Common use of Non-Circumvention Covenants Clause in Contracts

Non-Circumvention Covenants. a) EVERTEC agrees that it shall not directly initiate or procure any negotiations or contacts with any Client that are designed or intended to: (i) induce, cause, or propose to any Client to terminate any of the accounts and/or any other business relationships such Client may have with COMPANY, BPPR, or any of their respective Subsidiaries (including but not limited to accounts or relationships for which COMPANY, BPPR, or their respective Subsidiaries shall have engaged EVERTEC to provide any of the Services); or (ii) induce, cause, or propose to any Client to seek to transfer such accounts and/or business relationships from COMPANY, BPPR, or their respective Subsidiaries to another Person. b) The Popular Parties agree that they shall not, nor cause any of their respective Subsidiaries to, directly initiate or procure any negotiations or contacts with any of EVERTEC’s clients or service providers that are designed or intended to: (i) induce, cause, or propose to any such client or service provider to (A) terminate any of the accounts and/or any other business relationships such client may have directly with EVERTEC, as applicable or (B) modify the terms of such client’s or service provider’s agreement(s) with EVERTEC in a manner that is adverse to EVERTEC, or (ii) induce, cause, or propose to any such client or service provider of EVERTEC to (A) reduce or curtail the amount or type of services or goods that EVERTEC provides, sells or receives from or to such client or service provider, (B) reduce the amount of business with, prices paid to, or revenue from, a client, (C) increase the prices paid by a service provider or (D) seek to transfer such accounts and/or business relationships from EVERTEC to another Person; provided, that the mere fact that COMPANY, BPPR, or one of their respective Subsidiaries shall have engaged EVERTEC to provide any of the Services to its Clients will not cause such Clients to be considered “clients” or “accounts” and/or “business relationships” of EVERTEC for purposes of this Section. c) Nothing in this Section 2.8 shall be interpreted to preclude or prevent either party from (i) distributing marketing materials on its products and services to the general public; or (ii) responding to requests for products and services from the other party’s respective clients or other Persons, but, in the case of EVERTEC, subject to the limitations imposed under Section 2.9(a). In addition, nothing in paragraphs (a) or (b) of this Section shall be interpreted to preclude or prevent EVERTEC from entering into any agreement with a Person in the same industry or a similar industry which offers similar products or services as COMPANY (a “Competitor”) pursuant to which such Competitor will provide to its clients any one or more services similar to the Services; provided, however, that EVERTEC in its dealings with such Competitor shall at all times comply with its confidentiality obligations under this Master Agreement. Nothing in this Section 2.8 shall be deemed to apply to services of the type provided pursuant to the Independent Sales Organization Sponsorship and Services Agreement between BPPR and EVERTEC or services of the type typically provided by Independent Sales Organizations to merchants.

Non-Circumvention Covenants. (a) EVERTEC agrees that it shall not, and shall cause its Affiliates not to, directly initiate or procure any negotiations or contacts with any Client of COMPANY, BPPR, or any of their respective Subsidiaries that are designed or intended to: (i) induce, cause, or propose to any such Client to terminate any of the accounts and/or any other business relationships such Client may have directly with COMPANY, BPPR, or any of their respective Subsidiaries (including but not limited to accounts or relationships for which COMPANY, BPPR, or any of their respective Subsidiaries shall have engaged EVERTEC to provide any of the Services); , or (ii) induce, cause, or propose to any Client of COMPANY, BPPR, or any of their respective Subsidiaries to (A) reduce or curtail the amount or type of services or goods that COMPANY, BPPR, or any of their respective Subsidiaries provides or sells to such Client, (B) reduce the amount of business with, prices paid by, or revenue from, a Client or (C) to seek to transfer such accounts and/or business relationships from COMPANY, BPPR, or their respective Subsidiaries to another Person. (b) The Popular Parties agree that they shall not, nor cause any of their respective Subsidiaries to, directly initiate or procure any negotiations or contacts with any of EVERTEC’s clients to which EVERTEC provides services that are substantially similar to the Services provided to the Popular Parties under this Master Agreement or any service providers of EVERTEC identified on Schedule 2.9 with respect to the application(s) listed for each such service provider in Schedule 2.9 that are designed or intended to: (i) induce, cause, or propose to any such client or service provider to (A) terminate any of the accounts and/or any other business relationships such client or service provider may have directly with EVERTEC, as applicable or (B) modify the terms of such client’s or service provider’s agreement(s) with EVERTEC in a manner that is adverse to EVERTEC, or (ii) induce, cause, or propose to any such client or service provider of EVERTEC to (A) reduce or curtail the amount or type of services or goods that EVERTEC provides, provides or sells or receives from or to such client or receives from such service provider, (B) reduce the amount of business with, prices paid to, or revenue from, a client, (C) reduce the amount of business with, or increase the prices paid by to a service provider provider, or (D) seek to transfer such accounts and/or business relationships from EVERTEC to another Person; ; (iii) provided, that the mere fact that COMPANY, BPPR, or one of their respective Subsidiaries shall have engaged EVERTEC to provide any of the Services to its Clients will not cause such Clients to be considered “clients” or “accounts” and/or “business relationships” of EVERTEC for purposes of this SectionSection 2.9. (c) Nothing in this Section 2.8 2.9 shall be interpreted to preclude or prevent either party from (i) distributing marketing materials on its products and services to the general public; (ii) engaging one or more third parties to provide services to such party in connection with a transition or termination of the Services or services provided under other agreements between the parties; or (iiiii) responding to requests for products and services from the other party’s respective clients or other Persons, but, in the case of EVERTEC, subject to the limitations imposed under Section 2.9(a2.10(a). In addition, nothing in paragraphs (a) or (b) of this Section 2.9 shall be interpreted to preclude or prevent EVERTEC from entering into any agreement with a Person in the same industry or a similar industry which offers similar products or services as COMPANY (a “Competitor”) pursuant to which such Competitor will provide to its clients any one or more services similar to the Services; provided, however, that EVERTEC in its dealings with such Competitor shall at all times comply with its confidentiality obligations under this Master Agreement. Nothing in this Section 2.8 shall be deemed to apply to The provision of services of the type provided pursuant to the Independent Sales Organization Sponsorship and Services ISO Agreement between BPPR and EVERTEC or services pursuant to an exception expressly set forth in the ISO Agreement will not be deemed a breach of the type typically provided this provision. (d) Neither party shall instruct or intentionally procure a third party to take actions that would, if taken by Independent Sales Organizations to merchantssuch party directly, violate this Section 2.9.