Common use of Confidentiality, Non-Competition and Non-Solicitation Clause in Contracts

Confidentiality, Non-Competition and Non-Solicitation. (a) Consultant acknowledges that: the business of acquiring manufacturing, distributing, reselling and brokering Ethanol and/or other alternative fuels (the "BUSINESS") is intensely competitive and Consultant's former and current position with Accessity and the Company has exposed the Consultant to knowledge of confidential information of the Company; the direct and indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's Business; and the engaging by Consultant in any of the activities prohibited by this Agreement may constitute improper appropriation and/or use of such information and trade secrets. Consultant expressly acknowledges the trade secret status of the confidential information and that the confidential information constitutes a protectable business interest of the Company. Confidential information and trade secrets include, but are not limited to, customer and client lists, price lists, marketing and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawings, inventions, discoveries, applications or processes which are not in the public domain (all the foregoing shall be referred to herein as the "CONFIDENTIAL INFORMATION"). (b) For purposes of this Agreement, the term "COMPANY" shall be construed to include the Company and its current and future subsidiaries and affiliates engaged in the Business. (c) From and after the Closing of the Share Exchange Agreement (the "EFFECTIVE TIME"), Consultant shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the confidential information of the Company other than in the proper performance of the duties contemplated thereafter, or as required by a court of competent jurisdiction or other administrative or legislative body; PROVIDED THAT, prior to disclosing any of the confidential information to a court or other administrative or legislative body, Consultant shall promptly notify the Company so that it may seek a protective order or other appropriate remedy. Consultant agrees to return all confidential information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his engagement for any reason. (d) From the Effective Time until the fifth anniversary of the Effective Time (the "NON-COMPETITION Period"), Consultant shall not engage in Competition (as defined below) with the Company. For purposes of this Agreement, "COMPETITION" by Consultant shall mean Consultant's engaging in, or otherwise directly or indirectly being employed by or acting as a the Consultant or lender to, or being a director, officer, employee, principal, licensor, trustee, broker, agent, stockholder, member, owner, joint venturer or partner of, or permitting his name to be used in connection with the activities of any other business or organization which is engaged in the same business as the Business of the Company as the same shall be constituted at any time on the date hereof or during the tenure of the Consultant's engagement with the Company in any role as the case may be, whichever is later; PROVIDED THAT, it shall not be a violation of this Agreement for Consultant to (i) become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended or (ii) be employed by an entity that engages in the same business as the Business of the Company at the date of acquisition, so long as Consultant does not directly perform services for or work within a division or business unit of such entity that engages in such business.

Confidentiality, Non-Competition and Non-Solicitation. (a) Consultant acknowledges that: the business of acquiring manufacturing, distributing, reselling and brokering Ethanol and/or other alternative fuels (the "BUSINESS") is intensely competitive and Consultant's former and current position with Accessity and the Company has exposed the Consultant to knowledge of confidential information of the Company; the direct and indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's Business; and the engaging by Consultant in any of the activities prohibited by this Agreement may constitute improper appropriation and/or use of such information and trade secrets. Consultant expressly acknowledges the trade secret status of the confidential information and that the confidential information constitutes a protectable business interest of the Company. Confidential information and trade secrets include, but are not limited to, customer and client lists, price lists, marketing and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawings, inventions, discoveries, applications or processes which are not in the public domain (all the foregoing shall be referred to herein as the "CONFIDENTIAL INFORMATION"). (b) For purposes of this Agreement, the term "COMPANY" shall be construed to include the Company and its current and future subsidiaries and affiliates engaged in the Business. (c) From and after the Closing of the Share Exchange Agreement (the "EFFECTIVE TIME"), Consultant shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the confidential information of the Company other than in the proper performance of the duties contemplated thereafter, or as required by a court of competent jurisdiction or other administrative or legislative body; PROVIDED THAT, prior to disclosing any of the confidential information to a court or other administrative or legislative body, Consultant shall promptly notify the Company so that it may seek a protective order or other appropriate remedy. Consultant agrees to return all confidential information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his engagement for any reason. (d) From the Effective Time until the fifth anniversary of the Effective Time (the "NON-COMPETITION Period"), Consultant shall not engage in Competition (as defined below) with the Company. For purposes of this Agreement, "COMPETITION" by Consultant shall mean Consultant's engaging in, or otherwise directly or indirectly being employed by or acting as a the Consultant consultant or lender to, or being a director, officer, employee, principal, licensor, trustee, broker, agent, stockholder, member, owner, joint venturer or partner of, or permitting his name to be used in connection with the activities of any other business or organization which is engaged in the same business as the Business of the Company as the same shall be constituted at any time on the date hereof or during the tenure of the Consultant's engagement with the Company in any role as the case may be, whichever is laterhereof; PROVIDED THAT, it shall not be a violation of this Agreement for Consultant to (i) become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934Act, as amended or (ii) be employed by an entity that engages in the same business as the Business of the Company at the date of acquisition, so long as Consultant does not directly perform services for or work within a division or business unit of such entity that engages in such business.

Confidentiality, Non-Competition and Non-Solicitation. (a) Consultant acknowledges that: a. Both parties acknowledge that the Employee’s position is one of considerable responsibility and requires considerable training, relationships and contacts with customers, clients and potential customers and clients, and experience that it will take a substantial amount of Employer’s time to replace an employee who has received such training, relationships, contacts and experience as are typically afforded by Employer; and b. As a condition of employment and continued employment of Employee by Employer, the parties mutually agree that confidentiality of material matters is required in connection with the business of acquiring manufacturing, distributing, reselling Employer and brokering Ethanol and/or other alternative fuels (in connection with the "BUSINESS") is intensely competitive and Consultant's former and current position with Accessity operations and the Company has exposed names of Employer’s customers and clients, and that accordingly, it is vital that Employer be protected from direct or indirect competition from key employees whose employment might be terminated by or from Employer, said protection required during employment and for a reasonable period of time after termination thereof. c. It is hereby agreed by and between the Consultant to knowledge of confidential information parties that, as a part of the Company; the direct and indirect disclosure of any such confidential information to existing or potential competitors valuable consideration of the Company would place the Company at a competitive disadvantage employment and would do damage, monetary continued employment of Employee by Employer: (1) That Employee shall treat and keep secret all material matters relating directly or otherwise, indirectly to the Company's Business; and the engaging by Consultant in any business of the activities prohibited by this Agreement may constitute improper appropriation and/or use of such information and trade secrets. Consultant expressly acknowledges the trade secret status of the confidential information and that the confidential information constitutes a protectable business interest of the Company. Confidential information and trade secrets includeEmployer, including but are not limited to, the content of all manuals, memoranda, production, marketing, promotional and training materials, financial statements, sales and operations records, business methods, systems and forms, production records, billing rates, cost rates, employee salaries and work histories, customer and client lists, price mailing lists, marketing and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawingsprocesses, inventions, discoveriesformulas, applications job production and cost records, special terms with customers and clients or processes which are any other material information relative to the past, present or prospective customers and operations as completely confidential information entrusted to her solely for use in her capacity as an employee of Employer. Employee further agrees not to keep and/or use any papers, records, or any information whatsoever relative to any of the matters referred to in the public domain (all preceding sentence, nor shall Employee furnish, make available or otherwise divulge such information to any person during or after her employment by Employer, unless specifically instructed to do so in writing signed by the foregoing shall be referred to herein as the "CONFIDENTIAL INFORMATION")CEO. (b2) For purposes That if (i) Employee shall voluntarily, or (ii) for any reason other than in connection with a Change of this AgreementControl, Employer shall terminate Employee, it is specifically agreed and understood that Employee, for a period of one (1) year from the term "COMPANY" date of termination, shall not, within a radius of one hundred (100) miles of Dubuque, Iowa, Opelousas, Louisiana or Northwood, Iowa and/or any other gaming entities operated by Employer (the “Territories”), directly or indirectly engage in, be construed to include interested in, or in any manner whatsoever be connected with any casino located within the Company and its current and future subsidiaries and affiliates engaged in the BusinessTerritory. (c3) From That if for any reason Employee shall voluntarily or involuntarily terminate her employment or Employer shall terminate Employee, it is specifically agreed and after understood that Employee, for a period of one (1) year from the Closing date of the Share Exchange Agreement (the "EFFECTIVE TIME")termination, Consultant shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacitycapacity whatsoever, make known, disclose, furnish, make available hire or utilize solicit for employment any employee of the confidential information of the Company other than in the proper performance of the duties contemplated thereafter, or as required by a court of competent jurisdiction or other administrative or legislative body; PROVIDED THAT, prior to disclosing any of the confidential information to a court or other administrative or legislative body, Consultant shall promptly notify the Company so that it may seek a protective order or other appropriate remedy. Consultant agrees to return all confidential information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his engagement for any reasonEmployer. (d) From the Effective Time until the fifth anniversary of the Effective Time (the "NON-COMPETITION Period"), Consultant shall not engage in Competition (as defined below) with the Company. For purposes of this Agreement, "COMPETITION" by Consultant shall mean Consultant's engaging in, or otherwise directly or indirectly being employed by or acting as a the Consultant or lender to, or being a director, officer, employee, principal, licensor, trustee, broker, agent, stockholder, member, owner, joint venturer or partner of, or permitting his name to be used in connection with the activities of any other business or organization which is engaged in the same business as the Business of the Company as the same shall be constituted at any time on the date hereof or during the tenure of the Consultant's engagement with the Company in any role as the case may be, whichever is later; PROVIDED THAT, it shall not be a violation of this Agreement for Consultant to (i) become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended or (ii) be employed by an entity that engages in the same business as the Business of the Company at the date of acquisition, so long as Consultant does not directly perform services for or work within a division or business unit of such entity that engages in such business.

Confidentiality, Non-Competition and Non-Solicitation. (a) Consultant acknowledges that: a. Both parties acknowledge that Employee’s position is one of considerable responsibility and requires considerable training, relationships and contacts with customers, clients and potential customers and clients, and experience that it will take a substantial amount of Employer’s time to replace an employee who has received such training, relationships, contacts and experience as are typically afforded by Employer. b. As a condition of employment and continued employment of Employee by Employer, the parties mutually agree that confidentiality is required in connection with the business of acquiring manufacturing, distributing, reselling Employer and brokering Ethanol and/or other alternative fuels (in connection with the "BUSINESS") is intensely competitive and Consultant's former and current position with Accessity operations and the Company has exposed names of Employer’s customers and clients, and that accordingly, it is vital that Employer be protected from direct or indirect competition from key employees whose employment might be terminated by or from Employer, said protection required during employment and for a reasonable period of time after termination thereof. c. It is hereby agreed by and between the Consultant to knowledge of confidential information parties that, as a part of the Company; the direct and indirect disclosure of any such confidential information to existing or potential competitors valuable consideration of the Company would place the Company at a competitive disadvantage employment and would do damage, monetary continued employment of Employee by Employer: (1) That Employee shall treat and keep secret all matters relating directly or otherwise, indirectly to the Company's Business; and the engaging by Consultant in any business of the activities prohibited by this Agreement may constitute improper appropriation and/or use of such information and trade secrets. Consultant expressly acknowledges the trade secret status of the confidential information and that the confidential information constitutes a protectable business interest of the Company. Confidential information and trade secrets includeEmployer, including but are not limited to, the content of all manuals, memoranda, production, marketing, promotional and training materials, financial statements, sales and operations records, business methods, systems and forms, production records, billing rates, cost rates, employee salaries and work histories, customer and client lists, price mailing lists, marketing processes, inventions, formulas, job production and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systemscost records, special projects terms with customers and technological research, including projects, research and reports for any entity clients or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating theretorelative to the past, present or prospective customers and operations as completely confidential information entrusted to him solely for use in his capacity as an employee of Employer. Employee further agrees not to keep and/or use any other papers, records, files, drawings, inventions, discoveries, applications or processes which are not any information whatsoever relative to any of the matters referred to in the public domain (all preceding sentence, nor shall Employee furnish, make available or otherwise divulge such information to any person during or after his employment by Employer, unless specifically instructed to do so in writing signed by the foregoing shall be referred to herein as the "CONFIDENTIAL INFORMATION")CEO. (b2) For purposes That if for any reason Employee shall voluntarily, or involuntarily, terminate his employment or Employer shall terminate Employee, it is specifically agreed and understood that Employee, for a period of one (1) year from the date of termination, shall not, within a radius of fifty (50) miles of Dubuque, Iowa, Opelousas, Louisiana, Northwood, Iowa and/or any other gaming entities operated by the Employer (the “Territories”), directly or indirectly engage in, be interested in, or in any manner whatsoever be connected with any casino or racino located within the Territories. The Territories shall not include the State of Nevada. To the contrary notwithstanding, this covenant against non-competition shall not extend beyond the normal expiration of the Term or Extended Term, as may be applicable, of this Agreement, the term "COMPANY" shall be construed to include the Company and its current and future subsidiaries and affiliates engaged in the Business. (c3) From That if for any reason Employee shall voluntarily or involuntarily terminate his employment or Employer shall terminate Employee, it is specifically agreed and after understood that Employee, for a period of one (1) year from the Closing date of the Share Exchange Agreement (the "EFFECTIVE TIME")termination, Consultant shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacitycapacity whatsoever, make known, disclose, furnish, make available hire or utilize solicit for employment any current employee of the confidential information of the Company other than in the proper performance of the duties contemplated thereafter, or as required by a court of competent jurisdiction or other administrative or legislative body; PROVIDED THAT, prior to disclosing any of the confidential information to a court or other administrative or legislative body, Consultant shall promptly notify the Company so that it may seek a protective order or other appropriate remedy. Consultant agrees to return all confidential information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his engagement for any reasonEmployer. (d) From the Effective Time until the fifth anniversary of the Effective Time (the "NON-COMPETITION Period"), Consultant shall not engage in Competition (as defined below) with the Company. For purposes of this Agreement, "COMPETITION" by Consultant shall mean Consultant's engaging in, or otherwise directly or indirectly being employed by or acting as a the Consultant or lender to, or being a director, officer, employee, principal, licensor, trustee, broker, agent, stockholder, member, owner, joint venturer or partner of, or permitting his name to be used in connection with the activities of any other business or organization which is engaged in the same business as the Business of the Company as the same shall be constituted at any time on the date hereof or during the tenure of the Consultant's engagement with the Company in any role as the case may be, whichever is later; PROVIDED THAT, it shall not be a violation of this Agreement for Consultant to (i) become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended or (ii) be employed by an entity that engages in the same business as the Business of the Company at the date of acquisition, so long as Consultant does not directly perform services for or work within a division or business unit of such entity that engages in such business.

Confidentiality, Non-Competition and Non-Solicitation. (a) Consultant Executive acknowledges that: the business of acquiring manufacturing, distributing, reselling and brokering Ethanol and/or other alternative fuels (the "BUSINESS") is intensely competitive and ConsultantExecutive's former interest in one or more of the Acquired Companies and/or the Executive's former and current position with Accessity and the Company has exposed exposed, and will continue to expose the Consultant Executive to knowledge of confidential information of the Company; the direct and indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's Business; and the engaging by Consultant Executive in any of the activities prohibited by this Agreement may constitute improper appropriation and/or use of such information and trade secrets. Consultant Executive expressly acknowledges the trade secret status of the confidential information and that the confidential information constitutes a protectable business interest of the Company. Confidential information and trade secrets include, but are not limited to, customer and client lists, price lists, marketing and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawings, inventions, discoveries, applications or processes which are not in the public domain (all the foregoing shall be referred to herein as the "CONFIDENTIAL INFORMATION"). (b) For purposes of this Agreement, the term "COMPANY" shall be construed to include the Company and its current and future subsidiaries and affiliates engaged in the Business. (c) From and after the Closing Date of the Share Exchange Agreement (the "EFFECTIVE TIME"), Consultant Executive shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the confidential information of the Company other than in the proper performance of the duties contemplated thereafter, or as required by a court of competent jurisdiction or other administrative or legislative body; PROVIDED THAT, prior to disclosing any of the confidential information to a court or other administrative or legislative body, Consultant Executive shall promptly notify the Company so that it may seek a protective order or other appropriate remedy. Consultant Executive agrees to return all confidential information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his engagement for any reason. (d) From the Effective Time until the fifth third anniversary of the Effective Time (the "NON-COMPETITION Period"), Consultant Executive shall not engage in Competition (as defined below) with the Company. For purposes of this Agreement, "COMPETITION" by Consultant Executive shall mean ConsultantExecutive's engaging in, or otherwise directly or indirectly being employed by or acting as a the Consultant consultant or lender to, or being a director, officer, employee, principal, licensor, trustee, broker, agent, stockholder, member, owner, joint venturer or partner of, or permitting his name to be used in connection with the activities of any other business or organization which is engaged in the same business as the Business of the Company as the same shall be constituted at any time on the date hereof or during the tenure of the Consultant's engagement with the Company in any role as the case may be, whichever is laterhereof; PROVIDED THAT, it shall not be a violation of this Agreement for Consultant Executive to (i) become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended or (ii) be employed by an entity that engages in the same business as the Business of the Company at the date of acquisitionCompany, so long as Consultant Executive does not directly perform services for or work within a division or business unit of such entity that engages in such business.

Confidentiality, Non-Competition and Non-Solicitation. (a) Consultant Executive acknowledges that: the business of acquiring manufacturing, distributing, reselling and brokering Ethanol and/or other alternative fuels (the "BUSINESS") is intensely competitive and ConsultantExecutive's former interest in one or more of the Acquired Companies and/or the Executive's former and current position with Accessity and the Company has exposed exposed, and will continue to expose the Consultant Executive to knowledge of confidential information of the Company; the direct and indirect disclosure of any such confidential information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's Business; and the engaging by Consultant Executive in any of the activities prohibited by this Agreement may constitute improper appropriation and/or use of such information and trade secrets. Consultant Executive expressly acknowledges the trade secret status of the confidential information and that the confidential information constitutes a protectable business interest of the Company. Confidential information and trade secrets include, but are not limited to, customer and client lists, price lists, marketing and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawings, inventions, discoveries, applications or processes which are not in the public domain (all the foregoing shall be referred to herein as the "CONFIDENTIAL INFORMATION"). (b) For purposes of this Agreement, the term "COMPANY" shall be construed to include the Company and its current and future subsidiaries and affiliates engaged in the Business. (c) From and after the Closing Date of the Share Exchange Agreement (the "EFFECTIVE TIME"), Consultant Executive shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the confidential information of the Company other than in the proper performance of the duties contemplated thereafter, or as required by a court of competent jurisdiction or other administrative or legislative body; PROVIDED THAT, prior to disclosing any of the confidential information to a court or other administrative or legislative body, Consultant Executive shall promptly notify the Company so that it may seek a protective order or other appropriate remedy. Consultant Executive agrees to return all confidential information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his engagement for any reason. (d) From the Effective Time until the fifth anniversary of the Effective Time (the "NON-COMPETITION Period"), Consultant Executive shall not engage in Competition (as defined below) with the Company. For purposes of this Agreement, "COMPETITION" by Consultant Executive shall mean ConsultantExecutive's engaging in, or otherwise directly or indirectly being employed by or acting as a the Consultant consultant or lender to, or being a director, officer, employee, principal, licensor, trustee, broker, agent, stockholder, member, owner, joint venturer or partner of, or permitting his name to be used in connection with the activities of any other business or organization which is engaged in the same business as the Business of the Company as the same shall be constituted at any time on the date hereof or during the tenure of the Consultant's engagement with the Company in any role as the case may be, whichever is laterhereof; PROVIDED THAT, it shall not be a violation of this Agreement for Consultant to (i) become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended or (ii) be employed by an entity that engages in the same business as the Business of the Company at the date of acquisition, so long as Consultant does not directly perform services for or work within a division or business unit of such entity that engages in such business.Executive to