Common use of Non Competition Confidentiality Clause in Contracts

Non Competition Confidentiality. (a) In order to protect Reynxxxx, xx is understood that a covenant not to compete is a necessary and appropriate adjunct to the other provisions of this Agreement. Therefore, should Holmxx xx any time determine prior to the expiration of this Agreement that he does not desire to remain an employee of Reynxxxx xxx shall terminate his employment for any reason other than the grounds specified in Section 8(e) above, or should he be Discharged For Cause by Reynxxxx, Xxlmxx xxxll remain subject to the restrictive provisions hereinafter set forth. In addition, these restrictive provisions shall remain in full force and effect at any other time during which payments are required to be made by Reynxxxx xxxsuant to the retirement (Section 6), severance (Section 8, except for Section 8(e)(vi)) or disability (Section 7) provisions of this Agreement. These restrictive provisions are as follows: (b) For a period of two (2) years from and after Holmxx' xxployment with Reynxxxx xxxll have terminated and after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, he shall not, directly or indirectly, compete with Reynxxxx xx any of its related or affiliated companies. For purposes of this Agreement, competition with Reynxxxx xx any of its related or affiliated companies shall include the manufacture, distribution, and sale of business forms and computer hardware and software and the furnishing of EDP services which are similar in nature or function to the products and/or services then being furnished by Reynxxxx xxx sale in the same vertical markets in which Reynxxxx' xxoducts and/or services are then being marketed at the time of Holmxx' xxrmination of employment or upon the cessation of any retirement, severance or disability benefits under this Agreement. (c) From and after the execution of this Agreement and for a period of two (2) years after termination of his employment with Reynxxxx xxx after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, Holmxx xxxll not, directly or indirectly, by direct participation, by purchase of stocks or bonds or other evidences of indebtedness, by loaning of money, by guarantee of loans of others, by gift to establish or assist others, or in any other manner or fashion, engage in any such restricted activity in competition with Reynxxxx xx any of its related or affiliated companies, nor shall he assist any present employees of Reynxxxx xx any other person similarly to engage in such competing business for the full two-year prohibition period set forth in this Agreement. (d) The restrictive provisions of this Section 9, however, are in no way intended to prohibit Holmxx xxxm acquiring in open market transactions investments in equity stock or evidences of indebtedness of a corporation if the said stock or if the said evidence of indebtedness is traded on a national or regional securities exchange or in the over-the-counter market and the investment therein represents no more than five percent (5%) of the outstanding securities of the issue being acquired. Moreover, it is not the intention of this Section 9 to limit in any way Holmxx' xxility to invest in businesses not competitive with Reynxxxx. (e) Holmxx xxxll keep secret and inviolate all knowledge or information of a confidential nature (which is not then nor later, through no breach of this Agreement, in the public domain), including all unpublished matters related to, without limitation thereof, the

Non Competition Confidentiality. (a) In order to protect ReynxxxxReynolds, xx it is understood that a covenant not to compete is a necessary and necxxxxxx xnd appropriate adjunct to the other provisions of this Agreement. Therefore, should Holmxx xx Employee at any time determine prior to the expiration of this Agreement that he does not desire to remain an employee of Reynxxxx xxx Reynolds and shall terminate his employment for any reason other than the grounds specified in Section 8(e7(e) above, or should he be Discharged For Cause by ReynxxxxReynolds, Xxlmxx xxxll Employee shall remain subject to the restrictive provisions hereinafter provisixxx xxxxinafter set forth. In addition, these restrictive provisions shall remain in full force and effect at any other time (subject to the limitations set forth in Sections 8(b) and 8(c) below) during which payments are required to be made by Reynxxxx xxxsuant Reynolds pursuant to the retirement (Section 65), severance (Section 8Sectiox 0, except xxxept for Section 8(e)(vi7(e)(vi)) or disability (Section 76) provisions of this Agreement. These restrictive provisions are as follows: (b) For a period of two (2) years from and after Holmxx' xxployment Employee's employment with Reynxxxx xxxll Reynolds shall have terminated (provided, however, in the event of xxxxxxxtion of Employee's employment due to Reynolds' decision not to renew this Agreement the period shall be xxx (0) year if the renewal period ending is also one (1) year) and after he shall have ceased receiving retirementretirement (provided that such retirement benefits have then begun to be paid during the two (2) year (or one (1) year) period mentioned in this Section 8(b)), severance or disability benefits under this Agreement, whichever shall last occur, he shall not, directly or indirectly, compete with Reynxxxx xx Reynolds or any of its related or affiliated companies. For purposes of this purposxx xx xxis Agreement, competition with Reynxxxx xx Reynolds or any of its related or affiliated companies shall include the manufactureincluxx xxx xanufacture, distribution, and sale of business forms and computer hardware and software and the furnishing of EDP services which are similar in nature or function to the products and/or services then being furnished by Reynxxxx xxx Reynolds for sale in the same vertical markets in which ReynxxxxReynolds' xxoducts xxxxxxxx and/or services are then being marketed at the time of Holmxx' xxrmination xxxx xx Employee's termination of employment or upon the cessation of any retirement, severance or disability benefits under this Agreement. (c) From and after the execution of this Agreement and for a period of two (2) years after termination (provided, however, in the event of termination of Employee's employment due to Reynolds' decision not to renew this Agreement the period shall be xxx (0) year if the renewal period ending is also one (1) year) of his employment with Reynxxxx xxx Reynolds and after he shall have ceased receiving retirementretirement (provxxxx xxxt such retirement benefits have then begun to be paid during the two (2) year (or one (1) year) period mentioned in this Section 8(c)), severance or disability benefits under this Agreement, whichever shall last occur, Holmxx xxxll Employee shall not, directly or indirectly, by direct participation, by purchase of stocks or bonds or other evidences of indebtedness, by loaning of money, by guarantee of loans of others, by gift to establish or assist others, or in any other manner or fashion, engage in any such restricted activity in competition with Reynxxxx xx Reynolds or any of its related or affiliated companies, nor shall he assist xx xxxxxt any present employees of Reynxxxx xx Reynolds or any other person similarly to engage in such competing business xxxxxxxs for the full two-year prohibition period set forth in this Agreement. (d) The restrictive provisions of this Section 98, however, are in no way intended to prohibit Holmxx xxxm Employee from acquiring in open market transactions investments in equity stock or evidences of indebtedness of a corporation if the said stock or if the said evidence of indebtedness is traded on a national or regional securities exchange or in the over-the-counter market and the investment therein represents no more than five percent (5%) of the outstanding securities of the issue being acquired. Moreover, it is not the intention of this Section 9 8 to limit in any way Holmxx' xxility Employee's ability to invest in businesses not competitive with ReynxxxxReynolds. (e) Holmxx xxxll Employee shall keep secret and inviolate all knowledge kxxxxxxxx or information of a confidential nature (which is not then nor later, through no breach of this Agreement, in the public domain), including all unpublished matters related to, without limitation thereof, thethe business, properties, accounts, books and records, research and development information, processes, procedures, products, know-how, trade secrets, memoranda, devices, suppliers, and customers of Reynolds which he may now know or hereafter come to know as a resuxx xx xxs affiliation in business with Reynolds. (f) All copyrights, improvements, discoveries and xxxxxxxxns and all claims, interest and rights thereto relating to any part of the business of Reynolds conceived, developed or made by Employee, either alone or xxxx xxhers, during the period of his employment, and whether conceived, developed or made during his regular working hours or at any other time during such period, shall be and are the sole property of Reynolds and Employee hereby assigns to Reynolds all right, title xxx xxxxrest in and to such copyrights, xxxxxxxxents, discoveries and inventions. Further, Employee will, at any time in the future upon Reynolds' request, execute specific assignments of any said copyrixxxx, xxprovements, discoveries and inventions as well as execute all documents and perform all lawful acts which Reynolds deems necessary or advisable to vest full ownership therexx xx Xxynolds, to register same in the name of Reynolds or its designee xx xxxxrwise to provide legal protection xxx Xxxxolds' ownership interests therein. (g) This Agreement shxxx xx xithout geographical limitation in continental North America and, in addition, in any other areas of the world in which Reynolds or any of its related or affiliated companies shall be doxxx xxxxness at the time of the proposed competing entry into business by Employee, it being agreed that the contacts of Employee and the potential scope of operation of Reynolds is without any limitation within the area of prohibition. Xxx xxxlation of this covenant may be enforced by specific performance in any court of competent jurisdiction within the area of limitation imposed by this provision. If any court of competent jurisdiction shall determine that either the period or the territory covered by this provision against competition in unreasonable, said provision shall not be determined to be null, void, and of no effect but shall be reformed by said court to impose a reasonable period or a reasonable geographical limitation, as the case may be.

Non Competition Confidentiality. (a) In order Each Seller agrees that for a period of 24 months from the Closing Date, neither it nor any of its controlled Affiliates (it being agreed that nothing in this Section 6.20 applies to protect Reynxxxx(i) any of The Energy & Minerals Group LP, xx is understood that its affiliated or associated investment funds or other entities or portfolio companies, or any other Person controlling, controlled by or under common control with such Persons or (ii) Laredo or its Affiliates (including Laredo Petroleum, Inc.)) shall carry on, participate in, or be engaged in, either directly or indirectly, as a covenant not to compete is a necessary and appropriate adjunct to principal or for its own account or solely or jointly with others, or as members, partners or stockholders in any Person, in the other Restricted Business within the Restricted Area. Notwithstanding the foregoing provisions of this Agreement. ThereforeSection 6.20, should Holmxx xx any time determine prior to a Seller may own, solely as an investment, securities of a Person that is engaged in the expiration Restricted Business within the Restricted Area if (A) such Seller is not an Affiliate of this Agreement that he the issuer of such securities, (B) such Seller does not desire to remain an employee of Reynxxxx xxx shall terminate his employment for any reason other than the grounds specified in Section 8(e) above, or should he be Discharged For Cause by Reynxxxx, Xxlmxx xxxll remain subject to the restrictive provisions hereinafter set forth. In addition, these restrictive provisions shall remain in full force and effect at any other time during which payments are required to be made by Reynxxxx xxxsuant to the retirement (Section 6), severance (Section 8, except for Section 8(e)(vi)) or disability (Section 7) provisions of this Agreement. These restrictive provisions are as follows: (b) For a period of two (2) years from and after Holmxx' xxployment with Reynxxxx xxxll have terminated and after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, he shall not, directly or indirectly, compete with Reynxxxx xx beneficially own more than five percent in the aggregate of such class of securities and (C) such Seller has no active participation in such entity. (b) Each Seller acknowledges that it is in possession of Confidential Material concerning the Company and its Subsidiaries and their respective businesses and operations. Each Seller shall, and shall cause its Affiliates and Representatives to, treat confidentially and not disclose all or any portion of such Confidential Material and will use such Confidential Material solely for the purpose of consummating the transactions contemplated by this Agreement and for no other purpose; provided, that the Company and its Subsidiaries may also use the Confidential Material for the purpose of operating their respective businesses in the ordinary course. Each Seller acknowledges and agrees that such Confidential Material is proprietary and confidential in nature and may be disclosed to its Representatives only to the extent necessary for such Seller to consummate the transactions contemplated by this Agreement (it being understood that each Seller shall be responsible for any disclosure by any such Representative not permitted by this Agreement). If any Seller or any of its related Affiliates or affiliated companiesRepresentatives are requested or required to disclose (after such Seller has used its commercially reasonable efforts to avoid such disclosure and, to the extent legally permissible, after promptly advising and consulting with Buyer about such Seller’s intention to make, and the proposed contents of, such disclosure) any of the Confidential Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), such Seller shall, or shall cause such Affiliate or Representative, to provide Buyer with prompt written notice of such request, to the extent legally permissible, so that Buyer may seek an appropriate protective order or other appropriate remedy. For purposes At any time that such protective order or remedy has not been obtained, such Seller or such Affiliate or Representative may disclose only that portion of this Agreementthe Confidential Material which such Person is legally required to disclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, competition and such Seller shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Material so disclosed. Each Seller further agrees that, from and after the Closing Date, such Seller and its Affiliates and Representatives, upon the request of Buyer or the Company, promptly will deliver to Buyer or the Company all documents, or other tangible embodiments, constituting Confidential Material or other information with Reynxxxx xx respect to the Company and its Subsidiaries, without retaining any copy thereof, and shall promptly destroy all other information and documents constituting or containing Confidential Material; provided that, notwithstanding the foregoing, such Seller and its Affiliates and Representatives shall not be required to deliver or destroy copies of Confidential Material if such copies are necessary in order to comply with applicable Law or reasonable business practice or corporate retention policies or if such copies are electronic copies of Confidential Material that are automatically generated through data back-up or archiving systems and that are not readily accessible by such Seller or any of its Affiliates and Representatives, provided that all such copies shall be subject to this Section 6.20(b). Buyer acknowledges that Sellers and their respective Affiliates and Representatives are active participants in the oil and gas industry and may be actively seeking oil and gas related or affiliated companies shall include projects in a variety of areas and, subject to Section 6.20(a), may be actively involved in oil and gas activities in and around the manufacture, distribution, and sale area to which the Confidential Material relates. Buyer understands that Sellers may retain certain mental impressions of business forms and computer hardware and software and the furnishing of EDP services Confidential Material which are similar or may be indistinguishable from generalized industry knowledge. Accordingly, subject to Section 6.20(a), Buyer agrees that Sellers and their respective Affiliates and Representatives shall not be precluded from pursuing or working on projects in nature and around such area because of their knowledge or function to mental impressions of the products and/or services then being furnished by Reynxxxx xxx sale Confidential Material so long as Sellers and their respective Affiliates and Representatives do not use any Confidential Material in the same vertical markets in which Reynxxxx' xxoducts and/or services are then being marketed at the time of Holmxx' xxrmination of employment or upon the cessation of any retirement, severance or disability benefits under this Agreementsuch endeavors. (c) From and after the execution If any provision contained in this Section 6.20 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and Section 6.20, but this Section 6.20 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a period length of two (2) years after termination of his employment with Reynxxxx xxx after he shall have ceased receiving retirementtime, severance or disability benefits under this Agreement, whichever shall last occur, Holmxx xxxll not, directly or indirectly, which is not permitted by direct participation, by purchase of stocks or bonds or other evidences of indebtedness, by loaning of money, by guarantee of loans of others, by gift to establish or assist othersLaw, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Law, a court of competent jurisdiction shall construe and interpret or reform this Section 6.20 to provide for a covenant having the maximum enforceable geographic area, time period and other manner or fashion, engage in provisions (not greater than those contained herein) as shall be valid and enforceable under such Law. Each Seller acknowledges that Buyer would be irreparably harmed by any such restricted activity in competition with Reynxxxx xx any of its related or affiliated companies, nor shall he assist any present employees of Reynxxxx xx any other person similarly to engage in such competing business for the full two-year prohibition period set forth in this Agreement. (d) The restrictive provisions breach of this Section 9, however, are in 6.20 and that there would be no way intended to prohibit Holmxx xxxm acquiring in open market transactions investments in equity stock or evidences of indebtedness of a corporation if the said stock or if the said evidence of indebtedness is traded on a national or regional securities exchange adequate remedy at law or in the over-the-counter market and the investment therein represents no more than five percent (5%) of the outstanding securities of the issue being acquireddamages to compensate Buyer for any such breach. Moreover, it is not the intention Buyer shall be entitled to seek injunctive relief requiring specific performance by each Seller of this Section 9 to limit in any way Holmxx' xxility to invest in businesses not competitive with Reynxxxx6.20. (e) Holmxx xxxll keep secret and inviolate all knowledge or information of a confidential nature (which is not then nor later, through no breach of this Agreement, in the public domain), including all unpublished matters related to, without limitation thereof, the

Non Competition Confidentiality. (a) In order to protect Reynxxxx, xx is understood Seller recognizes and acknowledges that a covenant not to compete is a necessary and appropriate adjunct to it will derive substantial benefit from the other provisions consummation of the transactions contemplated by this Agreement. Therefore, should Holmxx xx any time determine prior Seller further recognizes and acknowledges that Buyer is making a substantial investment pursuant to the expiration of this Agreement in reliance upon the fact that he does the knowledge and expertise developed by Seller and its management of the affairs of Seller and in the Business will be preserved and will not desire to remain an employee be used in competition with the Business purchased by Buyer. Seller hereby agrees that it is reasonable and necessary for the protection of Reynxxxx xxx shall terminate his employment for any reason other than Buyer and the grounds specified in Section 8(e) above, or should he be Discharged For Cause by Reynxxxx, Xxlmxx xxxll remain subject to the restrictive provisions hereinafter set forth. In addition, these restrictive provisions shall remain in full force and effect at any other time during which payments are required Business to be made purchased by Reynxxxx xxxsuant Buyer that Seller agrees to the retirement (Section 6), severance (Section 8, except for Section 8(e)(vi)) or disability (Section 7) provisions of this Agreement. These restrictive provisions are as follows: (b) For a period of two (2) years from and after Holmxx' xxployment with Reynxxxx xxxll have terminated and after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, he shall take all necessary actions to assure that Seller will not, directly or indirectly, except for the benefit of Buyer or with the prior written consent of Buyer, which consent may be granted or withheld at Buyer's sole discretion or except for activities of Owner relating to his continued ownership and operation of North State Supply Co. Inc., a Pennsylvania corporation located in Xxxxx City, Pennsylvania: (i) Own, manage, engage in, control, be employed by, participate in or be connected with, in any manner whatsoever, the ownership, management, operation or control of any business which sells, promotes or distributes products or services, or which otherwise performs services, which are reasonably like and which may reasonably compete with Reynxxxx xx those products or services previously offered by the Seller, any affiliate or subsidiary of its related Seller or affiliated companies. For the Buyer at any time during the term of this Agreement; (ii) Canvas, solicit or accept business from "Customers of the Buyer" after the Closing (except on behalf of the Buyer) which, for purposes of this Agreement, competition shall mean any person or entity which has been contacted by Seller or its affiliates or subsidiaries, or has engaged in business with Reynxxxx xx Seller or any of its related affiliates or affiliated companies subsidiaries, during the three (3) year period prior to the effective date of this Agreement; (iii) Directly or indirectly request or advise any Customer of the Buyer to withdraw, curtail or cancel such Customer's business with the Buyer, or otherwise interfere with the business relationship between such Customers and the Buyer, or any of its affiliates or subsidiaries; (iv) Otherwise aid, consult or assist anyone engaged in any business which is competitive with the "Business of the Buyer," which "Business of the Buyer" shall include all business activities in which the manufactureBuyer or any of its affiliates or subsidiaries is engaged at any time after the date of Closing (including, distributionbut not limited to, the manufacturing of print band equipment, operation of the business of print band engineering, sales and the acquisition of such types of business) or in which the Buyer or any of its affiliates or subsidiaries plans to engage after the date of Closing; or (v) Communicate to any person or entity any trade secrets, customer lists, information (financial or otherwise), strategies, systems, methods or any other business data or secrets of the Buyer, any of the Buyer's affiliates or subsidiaries. (b) Seller's covenants against competition as set forth in subparagraph (a) above shall commence on the date of this Agreement and shall continue for a period of three (3) years after the Effective Date of this Agreement. The restraints against competition imposed on and agreed to by each Seller hereunder shall apply to, and sale be enforceable in, the State of business forms and computer hardware and software and the furnishing of EDP services which are similar in nature or function to the products Arizona, and/or services then being furnished by Reynxxxx xxx sale in the same vertical markets in which Reynxxxx' xxoducts and/or services are then being marketed at the time of Holmxx' xxrmination of employment or upon the cessation an area within fifty (50) miles of any retirementlocation where the Buyer, severance or disability benefits under this Agreementany of its affiliates or subsidiaries, or any Acquisition Candidate, is doing business. (c) From and after the execution of this Agreement and for a period of two (2) years after termination of his employment with Reynxxxx xxx after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, Holmxx xxxll not, directly or indirectly, by direct participation, by purchase of stocks or bonds or other evidences of indebtedness, by loaning of money, by guarantee of loans of others, by gift to establish or assist others, or in any other manner or fashion, engage in any such restricted activity in competition with Reynxxxx xx any of its related or affiliated companies, nor shall he assist any present employees of Reynxxxx xx any other person similarly to engage in such competing business for the full two-year prohibition period The restrictions set forth in this Agreement. (d) The restrictive provisions of this Section 93.10 shall apply only to Seller and shall not apply to Owner, however, are in no way intended individually. Any restrictions on competition regarding Owner shall be limited to prohibit Holmxx xxxm acquiring in open market transactions investments in equity stock or evidences of indebtedness of a corporation if the said stock or if the said evidence of indebtedness is traded on a national or regional securities exchange or those restrictions as set forth in the over-the-counter market and the investment therein represents no more than five percent (5%) respective Employment Agreement of the outstanding securities of the issue being acquired. Moreover, it is not the intention of this Section 9 to limit in any way Holmxx' xxility to invest in businesses not competitive with ReynxxxxOwner. (e) Holmxx xxxll keep secret and inviolate all knowledge or information of a confidential nature (which is not then nor later, through no breach of this Agreement, in the public domain), including all unpublished matters related to, without limitation thereof, the

Non Competition Confidentiality. (aA) In order to protect Reynxxxx, xx is understood Seller recognizes and acknowledges that a covenant not to compete is a necessary and appropriate adjunct to he will derive substantial benefit from the other provisions consummation of the transactions contemplated by this Agreement. Therefore, should Holmxx xx any time determine prior Seller further recognizes and acknowledges that Buyer is making a substantial investment pursuant to the expiration of this Agreement in reliance upon the fact that he does the knowledge and expertise developed by Seller and his management of the affairs of the Business will be preserved and will not desire to remain an employee be used in competition with the Business purchased by Buyer. Seller hereby agrees that the covenants contained herein are reasonable and necessary for the protection of Reynxxxx xxx shall terminate his employment for any reason other than Buyer and the grounds specified in Section 8(e) above, or should he be Discharged For Cause by Reynxxxx, Xxlmxx xxxll remain subject to the restrictive provisions hereinafter set forth. In addition, these restrictive provisions shall remain in full force and effect at any other time during which payments are required Business to be made purchased by Reynxxxx xxxsuant Buyer, and that Seller agrees to the retirement (Section 6), severance (Section 8, except for Section 8(e)(vi)) or disability (Section 7) provisions of this Agreement. These restrictive provisions are as follows: (b) For a period of two (2) years from and after Holmxx' xxployment with Reynxxxx xxxll have terminated and after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, he shall take all necessary actions to assure that Seller will not, directly or indirectly, except for the benefit of Buyer or with the prior written consent of Buyer, which consent may be granted or withheld at Buyer's sole discretion: (i) Own, manage, engage in, control, be employed by, participate in or be connected with, in any manner whatsoever, the ownership, management, operation or control of any business which sells, promotes or distributes products or services, or which otherwise performs services, which are reasonably like and which may reasonably compete with Reynxxxx xx those products or services previously offered by Seller's Business and/or the Web site (but specifically excluding any existing non- eye product or service web site of its related Seller) at any time during the term of this Agreement; (ii) Canvas, solicit or affiliated companies. For accept business from "Customers of the Buyer" after the Closing (except on behalf of the Buyer) which, for purposes of this Agreement, competition shall mean any person or entity which has been contacted by Seller or his affiliates or subsidiaries, or has engaged in business with Reynxxxx xx Seller or any of its related his affiliates or affiliated companies subsidiaries, during the two (2) year period prior to the effective date of this Agreement; (iii) Directly or indirectly request or advise any Customer of the Buyer to withdraw, curtail or cancel such Customer's business with the Buyer, or otherwise interfere with the business relationship between such Customers and the Buyer, or any of his affiliates or subsidiaries; (iv) Otherwise aid, consult or assist anyone engaged in any business which is competitive with the "Business of the Buyer," which "Business of the Buyer" shall include the manufacture, distribution, and sale of all business forms and computer hardware and software and the furnishing of EDP services which are similar in nature or function to the products and/or services then being furnished by Reynxxxx xxx sale in the same vertical markets activities in which Reynxxxx' xxoducts and/or services are then being marketed the Buyer or any of his affiliates or subsidiaries is engaged at any time after the time date of Holmxx' xxrmination Closing (including, but not limited to, the publication of employment one or upon more eye-related web sites, sales therefore, sales and acquisitions of such types of business) or in which the cessation Buyer or any of his affiliates or subsidiaries plans to engage after the date of Closing; or (v) communicate to any retirementperson or entity any trade secrets, severance customer lists, information (financial or disability benefits under this Agreementotherwise), strategies, systems, methods or any other business data or secrets of the Buyer, any of the Buyer's affiliates or subsidiaries. (cb) From and after Seller's covenants against competition as set forth in subparagraph (a) above shall commence on the execution date of this Agreement and shall continue for a period of two (2) years after termination the date of his employment with Reynxxxx xxx after he shall have ceased receiving retirement, severance or disability benefits under Closing of this Agreement. The restraints against competition imposed on and agreed to by each Seller hereunder shall apply to, whichever shall last occurand be enforceable in, Holmxx xxxll notthe State of Hawaii, directly or indirectly, by direct participation, by purchase and/or an area within fifty (50) miles of stocks or bonds or other evidences of indebtedness, by loaning of money, by guarantee of loans of others, by gift to establish or assist othersany location where the Buyer, or in any other manner or fashion, engage in any such restricted activity in competition with Reynxxxx xx any of its related affiliates or affiliated companies, nor shall he assist any present employees of Reynxxxx xx any other person similarly to engage in such competing business for the full two-year prohibition period set forth in this Agreementsubsidiaries is doing business. (d) The restrictive provisions of this Section 9, however, are in no way intended to prohibit Holmxx xxxm acquiring in open market transactions investments in equity stock or evidences of indebtedness of a corporation if the said stock or if the said evidence of indebtedness is traded on a national or regional securities exchange or in the over-the-counter market and the investment therein represents no more than five percent (5%) of the outstanding securities of the issue being acquired. Moreover, it is not the intention of this Section 9 to limit in any way Holmxx' xxility to invest in businesses not competitive with Reynxxxx. (e) Holmxx xxxll keep secret and inviolate all knowledge or information of a confidential nature (which is not then nor later, through no breach of this Agreement, in the public domain), including all unpublished matters related to, without limitation thereof, the

Non Competition Confidentiality. (a) In order Each Seller agrees that for a period of 24 months from the Closing Date, neither it nor any of its controlled Affiliates (it being agreed that nothing in this Section 6.20 applies to protect Reynxxxx(i) any of The Energy & Minerals Group LP, xx is understood that its affiliated or associated investment funds or other entities or portfolio companies, or any other Person controlling, controlled by or under common control with such Persons or (ii) Laredo or its Affiliates (including Laredo Petroleum, Inc.)) shall carry on, participate in, or be engaged in, either directly or indirectly, as a covenant not to compete is a necessary and appropriate adjunct to principal or for its own account or solely or jointly with others, or as members, partners or stockholders in any Person, in the other Restricted Business within the Restricted Area. Notwithstanding the foregoing provisions of this Agreement. ThereforeSection 6.20, should Holmxx xx any time determine prior to a Seller may own, solely as an investment, securities of a Person that is engaged in the expiration Restricted Business within the Restricted Area if (A) such Seller is not an Affiliate of this Agreement that he the issuer of such securities, (B) such Seller does not desire to remain an employee of Reynxxxx xxx shall terminate his employment for any reason other than the grounds specified in Section 8(e) above, or should he be Discharged For Cause by Reynxxxx, Xxlmxx xxxll remain subject to the restrictive provisions hereinafter set forth. In addition, these restrictive provisions shall remain in full force and effect at any other time during which payments are required to be made by Reynxxxx xxxsuant to the retirement (Section 6), severance (Section 8, except for Section 8(e)(vi)) or disability (Section 7) provisions of this Agreement. These restrictive provisions are as follows: (b) For a period of two (2) years from and after Holmxx' xxployment with Reynxxxx xxxll have terminated and after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, he shall not, directly or indirectly, compete with Reynxxxx xx any beneficially own more than five percent in the aggregate of such class of securities and (C) such Seller has no active participation in such entity. (b) Each Seller acknowledges that it is in possession of Confidential Material concerning the Company and its related or affiliated companiesSubsidiaries and their respective businesses and operations. For purposes of this Agreement, competition with Reynxxxx xx any of its related or affiliated companies shall include the manufacture, distributionEach Seller shall, and sale shall cause its Affiliates and Representatives to, treat confidentially and not disclose all or any portion of business forms such Confidential Material and computer hardware will use such Confidential Material solely for the purpose of consummating the transactions contemplated by this Agreement and software for no other purpose; provided, that the Company and its Subsidiaries may also use the furnishing Confidential Material for the purpose of EDP services which are similar operating their respective businesses in the ordinary course. Each Seller acknowledges and agrees that such Confidential Material is proprietary and confidential in nature or function and may be disclosed to its Representatives only to the products and/or services then extent necessary for such Seller to consummate the transactions contemplated by this Agreement (it being furnished understood that each Seller shall be responsible for any disclosure by Reynxxxx xxx sale in the same vertical markets in which Reynxxxx' xxoducts and/or services are then being marketed at the time of Holmxx' xxrmination of employment or upon the cessation of any retirement, severance or disability benefits under this Agreement.such 52 (c) From and after the execution If any provision contained in this Section 6.20 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and Section 6.20, but this Section 6.20 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a period length of two (2) years after termination of his employment with Reynxxxx xxx after he shall have ceased receiving retirementtime, severance or disability benefits under this Agreement, whichever shall last occur, Holmxx xxxll not, directly or indirectly, which is not permitted by direct participation, by purchase of stocks or bonds or other evidences of indebtedness, by loaning of money, by guarantee of loans of others, by gift to establish or assist othersLaw, or in any other manner way construed to be too broad or fashionto any extent invalid, engage in any such restricted activity in competition with Reynxxxx xx any provision shall not be construed to be null, void and of its related no effect, but to the extent such provision would be valid or affiliated companies, nor shall he assist any present employees of Reynxxxx xx any other person similarly to engage in such competing business for the full two-year prohibition period set forth in this Agreement. (d) The restrictive provisions of this Section 9, however, are in no way intended to prohibit Holmxx xxxm acquiring in open market transactions investments in equity stock or evidences of indebtedness of a corporation if the said stock or if the said evidence of indebtedness is traded on a national or regional securities exchange or in the over-the-counter market and the investment therein represents no more than five percent (5%) of the outstanding securities of the issue being acquired. Moreover, it is not the intention of this Section 9 to limit in any way Holmxx' xxility to invest in businesses not competitive with Reynxxxx. (e) Holmxx xxxll keep secret and inviolate all knowledge or information of a confidential nature (which is not then nor later, through no breach of this Agreement, in the public domain), including all unpublished matters related to, without limitation thereof, theenforceable 53

Non Competition Confidentiality. (a) In order to protect Reynxxxx, xx is understood Seller recognizes and acknowledges that a covenant not to compete is a necessary and appropriate adjunct to it will derive substantial benefit from the other provisions consummation of the transactions contemplated by this Agreement. Therefore, should Holmxx xx any time determine prior Seller further recognizes and acknowledges that Buyer is making a substantial investment pursuant to the expiration of this Agreement in reliance upon the fact that he does the knowledge and expertise developed by Seller and its management of the affairs of Seller and in the Business will be preserved and will not desire to remain an employee be used in competition with the Business purchased by Buyer. Seller hereby agrees that it is reasonable and necessary for the protection of Reynxxxx xxx shall terminate his employment for any reason other than Buyer and the grounds specified in Section 8(e) above, or should he be Discharged For Cause by Reynxxxx, Xxlmxx xxxll remain subject to the restrictive provisions hereinafter set forth. In addition, these restrictive provisions shall remain in full force and effect at any other time during which payments are required Business to be made purchased by Reynxxxx xxxsuant Buyer that Seller agrees to the retirement (Section 6), severance (Section 8, except for Section 8(e)(vi)) or disability (Section 7) provisions of this Agreement. These restrictive provisions are as follows: (b) For a period of two (2) years from and after Holmxx' xxployment with Reynxxxx xxxll have terminated and after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, he shall take all necessary actions to assure that Seller will not, directly or indirectly, except for the benefit of Buyer or with the prior written consent of Buyer, which consent may be granted or withheld at Buyer's sole discretion: (i) Own, manage, engage in, control, be employed by, participate in or be connected with, in any manner whatsoever, the ownership, management, operation or control of any business which sells, promotes or distributes products or services, or which otherwise performs services, which are reasonably like and which may reasonably compete with Reynxxxx xx those products or services previously offered by the Seller, any affiliate or subsidiary of its related Seller or affiliated companies. For the Buyer at any time during the term of this Agreement; (ii) Canvas, solicit or accept business from "Customers of the Buyer" after the Closing (except on behalf of the Buyer) which, for purposes of this Agreement, competition shall mean any person or entity which has been contacted by Seller or its affiliates or subsidiaries, or has engaged in business with Reynxxxx xx Seller or any of its related affiliates or affiliated companies subsidiaries, during the two (2) year period prior to the effective date of this Agreement; (iii) Directly or indirectly request or advise any Customer of the Buyer to withdraw, curtail or cancel such Customer's business with the Buyer, or otherwise interfere with the business relationship between such Customers and the Buyer, or any of its affiliates or subsidiaries; (iv) Otherwise aid, consult or assist anyone engaged in any business which is competitive with the "Business of the Buyer," which "Business of the Buyer" shall include all business activities in which the manufactureBuyer or any of its affiliates or subsidiaries is engaged at any time after the date of Closing (including, distributionbut not limited to, and sale the manufacturing of print band equipment, operation of the business forms and computer hardware and software of print band engineering, sales and the furnishing acquisition of EDP services which are similar in nature such types of business) or function to the products and/or services then being furnished by Reynxxxx xxx sale in the same vertical markets in which Reynxxxx' xxoducts and/or services are then being marketed at the time Buyer or any of Holmxx' xxrmination its affiliates or subsidiaries plans to engage after the date of employment Closing; or (v) communicate to any person or upon entity any trade secrets, customer lists, information (financial or otherwise), strategies, systems, methods or any other business data or secrets of the cessation Buyer, any of any retirement, severance the Buyer's affiliates or disability benefits under this Agreementsubsidiaries. (cb) From and after Seller's covenants against competition as set forth in subparagraph (a) above shall commence on the execution date of this Agreement and shall continue for a period of two (2) years after termination the Effective Date of his employment with Reynxxxx xxx after he shall have ceased receiving retirement, severance or disability benefits under this Agreement. The restraints against competition imposed on and agreed to by each Seller hereunder shall apply to, whichever shall last occurand be enforceable in, Holmxx xxxll notthe State of California, directly or indirectly, by direct participation, by purchase and/or an area within fifty (50) miles of stocks or bonds or other evidences of indebtedness, by loaning of money, by guarantee of loans of others, by gift to establish or assist othersany location where the Buyer, or in any other manner or fashion, engage in any such restricted activity in competition with Reynxxxx xx any of its related affiliates or affiliated companiessubsidiaries, nor shall he assist or any present employees of Reynxxxx xx any other person similarly to engage in such competing business for the full two-year prohibition period Acquisition Candidate, is doing business. (c) The restrictions set forth in this Agreement. (d) The restrictive provisions of this Section 93.10 shall apply only to Seller and shall not apply to either George, howeverindividually, are in no way intended to prohibit Holmxx xxxm acquiring in open market transactions investments in equity stock or evidences of indebtedness of a corporation if the said stock or if the said evidence of indebtedness is traded Xxxx, individually. Any restrxxxxons on a national or regional securities exchange or competition regarding George and John shall be limixxx xo thxxx restrictions as set forth in the over-the-counter market and the investment therein represents no more than five percent (5%) respective Employment Agreements of the outstanding securities of the issue being acquired. Moreover, it is not the intention of this Section 9 to limit in any way Holmxx' xxility to invest in businesses not competitive with Reynxxxxthese individuals. (e) Holmxx xxxll keep secret and inviolate all knowledge or information of a confidential nature (which is not then nor later, through no breach of this Agreement, in the public domain), including all unpublished matters related to, without limitation thereof, the

Non Competition Confidentiality. (a) In order to protect Reynxxxx, xx is understood that a covenant not to compete is a necessary During the period beginning on the Closing Date and appropriate adjunct to ending on the other provisions of this Agreement. Therefore, should Holmxx xx any time determine prior to fifth anniversary thereof (the expiration of this Agreement that he does not desire to remain an employee of Reynxxxx xxx shall terminate his employment for any reason other than the grounds specified in Section 8(e) above, or should he be Discharged For Cause by Reynxxxx, Xxlmxx xxxll remain subject to the restrictive provisions hereinafter set forth. In addition, these restrictive provisions shall remain in full force and effect at any other time during which payments are required to be made by Reynxxxx xxxsuant to the retirement (Section 6“Non-Competition Period”), severance (Section 8, except for Section 8(e)(vi)) or disability (Section 7) provisions of this Agreement. These restrictive provisions are as follows: (b) For a period of two (2) years from and after Holmxx' xxployment with Reynxxxx xxxll have terminated and after he shall have ceased receiving retirement, severance or disability benefits under this Agreement, whichever shall last occur, he the Shareholder shall not, nor shall the Shareholder permit any controlled Affiliate of the Shareholder (each, a “Restricted Party”) to, anywhere in the world, directly or indirectly, compete with Reynxxxx xx in any capacity, render services, engage or have a financial interest in, any business that provides strategic sourcing, spend management and supply management software or services, nor shall any Restricted Party assist any Person that shall be engaged in any such business activities, including making available any information or funding to any such Person. During the Non-Competition Period, no Restricted Party shall solicit any employee of its related or affiliated companies. For any Tigris Group Member for the purposes of this Agreementhaving any such employee terminate his or her employment with such Tigris Group Member. If any Governmental Body determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, competition including with Reynxxxx xx any of its related respect to time or affiliated companies shall space, such Governmental Body is hereby requested and authorized by the Parties to revise the foregoing restriction to include the manufacturemaximum restrictions allowable under applicable Law. Each Restricted Party acknowledges, distributionhowever, that this Section 6.06 has been negotiated by the Parties and sale that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of business forms and computer hardware and software and the furnishing of EDP services which are similar in nature or function circumstances pertaining to the products and/or services then being furnished by Reynxxxx xxx sale Business and each Tigris Group Member. (b) During the Non-Competition Period, no Restricted Party will, at any time, represent that it is continuing to carry on the Business, other than as specifically agreed to herein or in the same vertical markets in which Reynxxxx' xxoducts and/or services are then being marketed at the time of Holmxx' xxrmination of employment or upon the cessation of any retirement, severance or disability benefits under this AgreementEmployment Agreement executed by such Restricted Party. (c) From The Shareholder recognizes and after the execution of this Agreement and for a period of two (2) years after termination acknowledges that by reason of his employment involvement with Reynxxxx xxx after the Business, he shall have ceased receiving retirementhas had access to the Intellectual Property. The Shareholder further acknowledges that any Intellectual Property that is not in the public domain (“Confidential Information”) is a valuable and unique asset of the Tigris Group and hereby covenants that he will not disclose, severance or disability benefits under this Agreementnor will he permit any of his controlled Affiliates to disclose, whichever shall last occur, Holmxx xxxll not, directly or indirectly, by direct participation, by purchase of stocks or bonds or other evidences of indebtedness, by loaning of money, by guarantee of loans of others, by gift to establish or assist others, or in any other manner or fashion, engage in any such restricted activity Confidential Information to any Person for any reason whatsoever, unless such Confidential Information is in competition with Reynxxxx xx the public domain through no violation by the Shareholder of the terms hereof or such disclosure is required by applicable Law (or process of any of its related or affiliated companies, nor shall he assist any present employees of Reynxxxx xx any other person similarly to engage in such competing business for the full two-year prohibition period set forth in this AgreementGovernmental Body). (d) The restrictive provisions Shareholder shall take whatever actions may be necessary to cause any of his controlled Affiliates to adhere to the terms of this Section 9, however, are in no way intended to prohibit Holmxx xxxm acquiring in open market transactions investments in equity stock or evidences of indebtedness of a corporation if the said stock or if the said evidence of indebtedness is traded on a national or regional securities exchange or in the over-the-counter market and the investment therein represents no more than five percent (5%) of the outstanding securities of the issue being acquired. Moreover, it is not the intention of this Section 9 to limit in any way Holmxx' xxility to invest in businesses not competitive with Reynxxxx6.06. (e) Holmxx xxxll keep secret and inviolate all knowledge In the event of any breach or information threatened breach by any Restricted Party of any provision of this Section 6.06, Verticalnet shall be entitled to injunctive or other equitable relief, restraining such party from using or disclosing any Confidential Information in whole or in part, or from engaging in conduct that would constitute a breach of the obligations of a confidential nature (which is Restricted Party under this Section 6.06. Such relief shall be in addition to and not then nor later, through no breach in lieu of this Agreement, in the public domain)any other remedies that may be available, including all unpublished matters related to, without limitation thereof, thean action for the recovery of damages under Article 7.