Common use of Covenants Not to Solicit or Compete Clause in Contracts

Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her Employment, she does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. Employee agrees that during the term of her Employment and continuing throughout the Severance Period or the Exclusion Period, as applicable, Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (a) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the Territory; (b) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her Employment; (c) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her Employment; or (d) persuade or attempt to persuade any person who (i) was employed by NOVA as of the date of the termination of Employee's Employment and (ii) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her employment relationship, whether or not pursuant to a written agreement, with NOVA, as the case may be.

Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her his Employment, she he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. Employee agrees that during the term of her his Employment and continuing throughout the Severance Period or the Exclusion Period, as applicable, Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (a) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the Territory; (b) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her his Employment; (c) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her his Employment; or (d) persuade or attempt to persuade any person who (i) was employed by NOVA as of the date of the termination of Employee's Employment and (ii) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her his employment relationship, whether or not pursuant to a written agreement, with NOVA, as the case may be.

Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her Employmenthis Employment and the anticipated Merger, she he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA Parent and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. As an inducement to Parent to enter into, complete and close the Merger and in consideration for Parent’s agreement to employ Employee with the compensation and benefits described herein, Employee agrees that during from and after the term of her Employment Effective Date, and continuing throughout thereafter for the Severance Period period specified in Section 8(e) (provided NOVA complies with its obligations set forth in Section 8 hereof), except as permitted or the Exclusion Period, as applicablecontemplated by this Agreement, Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (a) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services corporation) in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing provides credit card and or debit card transaction processing services within the Territory; (b) provide managerial, executive, advisory, consulting, sales or marketing services relating to credit card or debit card transaction processing to any person, firm, partnership, corporation, or unincorporated association of any kind which provides credit card or debit card transaction processing services within the Territory; (c) solicit or contact, for the purpose of providing products or services the same as or substantially similar to competing with those provided by NOVA the Business (or any other business of Parent in connection with the Businesswhich Employee was engaged), any person or entity that during the term of Employee's ’s Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material confidential information during the last twelve (12) months of her his Employment; (cd) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA Parent to terminate or modify such merchant's’s, associate bank's’s, ISO's’s, customer's’s, or supplier's ’s relationship with NOVA Parent if Employee had material contact with or learned material confidential information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her his Employment; or (de) persuade or attempt to persuade any person who (i) was employed by NOVA Parent or any of its subsidiaries as of the date of the termination of Employee's ’s Employment and (ii) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her his employment relationship, whether or not pursuant to a written agreement, with NOVAParent or any of its subsidiaries, as the case may be.

Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her his Employment, she he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. Employee agrees that during the term of her his Employment and continuing throughout thereafter for the Severance Period period specified in Section 8(e) (provided NOVA complies with its obligations set forth in Section 8 hereof), except as permitted or the Exclusion Period, as applicablecontemplated by this Agreement, Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (a) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services corporation) in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing provides credit card and or debit card transaction processing services within the Territory; (b) provide managerial, executive, advisory, consulting, sales or marketing services relating to credit card or debit card transaction processing to any person, firm, partnership, corporation, or unincorporated association of any kind which provides credit card or debit card transaction processing services within the Territory; (c) solicit or contact, for the purpose of providing products or services the same as or substantially similar to competing with those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material confidential information during the last twelve (12) months of her his Employment; (cd) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material confidential information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her his Employment; or (de) persuade or attempt to persuade any person who (iaa) was employed by NOVA as of the date of the termination of Employee's Employment and (iibb) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her his employment relationship, whether or not pursuant to a written agreement, with NOVA, as the case may be.

Covenants Not to Solicit or Compete. (a) Employee acknowledges and agrees that, because of her Employment, she does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established establish relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOsISOs within the Territory. In consideration of the benefits and compensation Employee is receiving hereunder, and other valuable consideration, Employee agrees that during the term of her Employment and continuing throughout the Severance Period or the Exclusion Period, as applicableapplicable (provided NOVA complies with its obligations set forth in Section 7 hereof), Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (ai) (aa) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or otherwise associate with(bb) otherwise, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consultin, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, management or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the TerritoryTerritory in competition with NOVA; (bii) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her Employment; (ciii) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her Employment; or (div) persuade or attempt to persuade any person who (iaa) was employed by NOVA as of the date of the termination of Employee's Employment and (iibb) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her employment relationship, whether or not pursuant to a written agreement, with NOVA, as the case may be.

Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her his Employment, she he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of the NOVA Entities and shall have established establish relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOsISOs within the Territory. In consideration for the benefits and compensation Employee is receiving hereunder, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee agrees that during the term of her his Employment and continuing throughout the Severance Period or the Exclusion Period, as applicableapplicable (provided NOVA complies with its obligations set forth in Section 9 hereof), except as permitted under Section 28 Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (a) (i) compete with any of the NOVA Entities in providing credit card and debit card transaction processing services within the Territory or (ii) otherwise associate with, obtain any interest in (except as a shareholder stockholder holding less than five percent (5%) interest in a corporation which is traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, management or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the Territory; (b) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by any of the NOVA Entities in connection with the NOVA Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective perspective merchant, associate bank, ISO or customer) of any of the NOVA Entities and with whom Employee had material contact or about whom which Employee learned material information during the last twelve (12) months of her his Employment; (c) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of any of the NOVA Entities to terminate or modify such merchant's, associate bank's, ISO's, 's customer's, or supplier's relationship with any of the NOVA Entities if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her his Employment; or (d) persuade or attempt to persuade any person who (iaa) was employed by any of the NOVA Entities as of the date of the termination of Employee's Employment Employment, and (iibb) is in a sales or management position with any of the NOVA Entities at the time of such contacttermination, to terminate or modify her his employment relationship, whether or not pursuant to a written agreement, with NOVAany of the NOVA Entities, as the case may be.

Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her EmploymentEmployment and the anticipated Merger, she does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA Parent and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. As an inducement to Parent to enter into, complete and close the Merger and in consideration for Parent’s agreement to employ Employee with the compensation and benefits described herein, Employee agrees that during from and after the term of her Employment Effective Date, and continuing throughout the Severance Period or the Exclusion Period, as applicable, Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (a) compete with NOVA Parent in providing credit card and debit card transaction processing services within the Territory or otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the Territory; (b) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA the Business (or any other business of Parent in connection with the Businesswhich Employee was engaged), any person or entity that during the term of Employee's ’s Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her Employment; (c) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA Parent to terminate or modify such merchant's’s, associate bank's’s, ISO's’s, customer's’s, or supplier's ’s relationship with NOVA Parent if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her Employment; or (d) persuade or attempt to persuade any person who (i) was employed by NOVA Parent or any of its subsidiaries as of the date of the termination of Employee's Employment and (ii) is in a sales or management position with NOVA at the time of such contact’s Employment, to terminate or modify her employment relationship, whether or not pursuant to a written agreement, with NOVAParent or any of its subsidiaries, as the case may be.

Covenants Not to Solicit or Compete. (a) Employee acknowledges and agrees that, because of her his Employment, she he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established establish relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. Employee agrees that during the term of her his Employment and continuing throughout the Severance Period or of the Exclusion Period, as applicableapplicable (provided NOVA complies with its obligations set forth in Section 7 hereof), Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (ai) (aa) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or (bb) otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, management or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the Territory; (bii) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective perspective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her his Employment; (ciii) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, 's customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier associate during the last twelve (12) months of her his Employment; or (div) persuade or attempt to persuade any person who (iaa) was employed by NOVA as of the date of the termination of Employee's Employment and (iibb) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her his employment relationship, whether or not pursuant to a written agreement, with NOVA, as the case may be.

Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her his Employment, she he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOs. Employee agrees that during the term of her his Employment and continuing throughout the Severance Period or the Exclusion Period, as applicable, Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (a) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or (ii) otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the Territory; (b) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her his Employment; (c) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her his Employment; or (d) persuade or attempt to persuade any person who (i) was employed by NOVA as of the date of the termination of Employee's Employment and (ii) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her his employment relationship, whether or not pursuant to a written agreement, with NOVA, as the case may be.

Covenants Not to Solicit or Compete. Employee acknowledges and agrees that, because of her his Employment, she he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of the NOVA Entities and shall have established establish relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOsISOs within the Territory. In consideration for the benefits and compensation Employee is receiving hereunder, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee agrees that during the term of her his Employment and continuing throughout the Severance Period or the Exclusion Period, as applicableapplicable (provided NOVA complies with its obligations set forth in Section 9 hereof), except as permitted under Section 2(c) Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (a) (i) compete with any of the NOVA Entities in providing credit card and debit card transaction processing services within the Territory or (ii) otherwise associate with, obtain any interest in (except as a shareholder stockholder holding less than five percent (5%) interest in a corporation which is traded on a national exchange or over-the-counter), advise, consult, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, management or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the Territory; (b) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by any of the NOVA Entities in connection with the NOVA Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective perspective merchant, associate bank, ISO or customer) of any of the NOVA Entities and with whom Employee had material contact or about whom which Employee learned material information during the last twelve (12) months of her his Employment; (c) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of any of the NOVA Entities to terminate or modify such merchant's, associate bank's, ISO's, 's customer's, or supplier's relationship with any of the NOVA Entities if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her his Employment; or (d) persuade or attempt to persuade any person who (iaa) was employed by any of the NOVA Entities as of the date of the termination of Employee's Employment Employment, and (iibb) is in a sales or management position with any of the NOVA Entities at the time of such contacttermination, to terminate or modify her his employment relationship, whether or not pursuant to a written agreement, with NOVAany of the NOVA Entities, as the case may be.

Covenants Not to Solicit or Compete. (a) Employee acknowledges and agrees that, because of her his Employment, she he does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established establish relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOsISOs within the Territory. In consideration of the benefits and compensation Employee is receiving hereunder, and other valuable consideration, Employee agrees that during the term of her his Employment and continuing throughout the Severance Period or of the Exclusion Period, as applicableapplicable (provided NOVA complies with its obligations set forth in Section 7 hereof), Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (ai) (aa) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or otherwise associate with(bb) otherwise, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consultin, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, management or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the TerritoryTerritory in competition with NOVA; (bii) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective perspective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her his Employment; (ciii) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her his Employment; or (div) persuade or attempt to persuade any person who (iaa) was employed by NOVA as of the date of the termination of Employee's Employment and (iibb) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her his employment relationship, whether or not pursuant to a written agreement, with NOVA, as the case may be.

Covenants Not to Solicit or Compete. (a) Employee acknowledges and agrees that, because of her Employment, she does and will continue to have access to confidential or proprietary information concerning merchants, associate banks and ISOs of NOVA and shall have established establish relationships with such merchants, associate banks and ISOs as well as with the vendors, consultants, and suppliers used to service such merchants, associate banks and ISOsISOs within the Territory. In consideration of the benefits and compensation Employee is receiving hereunder, and other valuable consideration, Employee agrees that during the term of her Employment and continuing throughout the Severance Period or the Exclusion Period, as applicableapplicable (provided NOVA complies with its obligations set forth in Section 7 hereof), Employee shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind: (ai) (aa) compete with NOVA in providing credit card and debit card transaction processing services within the Territory or (bb) otherwise associate with, obtain any interest in (except as a shareholder holding less than five percent (5%) interest in a corporation traded on a national exchange or over-the-counter), advise, consultin, lend money to, guarantee the debts or obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management, management or control of, any person, firm, partnership, corporation, or unincorporated association of any kind which is providing credit card and debit card transaction processing services within the TerritoryTerritory in competition with NOVA; (bii) solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by NOVA in connection with the Business, any person or entity that during the term of Employee's Employment was a merchant, associate bank, ISO or customer (including any actively-sought prospective merchant, associate bank, ISO or customer) of NOVA and with whom Employee had material contact or about whom Employee learned material information during the last twelve (12) months of her Employment; (ciii) persuade or attempt to persuade any merchant, associate bank, ISO, customer, or supplier of NOVA to terminate or modify such merchant's, associate bank's, ISO's, customer's, or supplier's relationship with NOVA if Employee had material contact with or learned material information about such merchant, associate bank, ISO, customer or supplier during the last twelve (12) months of her Employment; or (div) persuade or attempt to persuade any person who (iaa) was employed by NOVA as of the date of the termination of Employee's Employment and (iibb) is in a sales or management position with NOVA at the time of such contact, to terminate or modify her employment relationship, whether or not pursuant to a written agreement, with NOVA, as the case may be.