the Employer’s 's competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer or of any of Employer's Affiliates to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s 's Affiliates or for any other purpose or no purpose. (e) Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, Employer, in addition to the other remedies which may be available to it at law, shall be entitled to seek obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. (f) The parties hereto intend that the covenants and agreements contained in this Section 4 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer or any of the Employer's Affiliates does business. If, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement shall be deemed amended to reduce such duration or scope to the extent necessary to permit enforcement of such covenant or agreement, such amendment to apply only with respect to the operation of such covenant and agreement in the particular jurisdiction in which such adjudication is made.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee hereby agrees that, during the Term and thereafter, he will not disclose to any Person, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidential, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to the Commencement Date (“Prior Employment”), except to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the Employer. (b) Employee hereby agrees that during the Term and for a period of two years thereafter (the “Non-Compete Term”), he will not (i) engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause (as provided in Section 8(c) below) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b3(b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, Employer, in addition to the other remedies which may be available to it at law, shall be entitled to seek injunctive relief prohibiting him from the breach of such covenants and agreements. (f) The parties hereto intend that the covenants and agreements contained in this Section 4 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer does business. If, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement shall be deemed amended to reduce such duration or scope to the extent necessary to permit enforcement of such covenant or agreement.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee Executive hereby agrees that, during the Term term of this Agreement and thereafter, he will not disclose to any Personperson, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidentialknowledge, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to the Commencement Date (“Prior Employment”), except or subsequent to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation execution of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the EmployerAgreement. (b) Employee hereby Upon termination of employment Executive will deliver to Employer all processes, records of research, proposals, reports, memoranda, computer software and programming, budgets and other financial information, and other materials or records or writings of any other type (including any copies thereof) made, used or obtained by Executive in connection with his employment by Employer. (c) During the term of this Agreement, Executive agrees that during the Term and for a period of two years thereafter (the “Non-Compete Term”), he will not will: (i) neither authorize his name to be used by, (ii) nor engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly for himself as a member of a partnership or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business stockholder (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause (as provided in Section 8(c) below) and shall be for a period stockholder of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more less than five percent (5%) of the issued and outstanding equity issue stock of such a publicly held corporation having assets in excess of $10,000,000), investor, officer, or director of a corporation (other than Employer, or any parent, subsidiary, affiliate or successor of Employer), or as an employee, agent, associate, or consultant of any person, partnership, corporation or other business entity. (c) All intellectual properties developed , in competition with any business carried on, directly or indirectly, by Employee Employer prior to the date hereof or hereafter conducted, directly or indirectly, by Employer during the Term term of this Agreement, in any country where business is then carried on or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the conducted by Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) Employee Executive agrees that the remedy at law for any breach by him of any of or any of the covenants and agreements set forth in this Section 4 3 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, EmployerEmployer may, in addition to the other remedies which may be available to it at law, shall be entitled to seek obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. (fe) The parties hereto intend that the covenants and agreements contained in this Section 4 3 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer does business. If, If in any judicial proceedingproceeding a court shall refuse to enforce all of the separate covenants deemed included in such action, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement then such unenforceable covenants shall be deemed amended to reduce eliminated from the provisions hereof for the purposes of such duration or scope proceeding to the extent necessary to permit enforcement of the remaining separate covenants to be enforced in such covenant or agreementproceeding.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee Executive hereby agrees that, during the Term term of this Agreement and thereafter, he will not disclose to any Personperson, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidentialknowledge, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to the Commencement Date (“Prior Employment”), except or subsequent to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation execution of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the EmployerAgreement. (b) Employee hereby Upon termination of employment Executive will deliver to Employer all processes, records of research, proposals, reports, memoranda, computer software and programming, budgets and other financial information, and other materials or records or writings of any other type (including any copies thereof) made, used or obtained by Executive in connection with his employment by Employer. (c) During the term of this Agreement, unless with written approval from the Employer, Executive agrees that during the Term and for a period of two years thereafter (the “Non-Compete Term”), he will not will: (i) neither authorize his name to be used by, (ii) nor engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly for himself as a member of a partnership or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business stockholder (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause (as provided in Section 8(c) below) and shall be for a period stockholder of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more less than five percent (5%) of the issued and outstanding equity issue stock of such a publicly held corporation having assets in excess of $10,000,000), investor, officer, or director of a corporation (other than Employer, or any parent, subsidiary, affiliate or successor of Employer), or as an employee, agent, associate, or consultant of any person, partnership, corporation or other business entity. (c) All intellectual properties developed , in competition with any business carried on, directly or indirectly, by Employee Employer prior to the date hereof or hereafter conducted, directly or indirectly, by Employer during the Term term of this Agreement, in any country where business is then carried on or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the conducted by Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) Employee Executive agrees that the remedy at law for any breach by him of any of or any of the covenants and agreements set forth in this Section 4 3 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, EmployerEmployer may, in addition to the other remedies which may be available to it at law, shall be entitled to seek obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. (fe) The parties hereto intend that the covenants and agreements contained in this Section 4 3 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer does business. If, If in any judicial proceedingproceeding a court shall refuse to enforce all of the separate covenants deemed included in such action, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement then such unenforceable covenants shall be deemed amended to reduce eliminated from the provisions hereof for the purposes of such duration or scope proceeding to the extent necessary to permit enforcement of the remaining separate covenants to be enforced in such covenant or agreementproceeding. 4.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee The Consultant hereby agrees that, during the Term term of this Agreement and thereafter, he will not disclose to any Personperson, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidentialknowledge, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programmingprograming, customer lists, or budgets or other financial information, regarding Employer or Employer’s Affiliates, the Company its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to or subsequent to the Commencement Date (“Prior Employment”)execution of this Agreement, except to the extent required to perform by his performance of assigned duties for the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the EmployerCompany. (b) Employee Upon termination of this Agreement, the Consultant will deliver to the Company all tangible displays and repositories of trade secrets, processes, records of research, proposals, reports, memoranda, methods, processes, techniques, computer software and programing, customer lists, or budgets or other financial information, and other materials or records or writings of any other type made, used or obtained by the Consultant in connection with this Agreement. (c) The Consultant hereby agrees that during the Term period from the date hereof, through and for a period of two years thereafter (the “Non-Compete Term”)including March 19, 1997, he will not will: (i) neither authorize his name to be used by, (ii) nor engage in or carry on, directly or indirectly, for himself, as a member of partnership, as a controlling stockholder, officer or director of a corporation (other that the Company or any Competing Business in any Territory in which such Competing Business is then engaged in by successor of the Employer, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing BusinessCompany), or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business person, partnership, corporation (other than Employer the Company or any Employer’s Affiliate). Notwithstanding successor of the foregoingCompany) or other business entity, any business in direct competition with the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated fingerprint scanning and comparison business carried on or conducted by the Employer hereunder without Cause (as provided Company, in Section 8(c) below) and shall be for a period of twelve (12) months following such termination any state or other county where business is then carried on or conducted by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoingCompany. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar relationship with any Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) Employee The Consultant agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 Paragraph 7 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of such any such breach, Employerthe Company may, in addition to the other remedies which may be available to it at law, shall be entitled to seek obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. (fe) The parties hereto intend that the covenants and agreements contained in this Section 4 Paragraph 7 shall be deemed to include a series of separate covenants and agreements, one for each and every county agreements with respect to the business described in Paragraph 7(c) hereof. If any judicial proceeding a court shall refuse to enforce all of the states separate covenants included in which the Employer does business. Ifsuch action, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement then such unenforceable covenants shall be deemed amended to reduce eliminated from the provisions hereof for the purposes of such duration or scope proceeding to the extent necessary to permit enforcement of the remaining separate covenants to be enforced in such covenant or agreementproceeding.

CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE. (a) Employee hereby agrees that, during the Term and thereafter, he will not disclose to any Person, or otherwise use or exploit in competition with Employer or Employer’s Affiliates, any of the proprietary or confidential information or knowledge treated by the Employer or Employer’s Affiliates as confidential, including without limitation, trade secrets, processes, records of research, information included in proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding Employer or Employer’s Affiliates, its or their business, properties or affairs obtained by him at any time (i) during the Term or (ii) during any employment of Employee with the Employer or any of Employer’s Affiliates prior to the Commencement Date (“Prior Employment”), except to the extent required to perform the Services; PROVIDED that the foregoing shall not apply to: (A) information in the public domain other than by reason of a violation of this Agreement by Employee, or (B) information that Employee is compelled to disclose by operation of law or legal process (so long as Employee provides Employer with prior notice of any such compelled disclosure and an opportunity to defend against such disclosure), or (C) information generally known to Employee by reason of his particular expertise that is not specific to the Employer. (b) Employee hereby agrees that during the Term and for a period of two years thereafter (the “Non-Compete Term”), he will not (i) engage in or carry on, directly or indirectly, any Competing Business in any Territory in which such Competing Business is then engaged in by the Employer or Employer’s Affiliates, (ii) allow his name to be used by any Person engaged in any Competing Business, (iii) invest in, directly or indirectly, any Person engaged in any Competing Business, or (iv) serve as an officer or director, employee, agent, associate or consultant of any Person engaged in a Competing Business (other than Employer or any Employer’s Affiliate). Notwithstanding the foregoing, the Non-Compete Term shall be only for the Term hereof in the event Employee’s employment hereunder is terminated by the Employer hereunder without Cause cause (as provided in Section 8(c) below) and shall be for a period of twelve (12) months following such termination by the Employee with Good Reason (as provided in Section 8(d) below). Subject to Section 3 (b3(b) hereof, nothing herein shall prohibit the Employee from (A) investing in any business that is not a Competing Business or (B) investing in a publicly-held entity if such investment (individually or as part of a group) is limited to not more than five percent (5%) of the outstanding equity issue of such entity. (c) All intellectual properties developed by Employee during the Term or during any Prior Employment and that is related to the business (or foreseeable business prospects) of the Employer with which Employee is actively involved shall be for the account of the Employer. Employee agrees to enter into such agreements (including transfer documents) as may be reasonably required by Employer to confirm the foregoing. (d) Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any affiliate, director, agent, or employee of Employer or any of Employer’s Affiliates or contractor then under contract to the Employer, to terminate his, her or its employment or other relationship with Employer for the purpose of entering into a similar an employment or other relationship with any of the Employer’s competitors or for any other purpose or no purpose. Employee shall not, during the Non-Compete Term, directly or indirectly, solicit or induce or attempt to solicit or induce any customer or supplier of Employer or of any of Employer’s Affiliates to terminate his, her or its relationship with Employer for the purpose of entering into a similar relationship with any competitors of Employer or Employer’s Affiliates or for any other purpose or no purpose. (e) Employee agrees that the remedy at law for any breach by him of any of any of the covenants and agreements set forth in this Section 4 will be inadequate and will cause immediate and irreparable injury to Employer and that in the event of any such breach, Employer, in addition to the other remedies which may be available to it at law, shall be entitled to seek obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. (f) The parties hereto intend that the covenants and agreements contained in this Section 4 shall be deemed to include a series of separate covenants and agreements, one for each and every county of the states in which the Employer or any of the Employer’s Affiliates does business. If, in any judicial proceeding, the duration or scope of any covenant or agreement of Employee contained in this Section 4 shall be adjudicated to be invalid or unenforceable, the parties agree that this Agreement shall be deemed amended to reduce such duration or scope to the extent necessary to permit enforcement of such covenant or agreement, such amendment to apply only with respect to the operation of such covenant and agreement in the particular jurisdiction in which such adjudication is made.