Common use of Non-Competition Agreement Clause in Contracts

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 months commencing on the date of termination, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive from owning up to 5% of the securities of any publicly-traded enterprise provided Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment her employment, unless she is terminated by the Company without Cause or if the Company breaches this Agreement and the Company fails to cure the breach within 10 days after receipt of notice, and for a period of 12 months one year commencing on the date of any other termination, the Executive (individually or in association with, or as a stockholdershareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its subsidiaries or affiliates) by acting as an employee or officer (or comparable position) of, owning an interest in, or providing services substantially similar to those services the Executive provided to the Company to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to 5% of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, or member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 months one year commencing on the date of termination, the Executive (individually or in association with, or as a stockholdershareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its subsidiaries or affiliates) by acting as an employee or officer (or comparable position) of, owning an interest in, or providing services substantially similar to those services the Executive provided to the Company to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to 5% of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, or member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) ). Competition with the Company. Until termination of his employment and for a period of 12 months one year commencing on the date last day of terminationthe Executive’s employment, the Executive (individually or in association with, or as a stockholdershareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association association, or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its subsidiaries or affiliates) by acting as an employee or officer (or comparable position) of, owning an interest in, or providing services substantially similar to those services the Executive provided to the Company to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) ), if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to 5% of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, or member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 nine (9) months commencing on the date of termination, except if termination is for “Without Cause” or “With Good Reason”, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employmentStates. For purposes of this Agreement, the term “compete with the Company” shall refer to any the principal business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to 5% five percent of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 months one year commencing on the date of termination, the Executive (individually or in association with, or as a stockholdershareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its subsidiaries or affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services substantially similar to those services the Executive provided to the Company to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to 5% of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, or member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the CompanyCompany or the Parent. Until termination of his employment During the Term and ------------------------------------------ for a period of 12 months commencing on the date Termination Date (whatever the reason of terminationthe termination of employment) (the "Restricted Period"), the Executive (individually Employee, directly or indirectly or, in association with, with or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, member or otherwise, otherwise of or through any person, firm, corporation, partnership, association or other entityentity (any of the foregoing defined as an "Affiliated Entity") shall notnot become employed by, directly lend money to, advise, become a shareholder of or indirectly, compete otherwise become associated with any entity which competes with the Company (which for or the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity Parent within any metropolitan area in the United States or other country in which the Company was actually engaged in business as Province of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employmentQuebec. For purposes of this AgreementProvided, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, -------- however, the foregoing provisions shall not prevent Executive the Employee from (i) accepting ------- employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s 's business (the “"Prohibited Business”") if Executive’s the Employee's employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive Employee from -------- ------- owning up to 5% of the securities of any publicly-traded enterprise provided Executive the Employee is not a an employee, director, officer, consultant, employee, partner, joint venturer, manager, member of, consultant to such enterprise or otherwise reimbursed for services rendered to such enterprise. In addition, the Employee may not, directly or otherwise compensated indirectly including through any Affiliated Entity, obtain employment with or perform services for services rendered therebyany Customer (as herein defined) of the Company or any affiliate of a Customer during the period commencing on the Termination Date and continuing for 12 months thereafter, except by prior written approval of the Company. This section 9(a) shall not apply where the Employee is terminated without Cause, unless the Company is satisfying its obligation to pay Severance Pay under Section 7.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 months commencing on the date of termination, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive from owning up to 5% five percent of the securities of any publicly-traded enterprise provided as long as Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 24 months commencing on the date of termination, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “"compete with the Company” " shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s 's employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s 's business (the “"Prohibited Business”") if Executive’s 's employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive from owning up to 5% of the securities of any publicly-traded enterprise provided Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment engagement and for a period of 12 nine (9) months commencing on the date of termination, except if termination is for “Without Cause” or “With Good Reason”, the Executive Service Provider (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employmentStates. For purposes of this Agreement, the term “compete with the Company” shall refer to any the principal business activity in which the Company was engaged as of the termination of the ExecutiveService Provider’s employment engagement or reasonably expected to engage in within three months of termination of employmentengagement; provided, however, the foregoing shall not prevent Executive the Service Provider from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if Executivethe Service Provider’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive the Service Provider from owning up to 5% five percent of the securities of any publicly-traded enterprise provided Executive that the Service Provider is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment her employment, unless she is terminated by by the Company without Cause or if the Company breaches this Agreement and the Company fails to cure the breach within 10 days after receipt of notice, and for a period of 12 months one year commencing on the date of any other termination, the Executive (individually or in association with, or as a stockholdershareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its subsidiaries or affiliates) by acting as an employee or officer (or comparable position) of, owning an interest in, or providing services substantially similar to those services the Executive provided to the Company to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to 5% of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, or member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 18 months commencing on the date of termination, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive from owning up to 5% five percent of the securities of any publicly-traded enterprise provided as long as Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment ---------------------------- and for a period of 12 months commencing on the date of termination, the Executive (individually Employee, directly or indirectly or, in association with, with or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, member or otherwise, otherwise of or through any person, firm, corporation, partnership, association or other entityentity (any of the foregoing defined as an "Affiliated Entity") shall not, directly not be employed by or indirectly, compete otherwise provide services to an entity which competes with the Company (which for the purpose of this Agreement also includes any of or its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country elsewhere in which the Company was actually or any of its subsidiaries, as applicable is then engaged in business the offer and sale of competitive products or services. In addition, the Employee may not, directly or indirectly including through any Affiliated Entity, obtain employment with or perform services for any Customer, as defined, of the time of termination of employment Company or where any affiliate during the Company reasonably expected to engage in business within three months of period commencing on the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three and continuing for 12 months of termination of employmentthereafter; provided, however, the foregoing provisions shall not prevent Executive the Employee from (i) ------- -------- accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s 's business (the “(Company) _____ Page 9 of 21 (Employee)_____ "Prohibited Business”") if Executive’s the Employee's employment is totally unrelated to the Prohibited BusinessBusiness and if a Customer, (ii) competing in a country where as of the time of Customer does not terminate its agreements with the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging inCompany; provided, further, further the foregoing shall not prohibit Executive -------- ------- Employee from owning up to 5% of the securities of any publicly-traded enterprise provided Executive the Employee is not a an employee, director, officer, consultant, employee, partner, joint venturer, manager, member of, consultant to such enterprise or otherwise reimbursed for services rendered to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and ---------------------------- for a period of 12 months commencing on the date of termination, the Executive (individually Employee, directly or indirectly or, in association with, with or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, member or otherwise, otherwise of or through any person, firm, corporation, partnership, association or other entityentity ("any of the foregoing defined as an "Affiliated Entity") shall not, directly or indirectly, not compete with the Company (which for the purpose of this Agreement also includes any of or its affiliates) by acting as an officer (or comparable position) ofAffiliates, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country elsewhere in which the Company was actually or its subsidiaries (collectively, the "Affiliates") is then engaged in business as the offer and sale of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employmentcompetitive Services. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; providedProvided, however, the foregoing provisions shall not -------- ------- prevent Executive the Employee acting as a chief financial officer or from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s 's business (the “"Prohibited Business”") if Executive’s the Employee's employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive Employee from -------- ------- owning up to 5% of the securities of any publicly-traded enterprise provided Executive the Employee is not a an employee, director, officer, consultant, employee, partner, joint venturer, manager, member of, consultant to such enterprise or otherwise reimbursed for services rendered to such enterprise. In addition, the Employee may not, directly or otherwise compensated indirectly including through any Affiliated Entity, obtain employment with or perform services for services rendered therebyany Customer, as defined, of the Company during the period commencing on the date of termination and continuing for 12 months thereafter.

Non-Competition Agreement. (a) Competition with For good and valuable consideration, the Company. Until termination receipt of his employment and which is hereby acknowledged, Consultant agrees that for a period of 12 months commencing on from the Effective Time until the date of terminationwhich is nine (9) months after the Effective Time, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) Consultant shall not, directly or indirectly, compete with engage or "participate in" (as defined below) any business or other enterprise which is engaged in the Business of the Company Group (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) ofa "Competitor"). The term "participate in" shall mean: to own, owning an interest inmanage, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreementoperate, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; providedcontrol, howeverloan money to, the foregoing shall not prevent Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging invest in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive from owning up to 5% of the securities of any publicly-traded enterprise provided Executive is not be connected as a director, officer, consultant, employee, partner, joint venturerconsultant, manageragent, member ofindependent contractor, or to such enterpriseotherwise, or otherwise compensated for acquiesce in the use of Consultant's name; provided that owning one percent (1%) or less of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-counter market shall not be included within the definition of "participate in." The term "Business" of the Company Group shall mean the business of bringing together buyers and sellers through the creation of Internet-based or electronic markets that facilitate the exchange of goods, services rendered thereby.and information, but shall not include providing infrastructure services. The term "infrastructure services" means selling software and services to businesses engaged in electronic commerce to enable and facilitate the execution of electronic commerce, including consulting and systems integration and providing software. In addition to participating in infrastructure services, it shall not be a breach of this Section 9 if the Consultant accepts employment with a Competitor, the business of which is diversified provided that (i) he may not, directly or indirectly, render services or assistance to any aspect of the Competitor's business that is in any way engaged in the Business of the Company Group and (ii) the Company shall have received, prior to the commencement of such employment, written assurances deemed satisfactory by the Company from the Consultant and the Competitor that he will not, directly or indirectly, render services or assistance to any aspect of the Competitor's business that is in any way engaged in the Business of the Company Group. Notwithstanding any term in this Section 9 to the contrary,

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 months commencing on the date of termination, the Executive (individually Employee, directly or indirectly including or, in association with, with or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, member or otherwise, otherwise of or through any person, firm, corporation, partnership, association or other entity) entity ("any of the foregoing defined as an "Affiliated Entity"), shall not, directly or indirectly, not compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest inCompany, or providing its affiliates including the Parent in the offer, sale or marketing of products or services to any entity that are competitive with the products or services offered by the Company, its affiliates or the Parent, within any metropolitan area in the United States or other country elsewhere in which the Company was actually Company, its affiliate or the Parent, as applicable is then engaged in business the offer and sale of competitive products or services. In addition, the Employee may not directly or indirectly including through any Affiliated Entity obtain employment with or perform services for any Customer, as defined, of the time of termination of employment Company, any affiliate or where the Company reasonably expected to engage in business within three months of Parent during the period commencing on the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three and continuing for 12 months of termination of employmentthereafter; provided, however, the foregoing provisions shall not prevent Executive the Employee from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s 's or the Parent's business (the “"Prohibited Business”") if Executive’s the Employee's employment is totally unrelated to the Prohibited BusinessBusiness and if a Customer, (ii) competing in a country where as of the time of Customer does not terminate its agreements with the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging inCompany; provided, further, the foregoing shall not prohibit Executive Employee from owning up to 5% of the securities of any publicly-traded enterprise provided Executive the Employee is not a an employee, director, officer, consultant, employee, partner, joint venturer, manager, member of, consultant to such enterprise or otherwise reimbursed for services rendered to such enterprise, or otherwise compensated for services rendered thereby.

Non-Competition Agreement. (a) Competition with the Company. Until termination of his employment and for a period of 12 18 months commencing on the date of termination, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected had a formal plan during the period of Executive’s employment with the Company to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit Executive from owning up to 5% five percent of the securities of any publicly-traded enterprise provided as long as Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.