Common use of NON-COMPETITION AND NON-DISCLOSURE Clause in Contracts

NON-COMPETITION AND NON-DISCLOSURE. (a) The Employee acknowledges that in the course of his employment hereunder, he may obtain knowledge of confidential matters essential to the business and competitive position of the Company, including, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage the Company were the Employee to engage in business activities competitive with the Company. (b) The Employee therefore agrees that he shall not, at any time during his employment hereunder and for a period of one (1) year thereafter, accept employment as an officer, director or employee of, or be or become the owner of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of the Company in which the Employee has supervisory management and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areas. For purposes of this Agreement, Employee acknowledges and agrees that business competitive with that of Company shall include any business that provides for the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all records, documents, customer and candidate lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard to the Company (or its affiliates, employees, principals, customers, or business associates) during the course of the Employee's employment, and not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by law, or (iii) in connection with obtaining advice from the Employee's legal counsel. Upon termination of this Agreement, or at any time upon the request of the Company, the Employee shall promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or under the control of the Employee. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Subsection 7(d) shall prevent the Employee from associating with SCOTX X. XXXXXXX xx the lineal descendants of DONAXX X. X'XXXXX. (e) If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. Participant acknowledges that: (i) in the course and as a result of employment with the Company, Participant will obtain special training and knowledge and will come in contact with the Company’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company; (ii) the Company is continuously developing or receiving Confidential Information, and that during Participant’s employment he or she will receive Confidential Information from the Company, its customers and suppliers and special training related to the Company’s business methodologies; and (iii) Participant’s employment by Company creates a relationship of trust that extends to all Confidential Information that becomes known to Participant. Accordingly, and in consideration of Pxxxx Systems’ granting this Option to Participant, Participant agrees that Pxxxx Systems will be entitled to terminate all rights to exercise the Option and to exercise the rights specified in Section 4 above if Participant does any of the following without the prior written consent of the Company: (a) The Employee acknowledges while employed by the Company or within one year thereafter (except that the following will not apply if Participant’s employment was not terminated for Sufficient Reason): (i) competes with, or engages in any business that is competitive with, Solutions Consulting within 50 miles of the course principal location at which Participant was employed by or provided services to Solutions Consulting; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any affiliates or subsidiaries of his that person) that is or was a customer or prospect of the Company during the two years before Participant’s employment hereunderwith the Company ended if Participant solicited business from or performed services for that customer or prospect while employed by Company, he may obtain knowledge of confidential matters essential to if the business and for which Participant is soliciting or performing services is competitive position with Solutions Consulting; or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of Pxxxx Systems, or, knowingly recruits, hires, or knowingly helps anyone to recruit or hire anyone who was an employee of any of its customers for whom Participant performed services of from whom Participant solicited business, within the Company, including, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage six months before Participant’s employment with the Company were the Employee to engage in business activities competitive with the Companyended. (b) The Employee therefore agrees that he shall notdiscloses or uses any Confidential Information, at any time during his employment hereunder and for a period except in connection with the good faith performance of one (1) year thereafter, accept employment Participant’s duties as an officer, director or employee of, or be or become the owner of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of the Company in which or, solely with respect to the Employee has supervisory management and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areas. For purposes of this AgreementAgreement or the Plan, Employee acknowledges and agrees that business competitive with that to Participant’s spouse; or fails to take reasonable precautions against the unauthorized disclosure or use of Company shall include any business that provides for the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all records, documents, customer and candidate lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"); or fails, obtained by the Employee upon Pxxxx Systems’ request, to execute and comply with regard a third party’s agreement to the Company (or protect its affiliates, employees, principals, customers, or business associates) during the course of the Employee's employment, and not generally known in the public domain, may constitute valuable, special, and unique confidential and proprietary assets information; or solicits or induces the unauthorized disclosure or use of the Company's businessConfidential Information. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by law, or (iii) in connection with obtaining advice from the Employee's legal counsel. Upon termination of this Agreement, or at any time upon the request of the Company, the Employee shall promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or under the control of the Employee. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Subsection 7(d) shall prevent the Employee from associating with SCOTX X. XXXXXXX xx the lineal descendants of DONAXX X. X'XXXXX. (e) If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction finds any provision of this Section 5 to be unreasonable in durationunreasonable, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or then that provision shall be enforced as modifiedconsidered to be amended to provide the broadest scope of protection to the Company that such court would find reasonable and enforceable. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Participant does any of the following without the prior written consent of the Company or the Employer: (a) The Employee acknowledges while employed by the Company or the Employer or within one year thereafter (except that the following will not apply if Awardee’s employment was not terminated for Sufficient Reason): (i) competes with, or engages in any business that is competitive with, the course Company or the Employer within 50 miles of his employment hereunder, he may obtain knowledge of confidential matters essential the principal location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business and from or performed services for that customer or prospect while employed by the Company or the Employer if the business for which Awardee is soliciting or performing services is competitive position with the Company or the Employer ; or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of the Company or any Affiliate or Subsidiary of the Company, includingor knowingly helps anyone to recruit or hire anyone who was an employee of any of its customers for whom Awardee performed services or from whom Awardee solicited business, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage within the Company were the Employee six months before Participant’s Severance Date; or Option Certificate Adopted for Replacement Option Awards Awards to engage in business activities competitive with the Company.US Associates (b) The Employee therefore agrees that he shall notdiscloses or uses any Confidential Information, at any time during his employment hereunder and for a period except in connection with the good faith performance of one (1) year thereafter, accept employment Awardee’s duties as an officeremployee or, director solely with respect to the terms of this Agreement or employee ofthe Plan, to Awardee’s spouse or be legal or become financial advisors; or fails to take reasonable precautions against the owner unauthorized disclosure or use of ten percent (10%) Confidential Information; or more of the outstanding equity interest offails, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of upon the Company’s or the Employer’s request, within one hundred (100) miles to execute and comply with a third party’s agreement to protect its confidential and proprietary information; or solicits or induces the unauthorized disclosure or use of Oak BrookConfidential Information. If any court of competent jurisdiction finds any provision of this Section 7 to be unreasonable, Illinois, and any other location then that provision shall be considered to be amended to provide the broadest scope of protection to the Company in which the Employee has supervisory management that such court would find reasonable and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areasenforceable. For purposes of this AgreementSection 7, Employee acknowledges the term “Confidential Information” means all written, machine reproducible, oral and agrees that business competitive with that visual data, information and material, including but not limited to the terms of Company shall include any business that provides for this Agreement and the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all recordsPlan, documents, customer and candidate lists, referral sourcesbusiness, financial and technical information, trade secretscomputer programs, methodsdocuments and records (including those that Awardee develops in the scope of his or her employment) that (i) the Company, techniquesits Affiliates and Subsidiaries, processesor any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard ii) relates to the Company (or Company, its affiliates, employees, principals, customersAffiliates and Subsidiaries, or any of their respective customers or suppliers or any of their business associatesactivities, products or services (including software programs and techniques) during the course of the Employee's employment, and is competitively sensitive or not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly relevant trade or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by lawindustry, or (iii) in connection with obtaining advice derives independent economic value from the Employee's legal counselnot being generally known to, and is not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Upon termination of this Agreement, Confidential Information does not include any information or at any time upon the request of the Company, the Employee shall promptly deliver to material that is approved by the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or under the control of the Employeeits Affiliates or Subsidiaries for unrestricted public disclosure. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Subsection 7(d) shall prevent the Employee from associating with SCOTX X. XXXXXXX xx the lineal descendants of DONAXX X. X'XXXXX. (e) If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to the Award and to exercise the rights specified in Section 8 below if Awardee does any of the following without the prior written consent of the Company or the Employer: (a) The Employee acknowledges while employed by the Company or the Employer or within one year thereafter: Unit Certificate Adopted for Awards granted Restricted Stock Unit Agreement Page 4 of 6 on or after 28Sept2006 (i) competes with, or engages in any business that in is competitive with, the course Company or the Employer within 250 miles of his employment hereunder, he may obtain knowledge of confidential matters essential any location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business and competitive position from or performed services for that customer or prospect while employed by the Company or the Employer; or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of the Company or any Affiliate or Subsidiary of the Company, includingor of any of their customers for whom Awardee performed services or from whom Awardee solicited business, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage within the Company were the Employee to engage in business activities competitive with the Company.six months before Awardee’s Severance Date; or (b) The Employee therefore agrees that he shall notdiscloses or uses any Confidential Information, at any time during his employment hereunder and for a period except in connection with the good faith performance of one (1) year thereafter, accept employment Awardee’s duties as an officeremployee or, director solely with respect to the terms of this Agreement or employee ofthe Plan, to Awardee’s spouse or legal or financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or solicits or induces the unauthorized disclosure or use of Confidential Information. If any court of competent jurisdiction finds any provision of this Section 7 to be or become unreasonable, then that provision shall be considered to be amended to provide the owner broadest scope of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of protection to the Company in which the Employee has supervisory management that such court would find reasonable and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areasenforceable. For purposes of this AgreementSection 7, Employee acknowledges the term “Confidential Information” means all written, machine reproducible, oral and agrees that business competitive with that visual data, information and material, including but not limited to the terms of Company shall include any business that provides for this Agreement and the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all recordsPlan, documents, customer and candidate lists, referral sourcesbusiness, financial and technical information, trade secretscomputer programs, methodsdocuments and records (including those that Awardee develops in the scope of his or her employment) that (i) the Company, techniquesits Affiliates and Subsidiaries, processesor any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard ii) relates to the Company (or Company, its affiliates, employees, principals, customersAffiliates and Subsidiaries, or any of their respective customers or suppliers or any of their business associatesactivities, products or services (including software programs and techniques) during the course of the Employee's employment, and is competitively sensitive or not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly relevant trade or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by lawindustry, or (iii) in connection with obtaining advice derives independent economic value from the Employee's legal counselnot being generally known to, and is not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Upon termination of this Agreement, Confidential Information does not include any information or at any time upon the request of the Company, the Employee shall promptly deliver to material that is approved by the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or under the control of the Employeeits Affiliates or Subsidiaries for unrestricted public disclosure. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Subsection 7(d) shall prevent the Employee from associating with SCOTX X. XXXXXXX xx the lineal descendants of DONAXX X. X'XXXXX. (e) If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. Participant acknowledges that: (ai) The Employee acknowledges that in the course and as a result of his employment hereunder, he may obtain knowledge of confidential matters essential to the business and competitive position of the Company, including, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage the Company were the Employee to engage in business activities competitive with the Company. (b) The Employee therefore agrees that he shall not, at any time during his employment hereunder and for a period of one (1) year thereafter, accept employment as an officer, director or employee of, or be or become the owner of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of the Company in which the Employee has supervisory management and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areas. For purposes of this Agreement, Employee acknowledges and agrees that business competitive with that of Company shall include any business that provides for the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all records, documents, customer and candidate lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard to the Company (or its affiliates, employees, principals, customers, or business associates) during the course of the Employee's employment, and not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by law, or (iii) in connection with obtaining advice from the Employee's legal counsel. Upon termination of this Agreement, or at any time upon the request of the Company, the Employee shall promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or under the control of the Employee. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, providedParticipant will obtain special training and knowledge and will come in contact with the Company’s current and potential customers, howeverwhich training, knowledge, and contacts would provide invaluable benefits to competitors of the Company; (ii) the Company is continuously developing or receiving Confidential Information, and that nothing during Participant’s employment he or she will receive Confidential Information from the Company, its customers and suppliers and special training related to the Company’s business methodologies; and (iii) Participant’s employment by Company creates a relationship of trust that extends to all Confidential Information that becomes known to Participant. Accordingly, and in consideration of Pxxxx Systems’ granting this Subsection 7(d) shall prevent Option to Participant, Participant agrees that Pxxxx Systems will be entitled to terminate all rights to exercise the Employee from associating with SCOTX X. XXXXXXX xx Option and to exercise the lineal descendants rights specified in Section 4 above if Participant does any of DONAXX X. X'XXXXX.the following without the prior written consent of the Company: (ea) while employed by the Company or within one year thereafter: (i) competes with, or engages in any business that is competitive with, the Company within 250 miles of any location at which Participant was employed by or provided services to the Company; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any affiliates or subsidiaries of that person) that is or was a customer or prospect of the Company during the two years before Participant’s employment with the Company ended if Participant solicited business from or performed services for that customer or prospect while employed by Company; or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of Pxxxx Systems, or of any of its customers for whom Participant performed services of from whom Participant solicited business, within the six months before Participant’s employment with the Company ended; or (b) discloses or uses any Confidential Information, except in connection with the good faith performance of Participant’s duties as an employee or, solely with respect to the terms of this Agreement or the Plan, to Participant’s spouse; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or fails, upon Pxxxx Systems’ request, to execute and comply with a third party’s agreement to protect its confidential and proprietary information; or solicits or induces the unauthorized disclosure or use of 1991 Stock Option Plan 7 Stock Option Agreement Confidential Information. If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction finds any provision of this Section 5 to be unreasonable in durationunreasonable, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or then that provision shall be enforced as modifiedconsidered to be amended to provide the broadest scope of protection to the Company that such court would find reasonable and enforceable. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. (a) The Employee acknowledges that in the course of his employment hereunder, he may obtain knowledge of confidential matters essential to the business and competitive position of the Company, including, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage the Company were the Employee to engage in business activities competitive with the Company. (b) The Employee therefore agrees that he shall not, at any time during his employment hereunder and for a period of one (1) year thereafter, accept employment as an officer, director or employee of, or be or become the owner of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of the Company in which the Employee has supervisory management and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areas. For purposes of this Agreement, Employee acknowledges and agrees that business competitive with that of Company shall include any business that provides for the placement of employee and independent contractor information technology (EXHIBIT "CB" PAGE 4 OF 8) 68 60 consultants to clients. (c) The Employee recognizes and acknowledges that all records, documents, customer and candidate lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard to the Company (or its affiliates, employees, principals, customers, or business associates) during the course of the Employee's employment, and not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by law, or (iii) in connection with obtaining advice from the Employee's legal counsel. Upon termination of this Agreement, or at any time upon the request of the Company, the Employee shall promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or under the control of the Employee. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Subsection 7(d) shall prevent the Employee from associating with SCOTX DONAXX X. XXXXXXX X'XXXXX xx the lineal descendants of DONAXX X. X'XXXXX. (e) If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "CB" PAGE 5 OF 8) 69 61 provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Participant does any of the following without the prior written consent of the Company or the Employer: (a) The Employee acknowledges while employed by the Company or the Employer or within one year thereafter: (i) competes with, or engages in any business that in is competitive with, the course Company or the Employer within 250 miles of his employment hereunder, he may obtain knowledge of confidential matters essential any location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business and competitive position from or performed services for that customer or prospect while employed by the Company or the Employer; or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of the Company or any Affiliate or Subsidiary of the Company, includingor of any of their customers for whom Awardee performed services or from whom Awardee solicited business, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage within the Company were the Employee to engage in business activities competitive with the Company.six months before Participant’s Severance Date; or (b) The Employee therefore agrees that he shall notdiscloses or uses any Confidential Information, at any time during his employment hereunder and for a period except in connection with the good faith performance of one (1) year thereafter, accept employment Awardee’s duties as an officeremployee or, director solely with respect to the terms of this Agreement or employee ofthe Plan, to Awardee’s spouse or legal or financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or solicits or induces the unauthorized disclosure or use of Confidential Information. If any court of competent jurisdiction finds any provision of this Section 7 to be or become unreasonable, then that provision shall be considered to be amended to provide the owner broadest scope of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of protection to the Company in which the Employee has supervisory management that such court would find reasonable and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areasenforceable. For purposes of this AgreementSection 7, Employee acknowledges the term “Confidential Information” means all written, machine reproducible, oral and agrees that business competitive with that visual data, information and material, including but not limited to the terms of Company shall include any business that provides for this Agreement and the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all recordsPlan, documents, customer and candidate lists, referral sourcesbusiness, financial and technical information, trade secretscomputer programs, methodsdocuments and records (including those that Awardee develops in the scope of his or her employment) that (i) the Company, techniquesits Affiliates and Subsidiaries, processesor any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard ii) relates to the Company (or Company, its affiliates, employees, principals, customersAffiliates and Subsidiaries, or any of their respective customers or suppliers or any of their business associatesactivities, Grant Certificate Adopted for Awards On or After Stock-Settled Stock Appreciation Right Agreement 01Jan09 Awards to US Associates products or services (including software programs and techniques) during the course of the Employee's employment, and is competitively sensitive or not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly relevant trade or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by lawindustry, or (iii) in connection with obtaining advice derives independent economic value from the Employee's legal counselnot being generally known to, and is not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Upon termination of this Agreement, Confidential Information does not include any information or at any time upon the request of the Company, the Employee shall promptly deliver to material that is approved by the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating or its Affiliates or Subsidiaries for unrestricted public disclosure. Grant Certificate Adopted for Awards On or After Stock-Settled Stock Appreciation Right Agreement 01Jan09 Awards to the business of the Company and all property associated therewith, then possessed or under the control of the Employee. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Subsection 7(d) shall prevent the Employee from associating with SCOTX X. XXXXXXX xx the lineal descendants of DONAXX X. X'XXXXX. (e) If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.US Associates

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Participant does any of the following without the prior written consent of the Company or the Employer: (a) The Employee acknowledges while employed by the Company or the Employer or within one year thereafter: (i) competes with, or engages in any business that in is competitive with, the course Company or the Employer within 250 miles of his employment hereunder, he may obtain knowledge of confidential matters essential any location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business and competitive position from or performed services for that customer or prospect while employed by the Company or the Employer; or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of the Company or any Affiliate or Subsidiary of the Company, includingor of any of their customers for whom Awardee performed services or from whom Awardee solicited business, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage within the Company were the Employee to engage in business activities competitive with the Company.six months before Awardee’s Severance Date; or (b) The Employee therefore agrees that he shall notdiscloses or uses any Confidential Information, at any time during his employment hereunder and for a period except in connection with the good faith performance of one (1) year thereafter, accept employment Awardee’s duties as an officeremployee or, director solely with respect to the terms of this Agreement or employee ofthe Plan, to Awardee’s spouse or legal or financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or solicits or induces the unauthorized disclosure or use of Confidential Information. If any court of competent jurisdiction finds any provision of this Section 7 to be or become unreasonable, then that provision shall be considered to be amended to provide the owner broadest scope of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of protection to the Company in which the Employee has supervisory management that such court would find reasonable and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areasenforceable. For purposes of this AgreementSection 7, Employee acknowledges the term “Confidential Information” means all written, machine reproducible, oral and agrees that business competitive with that visual data, information and material, including but not limited to the terms of Company shall include any business that provides for this Agreement and the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all recordsPlan, documents, customer and candidate lists, referral sourcesbusiness, financial and technical information, trade secretscomputer programs, methodsdocuments and records (including those that Awardee develops in the scope of his or her employment) that (i) the Company, techniquesits Affiliates and Subsidiaries, processesor any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard ii) relates to the Company (or Company, its affiliates, employees, principals, customersAffiliates and Subsidiaries, or any of their respective customers or suppliers or any of their business associatesactivities, products or services (including software programs and techniques) during the course of the Employee's employment, and is competitively sensitive or not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly relevant trade or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by lawindustry, or (iii) in connection with obtaining advice derives independent economic value from the Employee's legal counselnot being generally known to, and is not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Upon termination of this Agreement, Confidential Information does not include any information or at any time upon the request of the Company, the Employee shall promptly deliver to material that is approved by the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or under the control of the Employeeits Affiliates or Subsidiaries for unrestricted public disclosure. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Subsection 7(d) shall prevent the Employee from associating with SCOTX X. XXXXXXX xx the lineal descendants of DONAXX X. X'XXXXX. (e) If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Participant does any of the following without the prior written consent of the Company or the Employer: (a) The Employee acknowledges while employed by the Company or the Employer or within one year thereafter (except that the following will not apply if Awardee’s employment was not terminated for Sufficient Reason): (i) competes with, or engages in any business that is competitive with, the course Company or the Employer within 50 miles of his employment hereunder, he may obtain knowledge of confidential matters essential the principal location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business and from or performed services for that customer or prospect while employed by the Company or the Employer if the business for which Awardee is soliciting or performing services is competitive position with the Company or the Employer ; or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of the Company or any Affiliate or Subsidiary of the Company, includingor knowingly helps anyone to recruit or hire anyone who was an employee of any of its customers for whom Awardee performed services or from whom Awardee solicited business, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage within the Company were the Employee to engage in business activities competitive with the Company.six months before Participant’s Severance Date; or (b) The Employee therefore agrees that he shall not, at discloses or uses any time during his employment hereunder and for a period of one (1) year thereafter, accept employment as an officer, director or employee of, or be or become the owner of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of the Company in which the Employee has supervisory management and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areas. For purposes of this Agreement, Employee acknowledges and agrees that business competitive with that of Company shall include any business that provides for the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all records, documents, customer and candidate lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard to the Company (or its affiliates, employees, principals, customers, or business associates) during the course of the Employee's employment, and not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, the Employee will not at any time, directly or indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by law, or (iii) except in connection with obtaining advice from the Employee's legal counsel. Upon termination good faith performance of Awardee’s duties as an employee or, solely with respect to the terms of this AgreementAgreement or the Plan, to Awardee’s spouse or at any time legal or financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or fails, upon the request Company’s or the Employer’s request, to execute and comply with a third party’s agreement to protect its confidential and proprietary information; or solicits or induces the unauthorized disclosure or use of the Company, the Employee shall promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or under the control of the Employee. (d) The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Subsection 7(d) shall prevent the Employee from associating with SCOTX X. XXXXXXX xx the lineal descendants of DONAXX X. X'XXXXX. (e) Confidential Information. If any covenant or provision contained in this Section 7 is found by a court of competent jurisdiction to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 finds any provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or deemed automatically reduced or modified with retroactive effect to the extent necessary to render such covenant or provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that damages in the event of a breach of the provisions of this Section 7 by to be unreasonable, then that provision shall be considered to be amended to provide the Employee may be difficult broadest scope of protection to ascertain, the Company that such court would find reasonable and therefore the Company, in addition enforceable. For purposes Option Certificate Adopted for Replacement Option Awards Awards to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.US Associates