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

Non-Compete and Non-Solicitation. In consideration of the termination compensation payable to the Executive under Section 4, the Executive irrevocably and unconditionally agrees with and undertakes to the Company that, he will not (i) during his term of employment with the Company take up any executive position in any company other than the Group Companies and will commit most of his efforts towards the development of the business and operations of the Group and (ii) for a period of twenty-four (24) months (or less than twenty-four (24) months if agreed by the Board) after he ceases to be employed by any Group Company (collectively the “Non-compete Period”): (a) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested directly or indirectly in, any business, whether as shareholder, director, executive, partner, agent or otherwise, that is, in the opinion of the Company in competition (whether directly or indirectly) with any business carried on or proposed to be carried on by the Group from time to time; (b) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, the customer of any person, firm, company or organisation who shall at any time have been a customer, client, agent or correspondent of the Group or in the habit of dealing with the Group; or (c) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive of the Group whether or not such person would commit a breach of his contract of or employment by reason of leaving such employment. (d) The Executive shall be entitled to monthly compensation in consideration of fulfilling the obligation under this Section, in an amount equal to the Monthly Salary, for the period of the Non-compete Period. If the Executive fails to discharge his obligations under this Section 5 at any time during the Non-compete Period, in addition to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his employment pursuant to Section 4 of this Agreement corresponding to the portion of the Non-compete Period during which the Executive has failed to discharge his non-compete obligation.

Non-Compete and Non-Solicitation. In consideration of the termination compensation payable to the Executive under Section 4, the Executive irrevocably and unconditionally agrees with and undertakes to the Company that, he will not (i) during his term of employment with the Company take up any executive position in any company other than the Group Companies and will commit most of his efforts towards the development of the business and operations of the Group Group, except as currently contemplated or approved by the Board, and (ii) for a period of twenty-four twelve (2412) months (or less than twenty-four twelve (2412) months if agreed by the Board) after he ceases to be employed by any Group Company (collectively the “Non-compete Compete Period”): (ai) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested directly or indirectly in, any business, whether as shareholder, director, executive, partner, agent or otherwise, that is, in the opinion of the Company in competition (whether directly or indirectly) with any business carried on or proposed to be carried on by the Group from time to time; (bii) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, the customer of any person, firm, company or organisation organization who shall at any time have been a customer, client, agent or correspondent of the Group or in the habit of dealing with the Group; or (ciii) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive of the Group whether or not such person would commit a breach of his contract of or employment by reason of leaving such employment. (div) The Executive shall be entitled to monthly compensation in consideration of fulfilling the obligation under this Section, in an amount equal to the Monthly Salary, for the period of the Non-compete Period. If the Executive fails to discharge his obligations under this Section 5 at any time during the Non-compete Period, in addition to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his employment pursuant to Section 4 of this Agreement corresponding to the portion of the Non-compete Period during which the Executive has failed to discharge his non-compete obligation.

Non-Compete and Non-Solicitation. In consideration of the termination compensation payable to the Executive under Section 4, the Executive irrevocably and unconditionally agrees with and Party B undertakes to the Company Party A that, he will not (i) during his term of employment with the Company Party A take up any executive Party B position in any company other than the Group Companies Party A and its related companies and will commit most all of his efforts towards the development of the business and operations of the Group Party A and its related companies and (ii) for a period of twenty-four twelve (2412) months (or less than twenty-four twelve (2412) months if agreed by the Board) after he ceases to be employed by any Group Company Party A and/or its related companies (collectively the “Non-compete Compete Period”): (a) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested directly or indirectly in, any business, whether as shareholder, director, executive, partner, agent or otherwise, that is, in the opinion of the Company Party A in competition (whether directly or indirectly) with any business carried on or proposed to be carried on by the Group Party A and its related companies from time to time; (b) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group Party A and its related companies from time to time, the customer of any person, firm, company or organisation organization who shall at any time have been a customer, client, agent or correspondent of the Group Party A or its related companies or in the habit of dealing with the Group; orParty A or its related companies; (c) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group Party A and its related companies from time to time, any person who is an officer, manager or executive of the Group Party A or its related companies whether or not such person would commit a breach of his contract of or employment by reason of leaving such employment. (d) The Executive Party B shall be entitled to monthly compensation in consideration of fulfilling the obligation under this Section, in an amount equal to the Monthly Salary, for the period of the Non-compete Compete Period. If the Executive fails to discharge his obligations under this Section 5 at any time during the Non-compete Period, in addition to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his employment pursuant to Section 4 of this Agreement corresponding to the portion of the Non-compete Period during which the Executive has failed to discharge his non-compete obligation.

Non-Compete and Non-Solicitation. In consideration of The Executive hereby agrees that during the termination compensation payable to the Executive under Section 4, the Executive irrevocably and unconditionally agrees with and undertakes to the Company that, he will not (i) during his term of employment with the Company take up any executive position in any company other than the Group Companies this Agreement and will commit most of his efforts towards the development of the business and operations of the Group and for twelve months (ii) for a period of twenty-four (2412) months (or less than twenty-four (24) months if agreed by the Board) after he ceases to be employed by following a termination for any Group Company (collectively the “Non-compete Period”):reason, unless otherwise specified in this agreement, Executive shall not: (a) either on his own account Within any jurisdiction or marketing area in conjunction with the United States in which the Company or on behalf of any personsubsidiary thereof is doing business, firm or company carry on or be employedown, engagedcontrol, concernedmanage, invest in, loan money to, operate, provide technical expertise service to or be interested directly or indirectly in, represent any business, whether as shareholder, director, executive, partner, agent or otherwise, business that is, (i) is in the opinion of competition with the Company in competition or any subsidiary thereof, (whether directly ii) competes with the Company for client accounts or indirectly) with any business carried on customer accounts that Executive solicited or proposed to be carried on serviced while employed by the Group from time Company or became aware of while employed by the Company or (iii) produces, promotes, markets, sells or develops products, services or processes (including products, services and processes sold by the Company, under research or expressly contemplated by OSI’s business plan) similar to time;those offered by the Company while Executive was employed by the Company; or (b) either on his own account Within any jurisdiction or marketing area in conjunction with the United States in which the Consolidated Group or on behalf any member thereof is doing business or has done business within the prior one year period, directly or indirectly, act as or become employed as, an officer, director, employee, consultant or agent of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, the customer of any person, firm, company or organisation who shall at any time have been a customer, client, agent or correspondent of the Group or in the habit of dealing with the GroupCompetitive Business; or (c) either on his own account Contact, call upon or in conjunction with or on behalf solicit the business of any other person, firm customer or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive client of the Consolidated Group whether or not such person would commit any Person that was a breach customer or client of his contract the Consolidated Group within two years prior to the date of or employment by reason of leaving such employment.termination; or (d) The Executive shall be entitled to monthly compensation in consideration of fulfilling the obligation under this SectionContact, in an amount equal to the Monthly Salary, for the period call upon or solicit any prospective client or prospective customer of the Non-compete Period. If Consolidated Group (other than on behalf of the Consolidated Group) of whom Executive fails became aware or was introduced to discharge in the course of his obligations under this Section 5 duties for OSI, or otherwise divert or take away from the Consolidated Group the business of any prospective client or prospective customer of the Consolidated Group whose business is a corporate opportunity of the Consolidated Group; or (e) Solicit, induce, hire, engage, or attempt to hire or engage any employee or contractor of the Consolidated Group, or in any other way interfere with the Consolidated Group’s contractual or employment relations with any of its employees or contractors, nor will Executive hire or engage or attempt to hire or engage any individual who was an employee or contractor of the Consolidated Group at any time during the Non-compete Period, in addition one year period immediately prior to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his Executive’s employment pursuant with the Company. Any Person or business that satisfies any of the criteria set forth in any of clauses (i) through (iii) of Section 14(a) above shall herein be referred to Section 4 as a “Competitive Business” for purposes of this Agreement corresponding Agreement. For purposes of this Section 14, ownership by the Executive of securities not in excess of five percent (5%) of any class of securities of a public company shall not be considered to the portion be competition with OSI, or any other Person that is a part of the Non-compete Period during which the Executive has failed to discharge his non-compete obligationConsolidated Group.

Non-Compete and Non-Solicitation. In consideration of the termination compensation payable to the Executive under Section 4, the The Executive irrevocably and unconditionally agrees with and undertakes to the Company that, he will not (i) during his term of employment with the Company take up any executive position in any company other than the Group Companies and will commit most of his efforts towards the development of the business and operations of the Group and (ii) for a period of twenty-four (24) months (or less than twenty-four (24) months if agreed by the Board) after he ceases to be employed by any Group Company (collectively collectively, the “Non-compete Period”): (a) either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be employed, engaged, concerned, provide technical expertise or be interested directly or indirectly in, any business, whether as shareholder, director, executiveExecutive, partner, agent or otherwise, that is, in the opinion of the Company in competition (whether directly or indirectly) with any business carried on or proposed to be carried on by the Group from time to time; (b) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, the customer of any person, firm, company or organisation who shall at any time have been a customer, client, agent or correspondent of the Group group or in the habit of dealing with the Group; or (c) either on his own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away or attempt to solicit or entice away from the Group from time to time, any person who is an officer, manager or executive of the Group whether or not such person would commit a breach of his contract of or employment by reason of leaving such employment. . The Company hereby agrees to pay the Executive an amount equivalent to 40% of the Annual Base Salary (dthe “Non-compete Compensation”) as consideration for the aforesaid non-compete obligation. The Executive Non-compete Compensation shall be entitled to monthly compensation in consideration of fulfilling payable upon the obligation under this Section, in an amount equal to the Monthly Salary, for the period expiry of the Non-compete Period. If the Executive fails to discharge his obligations under this Section 5 at any time during the Non-compete Period, in addition to any and all legal remedies that the Company is entitled to under the applicable law, the Executive shall return to the Company such proportion of the compensation payable to the Executive upon the termination of his employment pursuant to Section 4 of this Agreement corresponding to the portion of the post-termination Non-compete Period during which the Executive has failed to discharge his non-compete obligation.