Common use of Non-Compete Payment Clause in Contracts

Non-Compete Payment. a. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns with Good Reason, the Company agrees to make continued payments to Executive of fifty percent (50%) of the Base Salary (the “Non-Compete Payments”) in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, until the earlier to occur of (x) twelve months after the date of such termination or (y) Executive’s failure to comply with the provisions of Section 9(b) or 9(c). b. In consideration for the Non-Compete Payments, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Non-Compete Payment Period”), Executive agrees not to, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. c. During the Non-Compete Payment Period, and in consideration for the Non-Compete Payments, Executive agrees not to directly or indirectly: (i) engage in any business that competes with the risk mitigation and business solutions business of the Company, including any or all of Lender Services, Data Services, Employer Services, Multifamily Services or Investigative and Litigation Support Services (each as described in the Company’s most recent annual report of Form 10K) or any other material business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates, customers, clients, suppliers, partners, members or investors. d. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. e. Notwithstanding anything in this Section 9 to the contrary, Executive may request (1) a statement from the Company that clarifies whether the Board (in its reasonable determination) believes any activity or proposed activity would be deemed non-compliant with Section 9(b) or 9(c) and/or (2) a waiver from the Company with regard to any such activity or proposed activity by providing written notice of any such request to the Company’s Chief Legal Officer or General Counsel. Upon receipt of any such written notice, the Company’s Chief Legal Officer or General Counsel shall confer with the Board regarding such request and make reasonable efforts to respond to Executive within 15 days of receipt of such notice whether the Board (in its reasonable determination) believes any activity or proposed activity would violate any of the provisions contained in this Section and/or whether a waiver from the Company of any of the provisions contained in this Section will be granted to Executive.

Non-Compete Payment. a. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns with Good Reason, the Company agrees to make continued payments to Executive of fifty percent (50%) of the Base Salary (the “Non-Compete Payments”) in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, until the earlier to occur of (x) twelve eighteen months after the date of such termination or (y) Executive’s failure to comply with the provisions of Section 9(b) or 9(c). b. In consideration for the Non-Compete Payments, for a period of twelve eighteen months following the date Executive ceases to be employed by the Company (the “Non-Compete Payment Period”), Executive agrees not to, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. c. During the Non-Compete Payment Period, and in consideration for the Non-Compete Payments, Executive agrees not to directly or indirectly: (i) engage in any business that competes with the risk mitigation and business solutions business of the Company, including any or all of Lender Services, Data Services, Employer Services, Multifamily Services or Investigative and Litigation Support Services (each as described in the Company’s most recent annual report of Form 10K) or any other material business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates, customers, clients, suppliers, partners, members or investors. d. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. e. Notwithstanding anything in this Section 9 to the contrary, Executive may request (1) a statement from the Company that clarifies whether the Board (in its reasonable determination) believes any activity or proposed activity would be deemed non-compliant with Section 9(b) or 9(c) and/or (2) a waiver from the Company with regard to any such activity or proposed activity by providing written notice of any such request to the Company’s Chief Legal Officer or General Counsel. Upon receipt of any such written notice, the Company’s Chief Legal Officer or General Counsel shall confer with the Board regarding such request and make reasonable efforts to respond to Executive within 15 days of receipt of such notice whether the Board (in its reasonable determination) believes any activity or proposed activity would violate any of the provisions contained in this Section and/or whether a waiver from the Company of any of the provisions contained in this Section will be granted to Executive.

Non-Compete Payment. a. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns with Good Reason, the Company agrees to make continued payments pay to Executive an aggregate of fifty percent (50%) of the Base Salary $1,050,000 (the “Non-Compete Payments”) ), payable in equal installments, in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, until the earlier to occur of (x) twelve twenty-four months after the date of such termination or (y) Executive’s failure to comply with the provisions of Section 9(b) or 9(c). b. In consideration for the Non-Compete Payments, for a period of twelve twenty-four months following the date Executive ceases to be employed by the Company (the “Non-Compete Payment Period”), Executive agrees not to, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. c. During the Non-Compete Payment Period, and in consideration for the Non-Compete Payments, Executive agrees not to directly or indirectly: (i) engage in any business that competes with the risk mitigation and business solutions business of the Company, including any or all of Lender Services, Data Services, Employer Services, Multifamily Services or Investigative and Litigation Support Services (each as described in the Company’s most recent annual report of Form 10K) or any other material business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates, customers, clients, suppliers, partners, members or investors. d. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. e. Notwithstanding anything in this Section 9 to the contrary, Executive may request (1) a statement from the Company that clarifies whether the Board (in its reasonable determination) believes any activity or proposed activity would be deemed non-compliant with Section 9(b) or 9(c) and/or (2) a waiver from the Company with regard to any such activity or proposed activity by providing written notice of any such request to the Company’s Chief Legal Officer or General Counsel. Upon receipt of any such written notice, the Company’s Chief Legal Officer or General Counsel shall confer with the Board regarding such request and make reasonable efforts to respond to Executive within 15 days of receipt of such notice whether the Board (in its reasonable determination) believes any activity or proposed activity would violate any of the provisions contained in this Section and/or whether a waiver from the Company of any of the provisions contained in this Section will be granted to Executive.