Common use of Non-Compete; Non-Solicitation; Non-Disparagement Clause in Contracts

Non-Compete; Non-Solicitation; Non-Disparagement. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its affiliates he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services shall be of special, unique and extraordinary value to the Company and its affiliates, and therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Noncompete Period”), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any company engaged in a business that competes with any businesses of the Company or its affiliates, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period within any geographical area in which the Company or its affiliates engage or have definitive plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the provisions of this Section 11(a) shall not apply in the case of any material breach of the Company’s obligations under Section 6 or Section 7 which remains uncured for more than twenty (20) days after notice is received from Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breach. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee or consultant of the Company or any of its affiliates to leave the employ of or engagement with the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee or consultant thereof, (ii) hire any person who was an employee of the Company or any affiliate during the last six months of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any affiliate (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its affiliates). (c) Executive shall not disparage the Company, its subsidiaries and parents, and their respective officers, managers and employees, or make any public statement (whether written or oral) reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, managers, and employees, including, but not limited to, any matters relating to the operation or management of the Company, irrespective of the truthfulness or falsity of such statement, except as may otherwise be required by applicable law or compelled by process of law. By way of example and not limitation, Executive agrees that he will not make any written or oral statements that cast in a negative light the services, qualifications, business operations or business ethics of the Company or its employees. Nothing in this Section shall restrict either party’s ability to: (i) consult with counsel, (ii) make truthful statements under oath or to a government agency or official, or (iii) take any legal action with respect to Executive’s employment or termination of the employment with the Company.1 (d) If, at the time of enforcement of this Section 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 11 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (e) In the event of the breach or a threatened breath by Executive of any of the provisions of this Section 11, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 11(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) In further consideration of the compensation to be paid to Executive Consultant and the Xxxxxx hereunder, Executive acknowledges Consultant and the Xxxxxx acknowledge that during in the course of his employment with the Company Services that they have, and its affiliates he shall will continue to, become familiar with the Company’s and its Affiliates’ trade secrets secrets, methods of doing business, business plans and with other valuable Confidential Information concerning the Company and its affiliates Affiliates and their customers and suppliers and that his Consultant’s and the Xxxxxx’ services shall have been and will be of special, unique and extraordinary value to the Company and its affiliates, Affiliates. Consultant and therefore, Executive agrees the Xxxxxx agree that, during so long as Consultant is providing Services and continuing for 24 months thereafter, Consultant and the Employment Period and for one (1) year thereafter (the “Noncompete Period”)Xxxxxx will not, he shall not directly or indirectly indirectly, anywhere in the Applicable Area (whether on their own account, or as a consultant, agent, partner, manager, joint venturer, owner, operator or officer of any interest inother Person, or in the case of the Xxxxxx, as an employee, or in any other manner): (i) act in a capacity, or provide services, similar to those that Consultant or the Xxxxxx acted in or provided for the Company, for any other business that is, directly or indirectly, engaged in the Business; (ii) supervise, manage or oversee others engaging, directly or indirectly, in the Business, or manage, control, participate in, provide financing to, consult with, or render services for, be employed any other Person that, directly or indirectly, engages in an executivethe Business; or (iii) directly or indirectly have any ownership interest (whether as proprietor, managerial partner, member, stockholder or administrative capacity by, or otherwise) in any manner engage business (regardless of the form in any company which conducted) which is, directly or indirectly, engaged in a business that competes with any businesses of the Company Business; provided, nothing herein will prohibit Consultant or its affiliates, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period within any geographical area in which the Company or its affiliates engage or have definitive plans to engage in such businesses. Nothing herein shall prohibit Executive Xxxxxx from being a passive owner of not more than 21% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation and nothing herein will prohibit Consultant or the Xxxxxx from passive investments in any privately held corporation or other entity which does not engage in the business of such corporationBusiness. Notwithstanding the foregoing, the provisions of this Section 11(a) shall not apply in the case The term “Applicable Area” means a 10 mile radius of any material breach of (1) the Company’s obligations under Section 6 or Section 7 which remains uncured for more than twenty (20) days after notice is received from Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breach. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee or consultant of the Company or any of its affiliates to leave the employ of or engagement with the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee or consultant thereof, (ii) hire any person who was an employee of the Company or any affiliate during the last six months of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any affiliate (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its affiliates). (c) Executive shall not disparage the Company, its subsidiaries and parents, and their respective officers, managers and employees, or make any public statement (whether written or oral) reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, managers, and employees, including, but not limited to, any matters relating to the operation or management existing clinics of the Company, irrespective of the truthfulness which are listed on Exhibit B hereof, (2)the clinics or falsity of such statement, except as may otherwise be required retail stores purchased by applicable law or compelled by process of law. By way of example and not limitation, Executive agrees that he will not make any written or oral statements that cast in a negative light the services, qualifications, business operations or business ethics of the Company pursuant to the Purchase Agreement and (3) the clinics or its employees. Nothing in this Section shall restrict either party’s ability to: (i) consult with counsel, (ii) make truthful statements under oath or retail stores opened by Consultant pursuant to a government agency or official, or (iii) take any legal action with respect to Executive’s employment or termination of the employment with the Company.1 (d) If, at the time of enforcement of this Section 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 11 are reasonable and that he has reviewed the provisions of this Agreement with his legal counselStore Expansion Consulting Agreement. (e) In the event of the breach or a threatened breath by Executive of any of the provisions of this Section 11, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 11(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) In further consideration For a period of one year following the end of the compensation to be paid to Executive hereunderEarnout Period, Executive acknowledges that during other than as set forth on Schedule 5.12(a) of the course of his employment with the Company and its affiliates he Disclosure Letter, each Seller shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services shall be of special, unique and extraordinary value to the Company and its affiliatesnot, and thereforeshall cause its Affiliates not to, Executive agrees that, during directly or indirectly through any Person or contractual arrangement: (i) engage in any business that provides products or services of the Employment Period and for one (1) year thereafter kind provided by the Group Companies or Parent as of the Closing Date (the “Noncompete PeriodBusiness”), he shall not directly or indirectly own any interest inperform management, manageexecutive, advisory or supervisory functions with respect to, own, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, participate in, consult render services or advice to, or allow any of its officers or employees to be connected as an officer, employee, partner, member, stockholder, consultant or otherwise with, render services for, be employed any business or Person that competes in an executive, managerial or administrative capacity by, whole or in material part with the Business; provided, that the foregoing shall not prohibit or restrict a Seller from (1) engaging in investment activities through such Person’s family office and/or personal investment vehicle subject to compliance with Parent’s internal allocation, conflicts of interest and other policies or (2) being employed by any manner engage in Person that generates (collectively with its Affiliates) less than twenty-five (25%) of its consolidated revenue from the Business, but only to the extent such Seller does not allocate any company of its professional time or job duties to any division, group or activities of such Person that are engaged in a business that competes the Business and otherwise complies with any businesses of the Company or its affiliates, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period within any geographical area in which the Company or its affiliates engage or have definitive plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the provisions of this Section 11(a5.12 and any other agreement between such Seller and Parent or its Affiliates; (ii) solicit, recruit or hire any person who at any time on or after the date of this Agreement is a Group Company Employee or a Parent Employee; provided, that the foregoing shall not apply prohibit a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Group Company Employees or Parent Employees; (iii) solicit any Person that is a Client, a Parent Client or a limited partner of or investor in any Private Fund or Parent Client for the case purpose (which need not be the sole or primary purpose) of providing any material breach Investment Services to any such Person; (iv) perform any Investment Services for any Person that is a Client, a Parent Client or a limited partner of or investor in any Private Fund or Parent Client; or (v) disparage Parent or any of its Affiliates (including any Group Company) in any way that would reasonably be expected to adversely affect the goodwill, reputation or business relationships of Parent or any of its Affiliates (including any Group Company’s obligations under Section 6 ) with the public generally, or Section 7 which remains uncured for more than twenty (20) days after notice is received from Executive with any of such breachtheir clients, which such notice shall include a detailed description of the grounds constituting such breachsuppliers or employees. (b) During Each Seller acknowledges that the Noncompete Periodcovenants of such Seller set forth in this Section 5.12 are an essential element of this Agreement and that any breach by such Seller of any provision of this Section 5.12 will result in irreparable injury to Parent. Parent acknowledges that in the event of such a breach, Executive in addition to all other remedies available at law, Parent shall not directly or indirectly through another person or entity (i) induce or attempt be entitled to induce any employee or consultant equitable relief, including injunctive relief, and an equitable accounting of the Company or any of its affiliates to leave the employ of or engagement with the Company or such affiliateall earnings, or in any way interfere with the relationship between the Company or any affiliate and any employee or consultant thereof, (ii) hire any person who was an employee of the Company or any affiliate during the last six months of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee profits or other business relation benefits arising therefrom, as well as such other damages as may be appropriate. Each Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 5.12 are reasonable and proper to protect the legitimate interest of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any affiliate (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its affiliates)Parent. (c) Executive shall not disparage the Company, its subsidiaries and parents, and their respective officers, managers and employees, or make any public statement (whether written or oral) reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, managers, and employees, including, but not limited to, any matters relating to the operation or management of the Company, irrespective of the truthfulness or falsity of such statement, except as may otherwise be required by applicable law or compelled by process of law. By way of example and not limitation, Executive agrees that he will not make any written or oral statements that cast in a negative light the services, qualifications, business operations or business ethics of the Company or its employees. Nothing in this Section shall restrict either party’s ability to: (i) consult with counsel, (ii) make truthful statements under oath or to a government agency or official, or (iii) take any legal action with respect to Executive’s employment or termination of the employment with the Company.1 (d) If, at the time of enforcement of this Section 11, If a court shall hold of competent jurisdiction determines that the durationcharacter, duration or geographical scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 11 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (e) In the event of the breach or a threatened breath by Executive of any of the provisions of this Section 115.12 are unreasonable, it is the Company would suffer irreparable harm, intention and in addition and supplementary to other rights and remedies existing in its favor, the Company agreement of the parties that these provisions shall be entitled construed by the court in such a manner as to specific performance and/or injunctive or other equitable relief from impose only those restrictions on the Sellers’ conduct that are reasonable in light of the circumstances and as are necessary to assure to Parent the benefits of this Agreement. If, in any judicial proceeding, a court of competent jurisdiction in order shall refuse to enforce or prevent any violations all of the separate covenants of this Section 5.12 because taken together they are more extensive than necessary to assure to Parent the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof (without posting a bond or other security). In additionthat, if eliminated, would permit the remaining separate provisions to be enforced in the event of a breach or violation by Executive of Section 11(a)such proceeding, the Noncompete Period shall be automatically extended by deemed eliminated, for the amount purposes of time between the initial occurrence of the breach or violation and when such breach or violation has been duly curedproceeding, from this Agreement.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company Employment Period he has and its affiliates he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services have been and shall continue to be of special, unique and extraordinary value to the Company Company, its Subsidiaries and its affiliatestheir Affiliates, and therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Noncompete Period”), he shall not directly not, except on behalf of or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any company engaged in a business that competes with any businesses at the direction of the Company or its affiliatesSubsidiaries or Affiliates, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period within any geographical area in which the Company or its affiliates engage or have definitive plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the provisions of this Section 11(a) shall not apply in the case of any material breach of the Company’s obligations under Section 6 or Section 7 which remains uncured for more than twenty (20) days after notice is received from Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breach. (b) During the Noncompete Period, Executive shall not directly or indirectly (whether through another person the ownership, management, operation or control of any entity, as a director, officer, employee, partner, consultant, principal, agent, trustee, proprietor, joint venturer, member, manager, stockholder or independent contractor of any entity (i) induce or attempt to induce otherwise), engage or participate in any employee business activity that competes directly or consultant indirectly with a material business of the Company or any of its affiliates Subsidiaries as such businesses exist or are demonstrably in process during the Employment Period, in any geographical area in which, during the Employment Period, the Company is engaged or has definitive plans to leave engage. In addition, Executive agrees that, during the employ Restricted Period (as defined below), he shall not, except on behalf of or engagement with at the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee or consultant thereof, (ii) hire any person who was an employee direction of the Company or its Subsidiaries or Affiliates, directly or indirectly (whether through the ownership, management, operation or control of any affiliate entity, as a director, officer, employee, partner, consultant, principal, agent, trustee, proprietor, joint venturer, member, manager, stockholder or independent contractor of any entity or otherwise) engage or participate in any business activity that would require Executive to employ, reveal or otherwise utilize any Trade Secrets in any manner not otherwise permitted hereunder. (b) Executive shall not, during the last six months Restricted Period (as defined below), except on behalf of the Employment Period; Company or (iii) induce its Subsidiaries or Affiliates, directly or indirectly, for himself or on behalf of any other person or entity, employ, reveal or otherwise utilize any Trade Secrets to solicit, divert, take away or attempt to induce take away any of the Company’s (or its Subsidiaries’ or Affiliates’) customers, suppliers, licensors, licensees, franchisors or other persons with whom the Company (or its Subsidiaries or Affiliates) does business or the business or patronage of any such customer, supplier, licensor, licensee, licensor, franchisee franchisor or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, person or in any way interfere with the relationship between any such customer, supplier, licensee licensor, licensee, franchisor or business relation other person and the Company or any affiliate (including, without limitation, making any negative such Subsidiary or disparaging statements or communications regarding the Company or its affiliates). (c) Executive shall not disparage the Company, its subsidiaries and parents, and their respective officers, managers and employees, or make any public statement (whether written or oral) reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, managers, and employees, including, but not limited to, any matters relating to the operation or management of the Company, irrespective of the truthfulness or falsity of such statement, except as may otherwise be required by applicable law or compelled by process of lawAffiliate. By way of example and not limitation, Executive agrees that he will not make any written or oral statements that cast in a negative light the services, qualifications, business operations or business ethics of the Company or its employees. Nothing in this Section shall restrict either party’s ability to: (i) consult with counsel, (ii) make truthful statements under oath or to a government agency or official, or (iii) take any legal action with respect to Executive’s employment or termination of the employment with the Company.1 (d) If, at the time of enforcement For purposes of this Section 11Agreement, a court shall hold that “Restricted Period” means the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, Employment Period and the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 11 are reasonable and that he has reviewed the provisions of this Agreement with his legal counseltwenty-four (24) months thereafter. (e) In the event of the breach or a threatened breath by Executive of any of the provisions of this Section 11, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 11(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) In further consideration For the purposes of this Agreement, the term “Competitive Enterprise” shall mean any insurance company, insurance holding company, federal or state-chartered bank, savings and loan association, savings bank, credit union, consumer finance company, bank holding company, savings and loan holding company, unitary holding company, financial holding company or any of the compensation to be paid to Executive hereunder, Executive acknowledges foregoing types of entities in the process of organization or application for federal or state regulatory approval and shall also include other providers of financial services and entities that during the course of his employment offer services or products competitive with the Company and its affiliates he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services shall be of special, unique and extraordinary value to the Company and its affiliates, and therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (the “Noncompete Period”), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any company engaged in a business that competes with any businesses of the Company or its affiliates, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period within any geographical area in products which the Company Employers or its their respective subsidiaries or affiliates engage currently offer or have definitive plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation may in the business of such corporation. Notwithstanding the foregoing, the provisions of this Section 11(a) shall not apply in the case of any material breach of the Company’s obligations under Section 6 or Section 7 which remains uncured for more than twenty (20) days after notice is received from Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breachfuture offer. (b) During the Noncompete Employment Period and for a period of two (2) years (the “Restricted Period”) immediately following Executive’s separation of employment under this Agreement for any reason, Executive shall not: (i) serve as a director, officer, employee or agent of, or act as a consultant or advisor to, any Competitive Enterprise in any city or county in which the Employers or their respective subsidiaries or affiliates are then conducting business or maintain an office or have publicly announced their intention to conduct business or maintain an office; (ii) in any way, directly or indirectly, solicit, divert or contact any existing or potential customer of the Employers or any of their respective subsidiaries or affiliates that Executive solicited, became aware of, transacted business with, or performed services for during the Employers’ employment of Executive for the purpose of selling any services or products that compete with the services or products the Employers or their respective subsidiaries and affiliates currently offer or in the future, may offer, or solicit or assist in the employment of any employee of the Employers or their respective subsidiaries or affiliates for the purpose of becoming an employee of or otherwise provide services for any Competitive Enterprise. (c) During the Employment Period and thereafter, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee or consultant of the Company or any of its affiliates to leave the employ of or engagement with the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee or consultant thereof, (ii) hire any person who was an employee of the Company or any affiliate during the last six months of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any affiliate (including, without limitation, making make any negative or disparaging statements or communications regarding the Company Employers, their personnel or its affiliates)operations. (c) Executive shall not disparage the Company, its subsidiaries and parents, and their respective officers, managers and employees, or make any public statement (whether written or oral) reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, managers, and employees, including, but not limited to, any matters relating to the operation or management of the Company, irrespective of the truthfulness or falsity of such statement, except as may otherwise be required by applicable law or compelled by process of law. By way of example and not limitation, Executive agrees that he will not make any written or oral statements that cast in a negative light the services, qualifications, business operations or business ethics of the Company or its employees. Nothing in this Section shall restrict either party’s ability to: (i) consult with counsel, (ii) make truthful statements under oath or to a government agency or official, or (iii) take any legal action with respect to Executive’s employment or termination of the employment with the Company.1 (d) If, at the time of enforcement of Sections 5, 6 or 7 of this Section 11Agreement, a court shall hold that the duration, scope or geographical area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 11 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (e) In Executive acknowledges that Executive’s compliance with Sections 5, 6 and 7 of this Agreement is necessary to protect the goodwill, customer relations, trade secrets, confidential information and other proprietary and legitimate business interests of the Employers. Executive acknowledges that any breach of any of these covenants will result in irreparable and continuing damage to the Employers’ business for which there will be no adequate remedy at law and Executive agrees that, in the event of the any such breach or a threatened breath by Executive of any of the provisions of this Section 11aforesaid covenants, the Company would suffer irreparable harm, Employers and in addition their successors and supplementary to other rights and remedies existing in its favor, the Company assigns shall be entitled to specific performance and/or seek injunctive relief and to such other and further relief as may be available at law or other equitable relief from in equity. Accordingly, Executive expressly agrees that upon any breach, or threatened breach, of the terms of this Agreement, the Employers shall be entitled, as a matter of right, in any court of competent jurisdiction in equity or otherwise to enforce the specific performance of Executive’s obligations under this Agreement, to obtain temporary and permanent injunctive relief without the necessity of proving actual damage to the Employers or the inadequacy of a legal remedy. In the event a court orders the Employers to post a bond in order to enforce obtain such injunctive relief for a claim under this Agreement, Executive agrees that the Employers will be required to post only a nominal bond. The rights conferred upon the Employers in this paragraph shall not be exclusive of any other rights or prevent remedies that the Employers may have at law, in equity or otherwise. (f) In the event that Executive materially violates any violations of the provisions hereof (without posting a bond covenants in this Agreement and the Employers commence legal action for injunctive or other security). In additionrelief, then the Employers shall have the benefit of the full period of the covenants such that the covenants shall have the duration of two (2) years computed from the date Executive ceased violation of the covenants, either by order of the court or otherwise. (g) Executive acknowledges and agrees that the restrictive covenants contained herein: (i) are necessary for the reasonable and proper protection of the goodwill of the Employers and their trade secrets, proprietary data and confidential information; (ii) are reasonable with respect to length of time, scope and geographic area; and (iii) will not prohibit Executive from engaging in other businesses or employment for the event purpose of earning a breach livelihood following the termination of his relationship with the Employers. (h) If Executive materially breaches the general release provided for in Section 4(c) or violation by any provision of Sections 5, 6 and 7 hereunder: (i) the Employers shall no longer be obligated to make any payments or provide any other benefits pursuant to Section 4; and (ii) as applicable, Executive shall forfeit all of Section 11(a), the Noncompete Period Severance Benefits previously provided to Executive and/or the Employers shall be automatically extended by the amount entitled to reimbursement of time between the initial occurrence of the breach or violation and when such breach or violation has been duly curedany Severance Benefits made to Executive.

Non-Compete; Non-Solicitation; Non-Disparagement. (a) In further consideration of the compensation to be paid to Executive Consultant hereunder, Executive acknowledges the Xxxxxx acknowledge that during in the course of his employment with the Company Services that they have, and its affiliates he shall will continue to, become familiar with the Company’s and its Affiliates’ trade secrets secrets, methods of doing business, business plans and with other valuable Confidential Information concerning the Company and its affiliates Affiliates and their customers and suppliers and that his the Xxxxxx’ services shall have been and will be of special, unique and extraordinary value to the Company and its affiliates, and therefore, Executive agrees Affiliates. The Xxxxxx agree that, during so long as the Employment Period Xxxxxx are providing Services and continuing for one (1) year thereafter (24 months thereafter, the “Noncompete Period”)Xxxxxx will not, he shall not directly or indirectly indirectly, anywhere in the Applicable Area (whether on their own account, or as a consultant, agent, partner, manager, joint venturer, owner, operator or officer of any interest inother Person, or in the case of the Xxxxxx, as an employee, or in any other manner): (i) act in a capacity, or provide services, similar to those that the Xxxxxx acted in or provided for the Company, for any other business that is, directly or indirectly, engaged in the Business; (ii) supervise, manage or oversee others engaging, directly or indirectly, in the Business, or manage, control, participate in, provide financing to, consult with, or render services for, be employed any other Person that, directly or indirectly, engages in an executivethe Business; or (iii) directly or indirectly have any ownership interest (whether as proprietor, managerial partner, member, stockholder or administrative capacity by, or otherwise) in any manner engage business (regardless of the form in any company which conducted) which is, directly or indirectly, engaged in a business that competes with any businesses of the Company or its affiliatesBusiness; provided, as such businesses exist or are in process during nothing herein will prohibit the Employment Period or on the date of the termination or expiration of the Employment Period within any geographical area in which the Company or its affiliates engage or have definitive plans to engage in such businesses. Nothing herein shall prohibit Executive Xxxxxx from being a passive owner of not more than 21% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation and nothing herein will prohibit the Xxxxxx from passive investments in any privately held corporation or other entity which does not engage in the business of such corporationBusiness. Notwithstanding the foregoing, the provisions of this Section 11(a) shall not apply in the case The term “Applicable Area” means a 10 mile radius of any material breach of the Company’s obligations under Section 6 or Section 7 which remains uncured for more than twenty (20) days after notice is received from Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breach. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee or consultant of the Company or any of its affiliates to leave the employ of or engagement with the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee or consultant thereof, (ii) hire any person who was an employee of the Company or any affiliate during the last six months of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any affiliate (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its affiliates). (c) Executive shall not disparage the Company, its subsidiaries and parents, and their respective officers, managers and employees, or make any public statement (whether written or oral) reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, managers, and employees, including, but not limited to, any matters relating to the operation or management existing clinics of the Company, irrespective of which are listed on Exhibit B hereof, (2) the truthfulness clinics or falsity of such statement, except as may otherwise be required retail stores purchased by applicable law or compelled by process of law. By way of example and not limitation, Executive agrees that he will not make any written or oral statements that cast in a negative light the services, qualifications, business operations or business ethics of the Company pursuant to the Purchase Agreement and (3) the clinics or its employees. Nothing in retail stores opened by Consultant pursuant to this Section shall restrict either party’s ability to: (i) consult with counsel, (ii) make truthful statements under oath or to a government agency or official, or (iii) take any legal action with respect to Executive’s employment or termination of the employment with the Company.1 (d) If, at the time of enforcement of this Section 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 11 are reasonable and that he has reviewed the provisions of this Agreement with his legal counselAgreement. (e) In the event of the breach or a threatened breath by Executive of any of the provisions of this Section 11, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 11(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.