Common use of Non-Compete and Non-Solicit Clause in Contracts

Non-Compete and Non-Solicit. 8.1 The Employee covenants and agrees that during the course of his employment starting from the Effective Date the Employee shall not: (a) carry on or participate (whether as a partner, shareholder, principal, agent, director, employee or consultant) in any business and/ or activity which is the same as or substantially similar to the Business, including in the business of any Competitor, other than through the Company; (b) render any services to a Competitor or enter into employment with any of the Competitors; (c) solicit or influence or attempt to influence any client, customer or other Person to direct its purchase of the products and/or services of the Company to itself or any Competitor; and/or (d) solicit or attempt to influence any Person, employed or engaged by the Company (whether as an employee consultant, advisor or distributor or in any other manner) to terminate or otherwise cease such employment or engagement with the Company or become the employee of or directly or indirectly offer services in any form or manner to himself or any other Person which is a Competitor of the Company. 8.2 The Employee covenants and agrees that during the course of his employment starting from the Effective Date the Employee shall not, directly or indirectly: (a) attempt in any manner to contact any client/customer or solicit from any client/customer, except on behalf of the Company, business of the type carried on by the Company or to persuade any Person, which is a client/customer of the Company to cease doing business or to reduce the amount of business which any such client/customer has customarily done or might propose doing with the Company or damage in any way the business relationship that the Company has with any customer/client, whether or not the relationship between the Company and such client/customer was originally established in whole or in part through his efforts; or (b) employ or attempt to employ or assist anyone else to employ any person who is in the employment of the Company, or was in the employment of the Company at any time during the preceding 12 (twelve) months. 8.3 The Employee undertakes to ensure that all business opportunities known to him or made known to him at any time, with respect to and/or connected with the Business are referred to the Company.

Non-Compete and Non-Solicit. 8.1 2.1 The Employee hereby undertakes and ensures that all business opportunities known to him or made known to him at any time, with respect to and/or connected with the business of the Company are referred to the Board and shall be undertaken in any other company only with the prior written consent of the Board. 2.2 The Employee covenants and agrees that during the course subsistence of his employment starting from the Effective Date the Employee shall not: (a) carry on or participate (whether as a partnerthis Agreement, shareholder, principal, agent, director, employee or consultant) in any business and/ or activity which is the same as or substantially similar to the Business, including in the business of any Competitor, other than through the Company; (b) render any services to a Competitor or enter into employment with any of the Competitors; (c) solicit or influence or attempt to influence any client, customer or other Person to direct its purchase of the products and/or services of the Company to itself or any Competitor; and/or (d) solicit or attempt to influence any Person, employed or engaged by the Company (whether as an employee consultant, advisor or distributor or in any other manner) to terminate or otherwise cease such employment or engagement with the Company or become the employee of or directly or indirectly offer services in any form or manner to himself or any other Person which is a Competitor of the Company. 8.2 The Employee covenants and agrees that during the course of his employment starting from the Effective Date the Employee he/she shall not, directly or indirectly: (a) indirectly attempt in any manner to contact any client/customer or solicit from any client/customer, except on behalf of the Company, business of the type carried on by the Company or to persuade any Personperson, firm or entity which is a client/customer of the Company to cease doing business or to reduce the amount of business which any such client/customer has customarily done or might propose doing with the Company or damage in any way the business relationship that the Company has with any customer/client, whether or not the relationship between the Company and such client/customer was originally established in whole or in part through his or its efforts; or. (b) employ 2.3 The Employee shall make full and true disclosure in writing to the Company of any direct or attempt indirect interest or benefit that he/she has derived or is likely to employ derive through or assist anyone else to employ in connection with any person who is in the employment contractual arrangements, dealings, transactions or affairs of the Company, or was in the employment of the Company at any time during the preceding 12 (twelve) months. 8.3 The Employee undertakes transactions which are likely to ensure that all business opportunities known to him or made known to him at any time, with respect to and/or connected with the Business are referred be detrimental to the Company. 2.4 The Employee acknowledges that the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company of his services for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, the Employee covenants and agrees that during the term of employment and during the for a period of one year thereafter, the Employee shall not, directly or indirectly, enter into the employment of, tender consulting or other services to, acquire any interest in (whether for the Employee’s own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, trustee or otherwise), or otherwise participate in any business that competes, directly or indirectly, with any of the companies or entities (i) in the same lines of business that the Company is engaged in at the time the Employee’s employment is terminated. 2.5 During and for one year following termination of employment (i) the Employee may not solicit, encourage, or induce or attempt to solicit, encourage, or induce any (A) current employee, marketing agent, or consultant of the Company to terminate his or her employment, agency, or consultancy with the Company or any (B) prospective employee with whom the Company has had discussions or negotiations within six months prior to the Employee’s termination of employment not to establish a relationship with the Company, (ii) induce or attempt to induce any current customer to terminate its relationship with any of the Company or (iii) induce any potential customer with whom the Company has had discussions or negotiations within six months prior to the Employee’s termination of employment not to establish a relationship with the Company.

Non-Compete and Non-Solicit. 8.1 2.1 The Employee hereby undertakes and ensures that all business opportunities known to him or made known to him at any time, with respect to and/or connected with the business of the Company are referred to the Board and shall be undertaken in any other company only if the Board does not avail of such opportunity, in which event the Employee may undertake the said business opportunity through any other entity provided that in so undertaking the said business opportunity, the Employee shall, at all times, ensure that the time spent by him on such other business opportunity not taken up by the Company shall not impede the performance of his services to the Company. 2.2 The Employee covenants and agrees that during the course subsistence of his employment starting from the Effective Date the Employee shall not: (a) carry on or participate (whether as a partnerthis Agreement, shareholder, principal, agent, director, employee or consultant) in any business and/ or activity which is the same as or substantially similar to the Business, including in the business of any Competitor, other than through the Company; (b) render any services to a Competitor or enter into employment with any of the Competitors; (c) solicit or influence or attempt to influence any client, customer or other Person to direct its purchase of the products and/or services of the Company to itself or any Competitor; and/or (d) solicit or attempt to influence any Person, employed or engaged by the Company (whether as an employee consultant, advisor or distributor or in any other manner) to terminate or otherwise cease such employment or engagement with the Company or become the employee of or directly or indirectly offer services in any form or manner to himself or any other Person which is a Competitor of the Company. 8.2 The Employee covenants and agrees that during the course of his employment starting from the Effective Date the Employee he/she shall not, directly or indirectly: (a) indirectly attempt in any manner to contact any client/customer or solicit from any client/customer, except on behalf of the Company, business of the type carried on by the Company or to persuade any Personperson, firm or entity which is a client/customer of the Company to cease doing business or to reduce the amount of business which any such client/customer has customarily done or might propose doing with the Company or damage in any way the business relationship that the Company has with any customer/client, whether or not the relationship between the Company and such client/customer was originally established in whole or in part through his or its efforts; or. (b) employ 2.3 The Employee shall make full and true disclosure in writing to the Company of any direct or attempt indirect interest or benefit that he/she has derived or is likely to employ derive through or assist anyone else to employ in connection with any person who is in the employment contractual arrangements, dealings, transactions or affairs of the Company, or was in the employment of the Company at any time during the preceding 12 (twelve) months. 8.3 The Employee undertakes transactions which are likely to ensure that all business opportunities known to him or made known to him at any time, with respect to and/or connected with the Business are referred be detrimental to the Company. 2.4 The Employee acknowledges that the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company of his services for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, the Employee covenants and agrees that during the term of employment and during the for a period of one year thereafter but subject to clause 2.1 above, the Employee shall not, directly or indirectly, enter into the employment of, tender consulting or other services to, acquire any interest in (whether for the Employee’s own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, trustee or otherwise), or otherwise participate in any business that competes, directly or indirectly, with any of the companies or entities (i) in the same lines of business that the Company is engaged in at the time the Employee’s employment is terminated. 2.5 During and for one year following termination of employment (i) the Employee may not solicit, encourage, or induce or attempt to solicit, encourage, or induce any (A) current employee, marketing agent, or consultant of the Company to terminate his or her employment, agency, or consultancy with the Company or any (B) prospective employee with whom the Company has had discussions or negotiations within six months prior to the Employee’s termination of employment not to establish a relationship with the Company, (ii) induce or attempt to induce any current customer to terminate its relationship with any of the Company or (iii) induce any potential customer with whom the Company has had discussions or negotiations within [six months] prior to the Employee’s termination of employment not to establish a relationship with the Company.

Non-Compete and Non-Solicit. 8.1 3.1. The Employee hereby undertakes and ensures that all business opportunities known to him or made known to him at any time, with respect to and/ or connected with the Business of the Company are referred to the Board 3.2. The Employee covenants and agrees that during the course subsistence of his employment starting from the Effective Date the Employee shall not: (a) carry on or participate (whether as a partnerthis Agreement, shareholder, principal, agent, director, employee or consultant) in any business and/ or activity which is the same as or substantially similar to the Business, including in the business of any Competitor, other than through the Company; (b) render any services to a Competitor or enter into employment with any of the Competitors; (c) solicit or influence or attempt to influence any client, customer or other Person to direct its purchase of the products and/or services of the Company to itself or any Competitor; and/or (d) solicit or attempt to influence any Person, employed or engaged by the Company (whether as an employee consultant, advisor or distributor or in any other manner) to terminate or otherwise cease such employment or engagement with the Company or become the employee of or directly or indirectly offer services in any form or manner to himself or any other Person which is a Competitor of the Company. 8.2 The Employee covenants and agrees that during the course of his employment starting from the Effective Date the Employee he shall not, directly or indirectly: (a) indirectly attempt in any manner to contact any client/customer or solicit from any client/client/ customer, except on behalf of the Company, business of the type carried on by the Company or to persuade any Personperson, firm or entity which is a client/client/ customer of the Company to cease doing business or to reduce the amount of business which any such client/client/ customer has customarily done or might propose doing with the Company or damage in any way the business relationship that the Company has with any customer/client, whether or not the relationship between the Company and such client/client/ customer was originally established in whole or in part through his or its efforts; or. (b) employ 3.3. The Employee shall make full and true disclosure in writing to the Company of any direct or attempt indirect interest or benefit that he/she has derived or is likely to employ derive through or assist anyone else to employ in connection with any person who is in the employment contractual arrangements, dealings, transactions or affairs of the Company, or was in the employment of the Company at any time during the preceding 12 (twelve) months. 8.3 The Employee undertakes transactions which are likely to ensure that all business opportunities known to him or made known to him at any time, with respect to and/or connected with the Business are referred be detrimental to the Company. 3.4. The Employee acknowledges that the services he is to render to the Company are of a special and unusual character, with a unique value to the Company, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company of his services for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, the Employee covenants and agrees that during the term of employment and during the for a period of Six months, the same as the notice period (this is different now than previous contract because it was limited to India). thereafter, the Employee shall not, directly or indirectly, enter into the employment of, tender consulting or other services to, acquire any interest in (whether for the Employee’s own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, trustee or otherwise), or otherwise participate in any business that competes, directly, with the Company. 3.5. During and for one year following termination of employment (i) the Employee may not solicit, encourage, or induce or attempt to solicit, encourage, or induce any (A) current employee, marketing agent, or consultant of the Company to terminate his or her employment, agency, or consultancy with the Company or any (B) prospective employee with whom the Company has had discussions or negotiations within six months prior to the Employee’s termination of employment not to establish a relationship with the Company, (ii) induce or attempt to induce any current customer to terminate its relationship with any of the Company or (iii) induce any potential customer with whom the Company has had discussions or negotiations within [six months] prior to the Employee’s termination of employment not to establish a relationship with the Company.