Common use of Confidentiality Nonsolicitation Noncompetition Clause in Contracts

Confidentiality Nonsolicitation Noncompetition. (a) The Executive acknowledges the time and expense incurred by Direct Insite and the Company and their respective predecessors and affiliates in connection with developing proprietary and confidential information in connection with their business and operations. The Executive agrees that he will not divulge, communicate, use to the detriment of Direct Insite or the Company or any of their subsidiaries or affiliates (collectively the "Companies") or for the benefit of any other person, firm or entity, or misappropriate in any way, any confidential information or trade secrets relating to the Companies or any of their businesses including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), pro forma financial information, market analyses, acquisition terms and conditions, personnel information, trade processes, manufacturing methods, know-how, customer lists and relationships, supplier lists, or other non-public proprietary and confidential information relating to the Companies; provided that the following will not constitute such confidential information or trade secrets for purposes of this agreement: (a) information which is or becomes generally available to the public other than as a result of its disclosure, directly or indirectly, by the Executive, and (b) information which is required to be and actually is disclosed by the Company solely as required by law. (b) From and after the date hereof and until two years after the termination of the Executive's employment hereunder, the Executive shall not, directly or indirectly, for himself or on behalf of any other person, firm or entity, employ, engage or retain any person who at any time during the then-preceding 12-month period shall have been an employee of any of the Companies or contact any supplier, customer or employee of any of the Companies for the purpose of soliciting or diverting any such supplier, customer or employee from the Companies or otherwise interfering with the business relationship of the Companies with any of the foregoing. (c) From and after the date hereof and until two years after the termination of the Executive's employment hereunder, the Executive shall not, directly or indirectly, engage in, or serve as a principal, partner, joint venturer, member, manager, trustee, agent, stockholder, director, officer or employee of, or consultant or advisor to, or in any other capacity, or in any manner own, control, manage, operate, or otherwise participate, invest, or have any interest in, or be connected with, any person, firm or entity that engages in, directly or indirectly, any activity that is competitive with any business of the Companies as then conducted in the United States or Europe within 500 miles of any facility of the Companies or of any material customer of the Companies; provided, however, that, notwithstanding the foregoing, the Executive may own up to 2% of the voting securities of any publicly-traded company. (d) The Executive acknowledges that his employment hereunder and agreements herein (including the agreements of this section 6) are reasonable and necessary for the protection of the Companies and are an essential inducement to the Company's and Direct Insite's entering into the Merger Agreement and related agreements. Accordingly, the Executive shall be bound by the provisions hereof (including the provisions of this section 6) to the maximum extent permitted by law, it being the intent and spirit of the parties that the foregoing shall be fully enforceable. However, the parties further agree that, if any of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, property or subject matter, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall herein pertain. (e) The Executive acknowledges that the services to be rendered under the provisions of this agreement are of a unique nature and that it would be difficult or impossible to replace such services and that by reason thereof the Executive agrees and consents that if he violates the provisions of this section 6, the Company, in addition to any other rights and remedies available under this agreement or otherwise, shall be entitled to an injunction to be issued or specific enforcement to be required (without the necessity of any bond) restricting the Executive from committing or continuing any such violation.

Confidentiality Nonsolicitation Noncompetition. (a) The Executive acknowledges the time and expense incurred by Direct Insite and the Company and their respective predecessors and affiliates its subsidiaries in connection with developing proprietary and confidential information in connection with their business and operations. The Executive agrees that he will not divulge, communicate, use to the detriment of Direct Insite or the Company or any of their its subsidiaries or affiliates (collectively the "Companies") or for the benefit of any other person, firm or entity, or misappropriate in any way, any confidential information or trade secrets relating to the Companies or any of their businesses including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), pro forma financial information, market analyses, acquisition terms and conditions, personnel information, trade processes, manufacturing methods, know-how, customer lists and relationships, supplier lists, or other non-public proprietary and confidential information relating to the Companies; provided that the following will not constitute such confidential information or trade secrets for purposes of this agreement: . (a) information which is or becomes generally available to During the public other than as a result of its disclosureTerm, directly or indirectlythe Severance Period, by the Executiveif any, and (b) information which is required to be and actually is disclosed by the Company solely as required by law. (b) From and after the date hereof and until two years after the termination of the Executive's employment hereunderAdditional Term, if any, the Executive shall not, directly or indirectly, for himself or on behalf of any other person, firm or entity, employ, engage or retain any person who at any time during the then-preceding 12-month period shall have been an employee of any of the Companies or contact any supplier, customer or employee of any of the Companies for the purpose of soliciting or diverting any such supplier, customer or employee from the Companies or otherwise interfering with the business relationship of the Companies with any of the foregoing. (cb) From During the Term, the Severance Period, if any, and after the date hereof and until two years after the termination of the Executive's employment hereunderAdditional Term, if any, the Executive shall not, directly or indirectly, engage in, or serve as a principal, partner, joint venturer, member, manager, trustee, agent, stockholder, director, officer or employee of, or consultant or advisor to, or in any other capacity, or in any manner own, control, manage, operate, or otherwise participate, invest, or have any interest in, or be connected with, any person, firm or entity that engages in, directly or indirectly, any activity that is the same as, similar to or competitive with with, any business of the Companies as then conducted in the United States or Europe within 500 2,000 miles of any facility of the Companies or of any material customer of the Companies; provided, -------- however, that, notwithstanding the foregoing, the Executive may own up to 2% of ------- the voting securities of any publicly-traded company. (dc) The Executive acknowledges that his employment hereunder and agreements herein (including the agreements of this section 6) are reasonable and necessary for the protection of the Companies and are an essential inducement to the Company's and Direct Insite's entering into the Merger Asset Purchase Agreement and related agreements. Accordingly, the Executive shall be bound by the provisions hereof (including the provisions of this section 6) to the maximum extent permitted by law, it being the intent and spirit of the parties that the foregoing shall be fully enforceable. However, the parties further agree that, if any of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, property or subject matter, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall herein pertain. (ed) The Executive acknowledges that the services to be rendered under the provisions of this agreement Agreement are of a unique nature and that it would be difficult or impossible to replace such services and that by reason thereof the Executive agrees and consents that if he violates the provisions of this section 6, the Company, in addition to any other rights and remedies available under this agreement Agreement or otherwise, shall be entitled to an injunction to be issued or specific enforcement to be required (without the necessity of any bond) restricting the Executive from committing or continuing any such violation.

Confidentiality Nonsolicitation Noncompetition. (a) The Executive acknowledges the time and expense incurred by Direct Insite and the Company and their respective predecessors and affiliates Companies in connection with developing proprietary and confidential information in connection with their business respective businesses and operations. The Executive agrees that he she will not not, except as required to perform her duties under this Agreement, or as required by law or court order, divulge, communicate, use to the detriment of Direct Insite or the Company or any of their subsidiaries or affiliates (collectively the "Companies") Companies or for the benefit of any other person, firm or entity, or misappropriate in any way, any confidential information or trade secrets relating to the Companies or any of their businesses businesses, which have not been publicly disclosed, including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible Merger or acquisition candidates), pro forma financial information, market analyses, acquisition terms and conditions, personnel information, trade processes, manufacturing methods, know-howprogramming code and methodologies, customer lists and relationships, supplier lists, or other non-public proprietary and confidential information relating to the Companies; provided that the following will not constitute such confidential information or trade secrets for purposes of this agreement: (a) information which is or becomes generally available to the public other than as a result of its disclosure, directly or indirectly, by the Executive, and (b) information which is required to be and actually is disclosed by the Company solely as required by law. (b) From During the Term and for a period of one year after the date hereof and until two years after expiration of the Term or termination of the Executive's employment hereunderthis Agreement by its terms, the Executive shall not, directly or indirectly, for himself herself or on behalf of any other person, firm or entity, (i) employ, engage or retain any person who who, as of, or at any time during the then-preceding 12-month period shall have been prior to, the Termination Date is or was an employee of the Company, except for any such employee whose employment was involuntarily or constructively terminated by the Company; or (ii) contact any supplier or customer of the Companies or contact any supplier, customer or employee of any of the Companies Company for the purpose of soliciting or diverting inducing any such supplier, supplier or customer to suspend or employee from the Companies or otherwise interfering terminate his/her/its business relationship with the business relationship of the Companies with any of the foregoingCompany. (c) From and after the date hereof and until two years after the termination of the Executive's employment hereunder, the Executive shall not, directly or indirectly, engage in, or serve as a principal, partner, joint venturer, member, manager, trustee, agent, stockholder, director, officer or employee of, or consultant or advisor to, or in any other capacity, or in any manner own, control, manage, operate, or otherwise participate, invest, or have any interest in, or be connected with, any person, firm or entity that engages in, directly or indirectly, any activity that is competitive with any business of the Companies as then conducted in the United States or Europe within 500 miles of any facility of the Companies or of any material customer of the Companies; provided, however, that, notwithstanding the foregoing, the Executive may own up to 2% of the voting securities of any publicly-traded company. (d) The Executive acknowledges that his her employment hereunder and agreements herein (including the agreements of this section 6) Section 6 are reasonable and necessary for the protection of the Companies and are an essential inducement to the Company's and Direct Insite's entering into the Merger Agreement and related agreementsCompanies. Accordingly, the Executive shall be bound by the provisions hereof (including the provisions of this section 6) Section 6 to the maximum extent permitted by law, it being the intent and spirit of the parties that the foregoing shall be fully enforceable. However, the parties further agree that, if any of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, property or subject matter, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall herein pertain. (ed) The In the event Executive acknowledges that the services to be rendered under the provisions violates any provision of this agreement are of a unique nature and that it would be difficult or impossible to replace such services and that by reason thereof the Executive agrees and consents that if he violates the provisions of this section Section 6, the Company, in addition to any other rights and remedies available to it under this agreement Agreement or otherwise, shall be entitled to pursue an injunction to be issued or specific enforcement to be required (without the necessity of any bond) required, restricting the Executive from committing or continuing any such violation.

Confidentiality Nonsolicitation Noncompetition. (a) The Executive acknowledges the time covenants and expense incurred by Direct Insite and the Company and their respective predecessors and affiliates in connection with developing proprietary and confidential information in connection with their business and operations. The Executive agrees that agrees: (i) That he will not divulge, communicate, use to the detriment knowingly divulge any material or confidential proprietary matters of Direct Insite or the Company or any of their subsidiaries or affiliates (collectively which are not otherwise in the "Companies") or for the benefit of any other personpublic domain, firm or entity, or misappropriate in any way, any confidential information or trade secrets relating to the Companies or any of their businesses including, without limitation, financial records, trade secrets, business strategies, operating plans, acquisition strategies (including the identities of (pricing policies, and any other information concerning) possible acquisition candidates), pro forma financial information, market analyses, acquisition terms and conditions, personnel information, trade processes, manufacturing methods, know-how, customer lists and relationships, supplier lists, except as required in the course of performing duties hereunder or as required by law, regulation or judicial or other non-public proprietary legal process, either during or after the termination of employment by the Company; (ii) That he will deliver to the Company on termination of his employment by the Company, at the Company's expense all memoranda, notes, records, reports and confidential information other documents, and all copies thereof, relating to the Companies; provided that business of the following will not constitute such confidential information Company which he obtained while employed by, or trade secrets for purposes otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control. (iii) That during the Term the Executive, alone or together with any other person, firm, partnership, corporation or other entity whatsoever, except any subsidiaries or affiliates of this agreement: (a) information which is or becomes generally available to the public other than as a result of its disclosureCompany, directly or indirectly, by the Executivewhether as an officer, and (b) information director, stockholder, partner, proprietor, associate, employee, representative, landlord, sublandlord, public relations or advertising representative, management consultant or otherwise, will not engage in, or become or be interested in or associated with, any other person, corporation, firm, partnership or other entity whatsoever engaged in a business in which is required to be and actually is disclosed by the Company solely as required by lawshall then be engaged in or in which the Company within the preceding twelve (12) months engaged in or at any time during such period was the subject of a formal business proposal which the Company was actively considering. (b) From and With respect to employment after the date hereof and until two years after the termination of the Executive's employment hereunderwith the Company: (i) Throughout his employment and for a period of two (2) years after termination of his employment, the Executive shall not, he will not directly or indirectly, for himself induce or on behalf attempt to influence any employee of the Company to leave its employ; aid or agree to aid any other personcompetitor, firm customer or entity, employ, engage or retain supplier of the Company in any attempt to hire any person who at any time during the then-preceding 12-month period shall have been an employee of employed by the Company within the 365 day period next preceding such requested aid; induce or attempt to influence any person or business entity who was a customer or supplier of the Companies or contact Company during any supplier, customer or employee portion of any said period to transact business with a competitor of the Companies Company; or participate in planning for or accept any employment or any other association with any company which then employs more than two former employees of Company within the purpose 365 day period next preceding his termination of soliciting or diverting any such supplier, customer or employee from the Companies or otherwise interfering employment with the business relationship Company without the prior written consent of the Companies with any of the foregoingCompany. (cii) From Throughout his employment and after the date hereof and until for a period of two (2) years after the termination of the Executive's employment hereunderhis employment, the Executive shall not, he will not directly or indirectly, engage become interested in, or serve otherwise become employed by or act as a consultant or lender to, or render any services to, or become a director, officer, employee, principal, partner, joint venturer, member, manager, trustee, agent, stockholder, directormanager, officer member, owner or employee partner of, or consultant or advisor to, or in any other capacity, or in any manner own, control, manage, operate, or otherwise participate, invest, or have any interest in, or be connected with, any person, firm or entity that engages in, directly or indirectly, any activity that is competitive with employer of any business of the Companies as then conducted or organization (a "Competing Business") which engages in the United States or Europe within 500 miles business of any facility of the Companies or of any material customer of the Companiestransmodal chassis and transmodal dry freight container leasing; provided, however, that, that notwithstanding the foregoing, it shall not be a violation of this Section 15(b)(ii) for the Executive may own to become the registered or beneficial owner of up to two percent (2% %) of any class of the voting securities capital stock of any publicly-traded company. (d) The Executive acknowledges a Competing Business registered under the Securities Exchange Act of 1934, as amended, provided that his employment hereunder and agreements herein (including the agreements of this section 6) are reasonable and necessary for the protection of the Companies and are an essential inducement to the Company's and Direct Insite's entering into the Merger Agreement and related agreements. Accordingly, the Executive shall be bound by does not otherwise participate in the provisions hereof (including the provisions business of this section 6) to the maximum extent permitted by law, it being the intent and spirit of the parties that the foregoing shall be fully enforceable. However, the parties further agree that, if any of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, property or subject matter, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall herein pertaincorporation. (e) The Executive acknowledges that the services to be rendered under the provisions of this agreement are of a unique nature and that it would be difficult or impossible to replace such services and that by reason thereof the Executive agrees and consents that if he violates the provisions of this section 6, the Company, in addition to any other rights and remedies available under this agreement or otherwise, shall be entitled to an injunction to be issued or specific enforcement to be required (without the necessity of any bond) restricting the Executive from committing or continuing any such violation.

Confidentiality Nonsolicitation Noncompetition. (a) The Executive acknowledges the time covenants and expense incurred by Direct Insite and the Company and their respective predecessors and affiliates in connection with developing proprietary and confidential information in connection with their business and operations. The Executive agrees that agrees: (i) That he will not divulge, communicate, use to the detriment knowingly divulge any material or confidential proprietary matters of Direct Insite or the Company or any of their subsidiaries or affiliates (collectively which are not otherwise in the "Companies") or for the benefit of any other personpublic domain, firm or entity, or misappropriate in any way, any confidential information or trade secrets relating to the Companies or any of their businesses including, without limitation, financial records, trade secrets, business strategies, operating plans, acquisition strategies (including the identities of (pricing policies, and any other information concerning) possible acquisition candidates), pro forma financial information, market analyses, acquisition terms and conditions, personnel information, trade processes, manufacturing methods, know-how, customer lists and relationships, supplier lists, except as required in the course of performing duties hereunder or as required by law, regulation or judicial or other non-public proprietary legal process, either during or after the termination of employment by the Company; (ii) That he will deliver to the Company on termination of his employment by the Company, at the Company’s expense all memoranda, notes, records, reports and confidential information other documents, and all copies thereof, relating to the Companies; provided that business of the following will not constitute such confidential information Company which he obtained while employed by, or trade secrets for purposes otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control. (iii) That during the Term the Executive, alone or together with any other person, firm, partnership, corporation or other entity whatsoever, except any subsidiaries or affiliates of this agreement: (a) information which is or becomes generally available to the public other than as a result of its disclosureCompany, directly or indirectly, by the Executivewhether as an officer, and (b) information director, stockholder, partner, proprietor, associate, employee, representative, landlord, sublandlord, public relations or advertising representative, management consultant or otherwise, will not engage in, or become or be interested in or associated with, any other person, corporation, firm, partnership or other entity whatsoever engaged in a business in which is required to be and actually is disclosed by the Company solely as required by lawshall then be engaged in or in which the Company within the preceding twelve (12) months engaged in or at any time during such period was the subject of a formal business proposal which the Company was actively considering. (b) From and With respect to employment after the date hereof and until two years after the termination of the Executive's ’s employment hereunderwith the Company: (i) Throughout his employment and for a period of two (2) years after termination of his employment, the Executive shall not, he will not directly or indirectly, for himself induce or on behalf attempt to influence any employee of the Company to leave its employ; aid or agree to aid any other personcompetitor, firm customer or entity, employ, engage or retain supplier of the Company in any attempt to hire any person who at any time during the then-preceding 12-month period shall have been an employee of employed by the Company within the 365 day period next preceding such requested aid; induce or attempt to influence any person or business entity who was a customer or supplier of the Companies or contact Company during any supplier, customer or employee portion of any said period to transact business with a competitor of the Companies Company; or participate in planning for or accept any employment or any other association with any company which then employs more than two former employees of Company within the purpose 365 day period next preceding his termination of soliciting or diverting any such supplier, customer or employee from the Companies or otherwise interfering employment with the business relationship Company without the prior written consent of the Companies with any of the foregoingCompany. (cii) From Throughout his employment and after the date hereof and until for a period of two (2) years after the termination of the Executive's employment hereunderhis employment, the Executive shall not, he will not directly or indirectly, engage become interested in, or serve otherwise become employed by or act as a consultant or lender to, or render any services to, or become a director, officer, employee, principal, partner, joint venturer, member, manager, trustee, agent, stockholder, directormanager, officer member, owner or employee partner of, or consultant or advisor to, or in any other capacity, or in any manner own, control, manage, operate, or otherwise participate, invest, or have any interest in, or be connected with, any person, firm or entity that engages in, directly or indirectly, any activity that is competitive with employer of any business of the Companies as then conducted or organization (a “Competing Business”) which engages in the United States or Europe within 500 miles business of any facility of the Companies or of any material customer of the Companiestransmodal chassis and transmodal dry freight container leasing; provided, however, that, that notwithstanding the foregoing, it shall not be a violation of this Section 15(b)(ii) for the Executive may own to become the registered or beneficial owner of up to two percent (2% %) of any class of the voting securities capital stock of any publicly-traded company. (d) The Executive acknowledges a Competing Business registered under the Securities Exchange Act of 1934, as amended, provided that his employment hereunder and agreements herein (including the agreements of this section 6) are reasonable and necessary for the protection of the Companies and are an essential inducement to the Company's and Direct Insite's entering into the Merger Agreement and related agreements. Accordingly, the Executive shall be bound by does not otherwise participate in the provisions hereof (including the provisions business of this section 6) to the maximum extent permitted by law, it being the intent and spirit of the parties that the foregoing shall be fully enforceable. However, the parties further agree that, if any of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, property or subject matter, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall herein pertaincorporation. (e) The Executive acknowledges that the services to be rendered under the provisions of this agreement are of a unique nature and that it would be difficult or impossible to replace such services and that by reason thereof the Executive agrees and consents that if he violates the provisions of this section 6, the Company, in addition to any other rights and remedies available under this agreement or otherwise, shall be entitled to an injunction to be issued or specific enforcement to be required (without the necessity of any bond) restricting the Executive from committing or continuing any such violation.

Confidentiality Nonsolicitation Noncompetition. (a) The Executive acknowledges the time covenants and expense incurred by Direct Insite and the Company and their respective predecessors and affiliates in connection with developing proprietary and confidential information in connection with their business and operations. The Executive agrees that agrees: (i) That he will not divulge, communicate, use to the detriment knowingly divulge any material or confidential proprietary matters of Direct Insite or the Company or any of their subsidiaries or affiliates (collectively which are not otherwise in the "Companies") or for the benefit of any other personpublic domain, firm or entity, or misappropriate in any way, any confidential information or trade secrets relating to the Companies or any of their businesses including, without limitation, financial records, trade secrets, business strategies, operating plans, acquisition strategies (including the identities of (pricing policies, and any other information concerning) possible acquisition candidates), pro forma financial information, market analyses, acquisition terms and conditions, personnel information, trade processes, manufacturing methods, know-how, customer lists and relationships, supplier lists, except as required in the course of performing duties hereunder or as required by law, regulation or judicial or other non-public proprietary legal process, either during or after the termination of employment by the Company; That he will deliver to the Company on termination of his employment by the Company, at the Company's expense all memoranda, notes, records, reports and confidential information other documents, and all copies thereof, relating to the Companies; provided that business of the following will not constitute such confidential information Company which he obtained while employed by, or trade secrets for purposes otherwise serving or acting on behalf of, the Company, and which he may then possess or have under his control. (ii) That during the Term the Executive, alone or together with any other person, firm, partnership, corporation or other entity whatsoever, except any subsidiaries or affiliates of this agreement: (a) information which is or becomes generally available to the public other than as a result of its disclosureCompany, directly or indirectly, by the Executivewhether as an officer, and (b) information director, stockholder, partner, proprietor, associate, employee, representative, landlord, sublandlord, public relations or advertising representative, management consultant or otherwise, will not engage in, or become or be interested in or associated with, any other person, corporation, firm, partnership or other entity whatsoever engaged in a business in which is required to be and actually is disclosed by the Company solely as required by lawshall then be engaged in or in which the Company within the preceding twelve (12) months engaged in or at any time during such period was the subject of a formal business proposal which the Company was actively considering. (b) From and With respect to employment after the date hereof and until two years after the termination of the Executive's employment hereunderwith the Company: (i) Throughout his employment and for a period of two (2) years after termination of his employment, he will not directly or indirectly, induce or attempt to influence any employee of the Executive Company to leave its employ; aid or agree to aid any competitor, customer or supplier of the Company in any attempt to hire any person who shall have been employed by the Company within the 365 day period next preceding such requested aid; induce or attempt to influence any person or business entity who was a customer or supplier of the Company during any portion of said period to transact business with a competitor of the Company; or participate in planning for or accept any employment or any other association with any company which then employs more than two former employees of Company within the 365 day period next preceding his termination of employment with the Company without the prior written consent of the Company. (ii) Throughout his employment and for a period of two (2) years after termination of his employment he will not, directly or indirectly, for himself or on behalf of any other person, firm or entity, employ, engage or retain any person who at any time during the then-preceding 12-month period shall have been an employee of any of the Companies or contact any supplier, customer or employee of any of the Companies for the purpose of soliciting or diverting any such supplier, customer or employee from the Companies or otherwise interfering with the business relationship of the Companies with any of the foregoing. (c) From and after the date hereof and until two years after the termination of the Executive's employment hereunder, the Executive shall not, directly or indirectly, engage become interested in, or serve otherwise become employed by or act as a consultant or lender to, or render any services to, or become a director, officer, employee, principal, partner, joint venturer, member, manager, trustee, agent, stockholder, directormanager, officer member, owner or employee partner of, or consultant or advisor to, or in employer of any other capacity, business or organization (a "Competing Business") which engages in any manner own, control, manage, operate, or otherwise participate, invest, or have any interest in, or be connected with, any person, firm or entity that engages in, directly or indirectly, any activity that is competitive with any the business of the Companies as then conducted in the United States or Europe within 500 miles of any facility of the Companies or of any material customer of the Companiestransmodal chassis and transmodal dry freight container leasing; provided, however, that, notwithstanding the foregoing, it shall not be a violation of this Section 15(b)(ii) for the Executive may own to become the registered or beneficial owner of up to two percent (2% %) of any class of the voting securities capital stock of any publicly-traded company. (d) The Executive acknowledges a Competing Business registered under the Securities Exchange Act of 1934, as amended, provided that his employment hereunder and agreements herein (including the agreements of this section 6) are reasonable and necessary for the protection of the Companies and are an essential inducement to the Company's and Direct Insite's entering into the Merger Agreement and related agreements. Accordingly, the Executive shall be bound by does not otherwise participate in the provisions hereof (including the provisions business of this section 6) to the maximum extent permitted by law, it being the intent and spirit of the parties that the foregoing shall be fully enforceable. However, the parties further agree that, if any of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, property or subject matter, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall herein pertaincorporation. (e) The Executive acknowledges that the services to be rendered under the provisions of this agreement are of a unique nature and that it would be difficult or impossible to replace such services and that by reason thereof the Executive agrees and consents that if he violates the provisions of this section 6, the Company, in addition to any other rights and remedies available under this agreement or otherwise, shall be entitled to an injunction to be issued or specific enforcement to be required (without the necessity of any bond) restricting the Executive from committing or continuing any such violation.