Common use of Non Competition and Protection of Confidential Information Clause in Contracts

Non Competition and Protection of Confidential Information. (a) The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients and employees of the Company. The Executive acknowledges that the rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers). The parties hereto agree that in the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the employ of the Company and for a one year period after the Date of Termination, he shall not except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.

Non Competition and Protection of Confidential Information. (a) a. The Executive Employee agrees that his services hereunder to the Company are of a special, unique, extraordinary and intellectual character, character and his position with the Company places him in a position of confidence and trust with the clients employees and employees of the Company. The Executive acknowledges that the rendering of services to the clients customers of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers)its affiliates. The parties hereto agree that in the course of the Executive's employment with the CompanyConsequently, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, goodwill designs, proprietary information and business of the Company that the Executive Employee make the covenants contained herein. Accordingly, the Executive Employee agrees that while he is in that, during the employ period of the Company Employee's employment hereunder and for a the period of one (1) year period after immediately following the Date termination of Terminationhis employment hereunder, he shall not except on behalf of the Companynot, directly or indirectly: i. own, and regardless of the reason for his ceasing to operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the Company:United States that engages in any business then being engaged or planned to be engaged in by the Company or any of its subsidiaries or affiliates; or (i) ii. attempt in any manner to solicit from any client customer or supplier business of the type performed for or by the Company or to persuade any client customer or supplier of the Company to cease to do business or to reduce the amount of business which any such client customer or supplier has customarily done or is reasonably expected to do contemplates doing with the Company, whether or not the relationship between the Company and such client customer or supplier was originally established in whole or in part through his efforts; or (ii) iii. employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Companya consultant, or persuade or attempt to persuade any person who is at the date of termination of the Employee's employment with the Company or at any time during the preceding year was, or in the six (6) months following such termination becomes, an employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or. (iii) render to iv. As used in this Paragraph 8, the term: "customer" and "supplier" shall mean any person or for any client any services entity that is a customer or supplier of the type rendered by Company at the date of termination of the Employee's employment with the Company, or at any time during the preceding year was, or in the six (6) months following such termination becomes, a customer or supplier of the Company, or if the Employee's employment shall not have terminated, at the time of the alleged prohibited conduct.

Non Competition and Protection of Confidential Information. (a) a. The Executive Employee agrees that his services hereunder to the Company are of a special, unique, extraordinary and intellectual character, character and his position with the Company places him in a position of confidence and trust with the clients employees and employees of the Company. The Executive acknowledges that the rendering of services to the clients customers of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers)its affiliates. The parties hereto agree that in the course of the Executive's employment with the CompanyConsequently, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, goodwill designs, proprietary information and business of the Company that the Executive Employee make the covenants contained herein. Accordingly, the Executive Employee agrees that while he is in that, during the employ period of the Company Employee's employment hereunder and for a the period of one [1] year period after immediately following the Date termination of Terminationhis employment hereunder, he shall not except on behalf of the Companynot, directly or indirectly: i. own, and regardless of the reason for his ceasing to operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the Company:United States that engages in any business then being engaged or planned to be engaged in by the Company or its subsidiaries or affiliates. (i) ii. attempt in any manner to solicit from any client customer or supplier business of the type performed for or by the The Company or to persuade any client customer or supplier of The Company to cease to do business or to reduce the amount of business which any such client customer or supplier has customarily done or is reasonably expected to do contemplates doing with the The Company, whether or not the relationship between the The Company and such client customer or supplier was originally established in whole or in part through his efforts; or (ii) iii. employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Companya consultant, or persuade or attempt to persuade any person who is at the Date of Termination or at any time during the preceding year was, or in the six [6] months following such termination becomes, an employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or. (iii) render to iv. As used in this paragraph 8, the term: "customer" and "supplier" shall mean any person or for any client any services entity that is a customer or supplier of the type rendered by Company at the Date of Termination, or at any time during the preceding year was, or in the six [6] months following such termination becomes, a customer or supplier of The Company, or if the Employee's employment shall not have terminated, at the time of the alleged prohibited conduct.

Non Competition and Protection of Confidential Information. (a) The Executive agrees Consultant acknowledges that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients and employees of the Company. The Executive acknowledges that the rendering of services to the clients of the Company necessarily requires hereunder may require the disclosure to the Executive Consultant of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers). The parties hereto agree that in the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently he agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make he makes the covenants contained herein. Accordingly, the Executive Consultant agrees that while he is in during the employ of the Company Term and for a one two year period after the Date of Terminationthereafter, he shall not not, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed engaged as a consultant by the Company: (i) attempt in any manner to solicit from persuade any customer, supplier or client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such customer, supplier or client has customarily done or is reasonably expected to do contemplates doing with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as an exclusive consultant any person a consultant, or persuade or attempt to persuade anyone else to employ anyone who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; provided, however, if such employee or consultant was involuntarily terminated by the Company, the Consultant may employ or retain such person after obtaining the prior written consent of the Company, which consent will not be unreasonably withheld; or (iiib) render The Consultant agrees that he will not at any time (whether during the Term or after termination of this Agreement), disclose to anyone any confidential information or trade secret of the Company, or utilize such confidential information or trade secret for his own benefit, or for any client any services the benefit of third parties. The term "confidential information or trade secret" does not include information which (i) becomes generally available to the type rendered public other than by breach of this provision or (ii) the Consultant learns from a third party who is not under an obligation of confidence to the Company. (c) If the Consultant commits a breach or is about to commit a breach, of any of the provisions of paragraphs 6(a) or (b) above, the Company shall have the right to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach. The parties acknowledge that the type and periods of restriction imposed in the provisions of paragraphs 6(a) and (b) above are fair and reasonable and are reasonably required for the protection of the Company, and that the time, scope, geographic area and other provisions of this paragraph 6 have been specifically negotiated by both parties with advice of counsel. If any of the covenants in paragraphs 6(a) or (b) above, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. If any of the covenants contained in paragraphs 6(a) or (b), or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or areas of such provision and, in its reduced form, such provision shall then be enforceable.

Non Competition and Protection of Confidential Information. (a) a. The Executive Employee agrees that his services hereunder to the Company are of a special, unique, extraordinary and intellectual character, character and his position with the Company places him in a position of confidence and trust with the clients employees and employees of the Company. The Executive acknowledges that the rendering of services to the clients customers of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers)its affiliates. The parties hereto agree that in the course of the Executive's employment with the CompanyConsequently, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, goodwill designs, proprietary information and business of the Company that the Executive Employee make the covenants contained herein. Accordingly, the Executive Employee agrees that while he is in that, during the employ period of the Company Employee's employment hereunder and for a the period of one (1) year period after immediately following the Date termination of Terminationhis employment hereunder, he shall not except on behalf of the Companynot, directly or indirectly: i. own, and regardless of the reason for his ceasing to operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the Company:United States that engages in any business then being engaged or planned to be engaged in by the Company or any of its subsidiaries or affiliates; or (i) ii. attempt in any manner to solicit from any client customer or supplier business of the type performed for or by the Company or to persuade any client customer or supplier of the Company to cease to do business or to reduce the amount of business which any such client customer or supplier has customarily done or is reasonably expected to do contemplates doing with the Company, whether or not the relationship between the Company and such client customer or supplier was originally established in whole or in part through his efforts; or (ii) iii. employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Companya consultant, or persuade or attempt to persuade any person who is at the date of termination of the Employee’s employment with the Company or at any time during the preceding year was, or in the six (6) months following such termination becomes, an employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or. (iii) render to iv. As used in this Paragraph 8, the term: “customer” and “supplier” shall mean any person or for any client any services entity that is a customer or supplier of the type rendered by Company at the date of termination of the Employee’s employment with the Company, or at any time during the preceding year was, or in the six (6) months following such termination becomes, a customer or supplier of the Company, or if the Employee’s employment shall not have terminated, at the time of the alleged prohibited conduct.

Non Competition and Protection of Confidential Information. (a) a. The Executive Employee agrees that his services hereunder to the Company are of a special, unique, extraordinary and intellectual character, character and his position with the Company places him in a position of confidence and trust with the clients employees and employees of the Company. The Executive acknowledges that the rendering of services to the clients customers of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers)its affiliates. The parties hereto agree that in the course of the Executive's employment with the CompanyConsequently, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, goodwill designs, proprietary information and business of the Company that the Executive Employee make the covenants contained herein. Accordingly, the Executive Employee agrees that while he is in that, during the employ period of the Company Employee's employment hereunder and for a the period of one (1) year period after immediately following the Date termination of Terminationhis employment hereunder, he shall not except on behalf of the Companynot, directly or indirectly: i. own, and regardless of the reason for his ceasing to operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the Company:United States that engages in any business then being engaged or planned to be engaged in by the Company or its subsidiaries or affiliates; or (i) ii. attempt in any manner to solicit from any client customer or supplier business of the type performed for or by the Company or to persuade any client customer or supplier of the Company to cease to do business or to reduce the amount of business which any such client customer or supplier has customarily done or is reasonably expected to do contemplates doing with the Company, whether or not the relationship between the Company and such client customer or supplier was originally established in whole or in part through his efforts; or (ii) iii. employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Companya consultant, or persuade or attempt to persuade any person who is at the Date of Termination or at any time during the preceding year was, or in the six (6) months following such termination becomes, an employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or. (iii) render to iv. As used in this Paragraph 8, the term: “customer” and “supplier” shall mean any person or for any client any services entity that is a customer or supplier of the type rendered by Company at the Date of Termination, or at any time during the preceding year was, or in the six (6) months following such termination becomes, a customer or supplier of the Company, or if the Employee's employment shall not have terminated, at the time of the alleged prohibited conduct.

Non Competition and Protection of Confidential Information. (a) a. The Executive Employee agrees that his services hereunder to the Company are of a special, unique, extraordinary and intellectual character, character and his position with the Company places him in a position of confidence and trust with the clients employees and employees of the Company. The Executive acknowledges that the rendering of services to the clients customers of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers)its affiliates. The parties hereto agree that in the course of the Executive's employment with the CompanyConsequently, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, goodwill designs, proprietary information and business of the Company that the Executive Employee make the covenants contained herein. Accordingly, the Executive Employee agrees that while he is in that, during the employ period of the Company Employee's employment hereunder and for a the period of one (1) year period after immediately following the Date termination of Terminationhis employment hereunder, he shall not except on behalf of the Companynot, directly or indirectly: i. own, and regardless of the reason for his ceasing to operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the Company:United States that engages in any business then being engaged or planned to be engaged hi by the Company or any of its subsidiaries or affiliates; or (i) ii. attempt in any manner to solicit from any client customer or supplier business of the type performed for or by the Company or to persuade any client customer or supplier of the Company to cease to do business or to reduce the amount of business which any such client customer or supplier has customarily done or is reasonably expected to do contemplates doing with the Company, whether or not the relationship between the Company and such client customer or supplier was originally established in whole or in part through his efforts; or (ii) iii. employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Companya consultant, or persuade or attempt to persuade any person who is at the date of termination of the Employee's employment with the Company or at any time during the preceding year was, or in the six (6) months following such termination becomes, an employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or. (iii) render to iv. As used in this Paragraph 8, the term: "customer" and "supplier" shall mean any person or for any client any services entity that is a customer or supplier of the type rendered by Company at the date of termination of the Employee's employment with the Company, or at any time during the preceding year was, or in the six (6) months following such termination becomes, a customer or supplier of the Company, or if the Employee's employment shall not have terminated, at the time of the alleged prohibited conduct.

Non Competition and Protection of Confidential Information. (a) a. The Executive Employee agrees that his Employee’s services hereunder to the Company are of a special, unique, extraordinary and intellectual character, character and his Employee’s position with the Company places him the Employee in a position of confidence and trust with the clients employees and employees of the Company. The Executive acknowledges that the rendering of services to the clients customers of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers)its affiliates. The parties hereto agree that in the course of the Executive's employment with the CompanyConsequently, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, goodwill designs, proprietary information and business of the Company that the Executive Employee make the covenants contained herein. Accordingly, the Executive Employee agrees that while he is in that, during the employ period of the Company Employee’s employment hereunder and for a the period of one (1) year period after immediately following the Date termination of TerminationEmployee’s employment hereunder, he the Employee shall not except on behalf of the Companynot, directly or indirectly: i. own, and regardless of the reason for his ceasing to operate, manage or be employed by or affiliated with any person or entity headquartered within or with a management office in the Company:United States that engages in any business then being engaged or planned to be engaged in by the Company or any of its subsidiaries or affiliates; or (i) ii. attempt in any manner to solicit from any client customer or supplier business of the type performed for or by the Company or to persuade any client customer or supplier of the Company to cease to do business or to reduce the amount of business which any such client customer or supplier has customarily done or is reasonably expected to do contemplates doing with the Company, whether or not the relationship between the Company and such client customer or supplier was originally established in whole or in part through his Employee’s efforts; or (ii) iii. employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Companya consultant, or persuade or attempt to persuade any person who is at the date of termination of the Employee’s employment with the Company or at any time during the preceding year was, or in the six (6) months following such termination becomes, an employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or. (iii) render to iv. As used in this Paragraph 8, the term: “customer” and “supplier” shall mean any person or for any client any services entity that is a customer or supplier of the type rendered by Company at the date of termination of the Employee’s employment with the Company, or at any time during the preceding year was, or in the six (6) months following such termination becomes, a customer or supplier of the Company, or if the Employee’s employment shall not have terminated, at the time of the alleged prohibited conduct.

Non Competition and Protection of Confidential Information. (a) The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and that, by the nature of his position with responsibilities, Executive will necessarily gain full access to and specialized knowledge of the Company places him in a position of confidence most intimate and trust with the clients and employees vital details of the Company’s corporate structure, trade secrets, business methods, strategies and creative activities for clients. The Executive acknowledges that the rendering of services to clients serviced by the clients Company are located throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area, but by the location of the Company necessarily requires Company’s clients and potential clients. Executive also acknowledges that he will use the disclosure Company’s assets to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers). The parties hereto agree that in the course of the Executive's employment develop personal relationships with the Company’s clients, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' ’ affairs and requirements, and that which may constitute the relationship of the Company Company’s primary or sole contact with its established clientele will therefore be placed in the Executive's hands in confidence and trustsuch clients. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the employ of the Company Company’s employment and for a one year period after of two years following the Date termination of Terminationhis employment for any reason whatsoever, he shall not except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) solicit the business of or attempt in any manner to solicit from any client business of the type performed by the Company or to persuade any client of the Company to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do contemplates doing with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; (ii) render any public relations or public affairs services to or for any client of the Company unless such services are rendered as an employee or consultant of the Company or one or more of its affiliates, whether or not the relationship between the Company or one or more of its affiliates and such client was originally established in whole or in part through his efforts; or (iiiii) employ as an employee (including to retain, engage or retain as an exclusive consultant conduct business with) or attempt to employ or assist anyone else to employ any person who is then or at any time during the preceding twelve months preceding termination of Executive’s employment was an employee in the Company’s employ. As used throughout this paragraph 8, the term “Company” shall mean the Company, any subsidiaries or divisions of the Company, and any WPP Group businesses which are included in the PR Business; and the term “client” shall mean (A) anyone who is then a client of the Company; (B) anyone who was a client at any time during the one year period immediately preceding the date of termination of employment; and (C) any prospective client to whom the Company had made a presentation or exclusive consultant similar offering of services within a period of 180 days immediately preceding the date of such termination of employment. (b) Executive also agrees that he will not at any time (whether during the Term or after termination of this Agreement), except as may be required by law, disclose to anyone any confidential information or trade secret of the Company or any client of the Company, or persuade utilize such confidential information or attempt to persuade any employee trade secret for his own benefit, or for the benefit of third parties. The term “confidential information or exclusive consultant to the Company to leave the employ trade secret of the Company or any client of the Company” does not include any information that becomes generally available to become employed as an employee or retained as a consultant by anyone the public other than the Company; orby breach of this provision. (iiic) render If Executive commits a breach or threatens to or for commit a breach, of any client any services of the type rendered provisions of (a) or (b) above, the Company shall have the right to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction without being required to post bond or other security and without having to prove the Companyinadequacy of the available remedies at law. In addition, the Company may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach. (d) If any of the covenants contained in (a) or (b), or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or areas of such provision and, in its reduced form, said provision shall then be enforceable.

Non Competition and Protection of Confidential Information. (a) The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients and employees of the Company. The Executive acknowledges that the rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as as, without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences preferences, proprietary technologies, technical specifications and the like, and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers). The parties hereto agree that that, in the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that that, while he is in the employ of the Company and for a one one-year period after the Date of Termination, he shall not except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner manner, either on his own behalf or on behalf of any other person or entity, to solicit from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.

Non Competition and Protection of Confidential Information. (a) The Executive Employee agrees that his services hereunder to the Company are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients employees and employees of the Company. The Executive acknowledges that the rendering of services to the clients customers of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitationits affiliates, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers). The parties hereto agree that in the course of the Executive's employment with the CompanyConsequently, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently Employee agrees that it is reasonable and necessary for the protection of the goodwill, intellectual property, trade secrets, goodwill designs, proprietary information and business of the Company that the Executive Employee make the covenants contained herein. Accordingly, the Executive Employee agrees that while he is in that, during the employ period of the Company Employee's employment hereunder and for a the period of one (1) year period after immediately following the Date termination of Terminationhis employment hereunder, he shall not except on behalf of the Companynot, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) own, operate, manage or be employed by or affiliated with any person or entity that engages in any business then being engaged in by the Company or its subsidiaries or affiliates (collectively, "SAC"); or (ii) attempt in any manner to solicit from any client customer or supplier business of the type performed for or by the Company SAC or to persuade any client customer or supplier of SAC to cease to do business or to reduce the amount of business which any such client customer or supplier has customarily done or is reasonably expected to do contemplates doing with the CompanySAC, whether or not the relationship between the Company SAC and such client customer or supplier was originally established in whole or in part through his efforts; or (iiiii) employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Companya consultant, or persuade or attempt to persuade any person who is at the Date of Termination or at any time during the preceding year was, or in the six (6) months following such termination becomes, an employee of or exclusive consultant to the Company SAC to leave the employ of the Company SAC or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the CompanySAC.

Non Competition and Protection of Confidential Information. (a) The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients and employees of the Company. The Executive acknowledges that the rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as as, without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences preferences, proprietary technologies, technical specifications and the like, and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers). The parties hereto agree that that, in the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that that, while he is in the employ of the Company and for a one one-year period after the Date of Termination, he shall not except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner manner, either on his own behalf or on behalf of any other person or entity, to solicit from any client of the Company business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as an exclusive a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.

Non Competition and Protection of Confidential Information. (a) The Executive x. Xxxx agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position employment with the Company places placed him in a position of confidence and trust with the clients and employees of the Company. The Executive Xxxx acknowledges that inasmuch as the business of the Company is carried on in several states of the United States and that it is the intention of the Company to continue to expand the geographic area in which the Company engages in business and marketing efforts and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area but by the location of the Company’s clients and potential clients. Xxxx further acknowledges that the rendering of services to the clients of the Company necessarily requires required the disclosure to the Executive Xxxx of confidential information and trade secrets of the Company and its clients (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, licensing plans and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliersbusiness strategies). The parties hereto agree that in the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the Company's clients and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive Xxxx consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive Xxxx make the covenants contained herein. Accordingly, Xxxx agrees that, for the Executive agrees that while he is in the employ period of the Company and for a one year period two (2) years after the Date of TerminationResignation Date, he Xxxx shall not except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) own, manage, operate, control, be employed by, render services to, consult with, advise or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Company (as defined below in this paragraph 11). (ii) attempt in any manner to solicit from any client business of the type performed by the Company or to persuade any client of the Company to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do contemplates doing with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his Xxxx’x efforts; or; (iiiii) employ as an employee or retain as an exclusive consultant attempt to employ or assist anyone else to employ any person who is then or at any time during the preceding twelve months year was an employee of or exclusive consultant to in the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or’s employ; (iiiiv) render to or for any client any services of the type rendered by the Company to its clients to or for any client of the Company. Notwithstanding anything herein to the contrary, the term “the Company” as used in this paragraph 11 shall mean the Company and its affiliates. The term “client” shall mean (i) anyone who is now a client of the Company; (ii) anyone who was a client of the Company at any time during the one (1) year period immediately preceding the Resignation Date; and (iii) any prospective client to whom the Company has made a formal presentation (i.e., the actual presentation of a marketing plan, licensing strategy and/or media plan) within a one (1) year period immediately preceding the Resignation Date. x. Xxxx also agrees that, at all times on or after his Resignation Date, Xxxx shall not divulge to anyone (other than the Company or any persons designated by the Company) any confidential information relating to the business of the Company or its clients including, without limitation, all types of trade secrets, business strategies or marketing, licensing, advertising and/or promotional plans. Xxxx further agrees not to disclose, publish or make use of any such knowledge or information of a confidential nature. For purposes of this paragraph 11, the term “confidential information” shall not include information which becomes public knowledge other than through a breach of this covenant by Xxxx or any confidential information that Xxxx is required to disclose in any judicial or administrative proceeding pursuant to any subpoena or court order. c. If Xxxx commits a breach or is about to commit a breach of any of the provisions of subparagraphs “a” or “b” of this paragraph 11, the Company shall have the right to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach. d. The Parties acknowledge that the type and period of restriction imposed in the provisions of subparagraphs “a” and “b” of this paragraph 11 are fair and are reasonably required for the protection of the Company and the goodwill associated with the business of the Company. If any of the covenants in subparagraphs “a” or “b” of this paragraph 11, or any part thereof, is hereafter construed to be invalid or unenforceable the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions.

Non Competition and Protection of Confidential Information. (a) The Executive agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with the clients and employees of the Company. The Executive acknowledges that the rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information and trade secrets of the Company (such as without limitation, proprietary software programs, marketing plans, media plans, budgets, corporate policies, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers). The parties hereto agree that in the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the Company's clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the trade secrets, goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the employ of the Company and for a one two year period after the Date of Termination, he shall not not, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as an exclusive consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company or the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.