Common use of Non Competition Confidentiality Clause in Contracts

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 Except as provided in Sections 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive agrees as follows: (1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business. (3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity may make passive investments in companies generally involved in the business Internet industry in which the Company operates, subject to the terms of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or ventureparagraph 4.3 hereof, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 4.2 For purposes of this Article 4, the Company is engaged in the business of operating a comprehensive website and online community for people living with disabilities. Except as provided in Sections paragraphs 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 4.3 During the term of this Agreement and for one year following termination of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is directly engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's ’s actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. Employee agrees that this one year restriction is reasonable in scope. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, 4.4 Executive agrees as follows: (1) That that unless otherwise agreed to in writing between Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive he will deliver to the Employer, Employer (and will not keep in his possession, recreate, or deliver to anyone else, ) any and all notesdevices, books, records, files, forms, memoranda, documents andletters, in generalnotes, notebooks, papers, agreements, business plans, marketing and media plans, financial statements and records, customer and supplier lists and identities, customer information accounts, data, notes, reports, proposals, lists, correspondence, specifications, drawings, flow-charts, blueprints, sketches, materials, programs, equipment, other documents, writings, recordable electronic media and similar materials or property, or reproductions of any and all material relating aforementioned items developed by him pursuant to his employment with Employer or otherwise belonging to the Employer's business, its successors, or assigns. Executive agrees that such property is the exclusive property of Employer. (3) That 4.5 In the Board event that Executive leaves the employ of Directors of Employer, Executive hereby grants consent to written notification by Employer may from time to time reasonably designate other subject matters requiring confidentiality his new employer about his rights and secrecy which shall be deemed to be covered by the terms of obligations under this Agreement. A copy of such written notification will be provided to Executive at the same time it is provided to his new employer.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Employer acknowledges that the Executive operates a business in which the Executive connects mining companies with the owners of mining concessions, and that the Executive may receive compensation from these parties for this service. The Employer further understands that the Executive may have interests in these mining concessions. Except as provided in Section 4.1, the Employer consents to the Executive’s continued participation in this part time business, whether by receipt of equity interest, cash payment, or other consideration, provided that it does not interfere with the Executive’s duties as listed in Article 2 of this Agreement, and that the concessions involved are more than 100 miles from the city of Sierra Mojada, Coahuila. 4.3 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 4.4 Except as provided in Sections 4.1 4.1, 4.2 and 4.2 4.3 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 During 4.5 Except as provided in Section 4.2, during the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 4.6 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive agrees as follows: (1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business. (3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.2 During the term of this Agreement the Executive subject to Aspen Board approval, which will not be unreasonably withheld, the Executive could join non-competitive Boards as an Independent Board member as well, not to exceed a total of three boards. 4.3 Except as provided in Sections 4.1 and 4.2 this Section 4 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf without the consent from a majority of the Companydirectors. 4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive agrees as follows: (1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business. (3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless the Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.2 During the term of this Agreement the Executive, subject to Board approval, which will not be unreasonably withheld, can join non-competitive boards as an independent board member, not to exceed a total of three boards at any one time. 4.3 Except as provided in Sections 4.1 and 4.2 this Article 4 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf without the consent from a majority of the Companydirectors. 4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. (a) The Executive recognizes and acknowledges that the information, business, list of the Employer's ’s customers and any other trade secret or other secret or confidential information relating to the Employer's ’s business as they may exist from time to time are valuable, special and unique assets of the Employer's ’s business. Therefore, the Executive agrees as follows: (1) That The Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's ’s business, except as such disclosure or use may be required in connection with the Executive's ’s work for the Employer. (2) That upon Upon request or at the time of leaving the employ of the Employer Employer, the Executive will shall deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's ’s business. (3) That the The Board of Directors of the Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement. (b) In the event of a breach or threatened breach by the Executive of the provisions of this paragraph 4.4, the Employer shall be entitled to an injunction (i) restraining the Executive from disclosing, in whole or in part, any information as described above or from rendering any services to any person, firm, corporation, association or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed; and/or (ii) requiring that the Executive deliver to the Employer all information, documents, notes, memoranda and any and all other material as described above upon the Executive’s leave of the employ of the Employer. Nothing herein shall be construed as prohibiting the Employer from pursuing other remedies available to the Employer for such breach or threatened breach, including the recovery of damages from the Executive. (c) The Executive hereby agrees that, upon the execution of this Agreement, he will sign the Company’s standard forms of Code of Conduct, Confidentiality, Xxxxxxx Xxxxxxx Policy and Inventions agreements.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless the Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.2 During the term of this Agreement the Executive, subject to Board approval, which will not be unreasonably withheld, can join non-competitive boards as an independent board member, not to exceed a total of two boards at any one time. 4.3 Except as provided in Sections 4.1 and 4.2 this Article 4 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the CompanyAgreement. 4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. (a) The Executive recognizes and acknowledges that the information, business, list of the Employer's ’s customers and any other trade secret or other secret or confidential information relating to the Employer's ’s business as they may exist from time to time are valuable, special and unique assets of the Employer's ’s business. Therefore, the Executive agrees as follows: (1) That The Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's ’s business, except as such disclosure or use may be required in connection with the Executive's ’s work for the Employer. (2) That upon Upon request or at the time of leaving the employ of the Employer Employer, the Executive will shall deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's ’s business. (3) That the The Board of Directors of the Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement. (b) In the event of a breach or threatened breach by the Executive of the provisions of this paragraph 4.4, the Employer shall be entitled to an injunction (i) restraining the Executive from disclosing, in whole or in part, any information as described above or from rendering any services to any person, firm, corporation, association or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed; and/or (ii) requiring that the Executive deliver to the Employer all information, documents, notes, memoranda and any and all other material as described above upon the Executive’s leave of the employ of the Employer. Nothing herein shall be construed as prohibiting the Employer from pursuing other remedies available to the Employer for such breach or threatened breach, including the recovery of damages from the Executive. (c) The Executive hereby agrees that, upon the execution of this Agreement, he will sign the Company’s standard forms of Code of Conduct, Confidentiality, Xxxxxxx Xxxxxxx Policy and Inventions agreements.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the The Executive will offer to the Employer any investment or other opportunity generally in the process control industry (including without limitation software product development) or in the other areas of business in which the Company operates, operates of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directorsdirectors (excluding the Executive). 4.2 The Executive may make passive investments in companies involved in the process control industry or other industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directorsdirectors (excluding the Executive). 4.3 Except as provided in Sections 4.1 and 4.2 hereof, the Executive may not participate in any business the process control industry or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 During For a period of one year after the term termination or expiration of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business operating in the states of Colorado, Montana, Utah, Wyoming or Idaho which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive agrees as follows: (1i) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2ii) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business. (3iii) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity may make passive investments in companies generally involved in the business Internet industry in which the Company operates, subject to the terms of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or ventureparagraph 4.3 hereof, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 4.2 Except as provided in Sections paragraphs 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 4.3 During the term of this Agreement and for a period of two years after the termination of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is directly engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's ’s actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. Employee agrees that this two year restriction is reasonable in scope. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, 4.4 Executive agrees as follows: (1) That that unless otherwise agreed to in writing between Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive she will deliver to the Employer, Employer (and will not keep in her possession, recreate, or deliver to anyone else, ) any and all notesdevices, books, records, files, forms, memoranda, documents andletters, in generalnotes, notebooks, papers, agreements, customer and supplier lists and identities, customer information accounts, source codes, object codes, data, notes, reports, proposals, lists, correspondence, specifications, drawings, flow-charts, blueprints, sketches, materials, programs, equipment, other documents, writings, recordable electronic media and similar materials or property, or reproductions of any and all material relating aforementioned items developed by him pursuant to her employment with Employer or otherwise belonging to the Employer's business, its successors, or assigns. Executive agrees that such property is the exclusive property of Employer. (3) That 4.5 In the Board event that Executive leaves the employ of Directors of Employer, Executive hereby grants consent to written notification by Employer may from time to time reasonably designate other subject matters requiring confidentiality her new employer about her rights and secrecy which shall be deemed to be covered by the terms of obligations under this Agreement. A copy of such written notification will be provided to Executive at the same time it is provided to her new employer.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive The Employee will offer to the Employer any investment or other opportunity generally of which he becomes aware in the process control and systems integration industries (including, without limitation, software product development) or in the other areas of business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer takes no action for 30 days from the date of receipt of the offer, or refuses the opportunity during such 30 day period, to participate in the such investment or ventureother opportunity, the Executive Employee may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority the Employer's Board of the directorsDirectors consents thereto. 4.2 The Executive Notwithstanding the above, the Employee may make passive investments in companies involved in the process control and systems integration industries or other industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to . Employee may acquire an equity interest exceeding 5% by a vote of only if a majority of the directorsEmployer's Board of Directors consents thereto. 4.3 Except as provided in Sections 4.1 and 4.2 hereof, during the Executive term of this Agreement the Employee may not participate in any business the process control or systems integration industries or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. The Executive Employee recognizes and acknowledges that the information, business, customer list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive Employee agrees as follows: (1i) That Executive that Employee will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer listslists of other employees of Employer, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with ExecutiveEmployee's work for the Employer.; (2ii) That that upon request or at the time of leaving the employ of the Employer the Executive Employee will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business. (3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.; and

Non Competition Confidentiality. 4.1 During (a) The Executive may not at any time during his employment under this agreement, and within eighteen months after the term termination of this Agreementhis employment, for any reason, engage or become interested in (as owner, lender, stockholder, partner, director, officer, employee, consultant or otherwise) any business that is in competition with the Executive will offer to business conducted by the Employer Company or its subsidiaries anywhere in any investment or other opportunity generally state in the business United States in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate has engaged in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directorssuch business. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 Except as provided in Sections 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 (b) During the term Executive's employment under this agreement, and or a period of this Agreementeighteen months after the termination of his employment for any reason, the Executive shall not own, manage, operate, control, be employed by, participate inon his own behalf, or be connected in any manner with the ownership, management, operation or control on behalf of any business which is engaged other person or enterprise, hire, solicit or encourage to leave the employment of the Company any individual who was an employee of the Company or its affiliates during the Executive's employment by the Company. (c) The Executive shall not, at any time during or after his employment under this agreement, disclose to any third party, except in the type performance of his duties under this agreement or as may be required by law, any confidential matter regarding the Company's customers, suppliers, trade secrets or business conducted by (the Employer at the time this Agreement terminates"Confidential Information"). In the event that the Executive is required by law to disclose any Confidential Information, the Executive will in advance of such disclosure provide the other party with prompt notice of such requirement(s). The Executive also agrees, to the extent legally permissible, to provide the Company, in advance of any such disclosure, with a complete description of any Confidential Information he intends to disclose (and, if applicable, the text of the Executive's actual or threatened disclosure language itself) and to cooperate with the Company to the extent it may seek to limit such disclosure. (d) The Executive acknowledges that the remedy at law for breach of the provisions of this section 6 would be inadequate and that, in addition to any other remedy the Company may have for breach of this paragraphsection 6, the Employer Company shall be entitled to a preliminary restraining order and an injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and without any other trade secret bond or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive agrees as follows: (1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employersecurity being required. (2) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business. (3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 Except as provided in Sections 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's ’s actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's ’s customers and any other trade secret or other secret or confidential information relating to Employer's ’s business as they may exist from time to time are valuable, special and unique assets of Employer's ’s business. Therefore, Executive agrees as follows: (1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's ’s business, except as such disclosure or use may be required in connection with Executive's ’s work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's ’s business. (3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. The parties acknowledge that Executive has disclosed his 10% ownership position in "CVS" and the Company consents to that pre-existing relationship. 4.3 Except as provided in Sections 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company, without the consent from a majority of the directors. The parties acknowledge that Executive has disclosed his relationship with "CVS" and "Heska" and the Company consents to those pre-existing relationships, within the transition plan as discussed by the parties. 4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive agrees as follows: (1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business. (3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity may make passive investments in companies generally involved in the business Internet industry in which the Company operates, subject to the terms of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or ventureparagraph 4.3 hereof, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 4.2 Except as provided in Sections paragraphs 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 4.3 During the term of this Agreement and for a period of two years after the termination of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is directly engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's ’s actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. Employee agrees that Employee agrees that this two year restriction is reasonable in scope. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, 4.4 Executive agrees as follows: (1) That that unless otherwise agreed to in writing between Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive he will deliver to the Employer, Employer (and will not keep in his possession, recreate, or deliver to anyone else, ) any and all notesdevices, books, records, files, forms, memoranda, documents andletters, in generalnotes, notebooks, papers, agreements, customer and supplier lists and identities, customer information accounts, source codes, object codes, data, notes, reports, proposals, lists, correspondence, specifications, drawings, flow-charts, blueprints, sketches, materials, programs, equipment, other documents, writings, recordable electronic media and similar materials or property, or reproductions of any and all material relating aforementioned items developed by him pursuant to his employment with Employer or otherwise belonging to the Employer's business, its successors, or assigns. Executive agrees that such property is the exclusive property of Employer. (3) That 4.5 In the Board event that Executive leaves the employ of Directors of Employer, Executive hereby grants consent to written notification by Employer may from time to time reasonably designate other subject matters requiring confidentiality his new employer about his rights and secrecy which shall be deemed to be covered by the terms of obligations under this Agreement. A copy of such written notification will be provided to Executive at the same time it is provided to his new employer.

Non Competition Confidentiality. 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity may make passive investments in companies generally involved in the business Internet industry in which the Company operates, subject to the terms of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or ventureparagraph 4.3 hereof, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 4.2 Except as provided in Sections paragraphs 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. The Parties agree and confirm that for the purposes of paragraph 4.3 below that the Company is currently engaged in the business of operating web sites that provide a community for people living with disabilities and provide certain services and products for such persons. 4.4 4.3 During the term of this Agreement and for a period of two years after the termination of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is directly engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's ’s actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. Executive agrees that this two year restriction is reasonable in scope. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, 4.4 Executive agrees as follows: (1) That that unless otherwise agreed to in writing between Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive he will deliver to the Employer, Employer (and will not keep in his possession, recreate, or deliver to anyone else, ) any and all notesdevices, books, records, files, forms, memoranda, documents andletters, in generalnotes, notebooks, papers, agreements, customer and supplier lists and identities, customer information accounts, source codes, object codes, data, notes, reports, proposals, lists, correspondence, specifications, drawings, flow-charts, blueprints, sketches, materials, programs, equipment, other documents, writings, recordable electronic media and similar materials or property, or reproductions of any and all material relating aforementioned items developed by him pursuant to his employment with Employer or otherwise belonging to the Employer's business, its successors, or assigns. Executive agrees that such property is the exclusive property of Employer. 4.5 In the event that Executive leaves the employ of Employer, Executive hereby grants consent to written notification by Employer to his new employer about his rights and obligations under this Agreement. A copy of such written notification will be provided to Executive at the same time it is provided to his new employer. 4.6 Executive agrees at all times during the term of his employment and thereafter to hold in strictest confidence, and not to use, except for the benefit of the Employer, or to disclose, make known, divulge or communicate, directly or indirectly, to any person, firm, corporation or other entity without the prior written authorization of the Employer, any Confidential Information of the Employer. Executive understands that all Confidential Information is the sole and exclusive property of the Employer or of third parties whose rights the Employer wishes to protect. Executive will be vigilant in protecting all Confidential Information from disclosure to unauthorized persons and will comply with all rules and instructions of the Employer concerning the physical, intellectual, and electronic security of the Employer’s premises, property and records. Executive understands that “Confidential Information” means, without limitation, any Employer proprietary information, intellectual property, patents, trademarks, copyrights, technical data, trade secrets or know-how, including, but not limited to, research, methods, business plans, products, services, price lists, customer lists, customer information and customers (3) That including, but not limited to, customers of the Employer on whom Employee called or with whom Employee became acquainted during the term of his employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, third party information or products, or other business information disclosed to Executive by the Employer either directly or indirectly, whether orally, in writing, or by drawings or observation of parts or equipment. Executive understands that the Board of Directors of Employer may from time to time reasonably designate as Confidential Information other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement. Executive further understands that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of his or of others who were under confidentiality obligations as to the item or items involved.