Common use of Non Competition Non Interference Clause in Contracts

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, from the Closing Date until the third anniversary of the Closing Date, none of the Shareholders nor Seller nor any Person set forth in Section 5.12 of the Seller’s Disclosure Letter shall: (i) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including the U.S. and Canada), directly or indirectly own, manage, operate, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Subject Companies within the two years prior to the Closing Date (any such business, a “Competing Business”). For these purposes, ownership of securities of four percent (4%) or less of any class of securities of a publicly traded company shall not be considered to be competition to the extent such investment is merely of a passive nature and no rights to designate board members or officers in the company are granted to the Seller or such Person pursuant to that investment shall not be considered to be competition; (ii) persuade or attempt to persuade any potential customer or client to which any Shareholder, the Seller or any of the Subject Companies have made a presentation, or with which any Shareholder, the Seller or any of the Subject Companies have had discussions, not to purchase products sold or otherwise commercialized by any of the Subject Companies; or (iii) solicit for Shareholders, Seller or any Person other than the Purchaser or any of the Subject Companies the business of any Person which is a customer or client of the Seller or any of the Subject Companies, or was their customer or client within one (1) year prior to the date of this Agreement or in any way interfere with the relationship between the Purchaser or any of the Subject Companies and any such Person or business relationship (including making any negative or disparaging statements or communications about the Purchaser or any of the Subject Companies).

Non Competition Non Interference. In consideration of the purchase of the Shares Stock by the Purchaser, each Stockholder agrees that from the Closing Date date of this Agreement until the third anniversary of the Closing DateMarch 31, none of the Shareholders nor Seller nor any Person set forth in Section 5.12 of the Seller’s Disclosure Letter shall2010, such Stockholder will not: (ia) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including the U.S. and Canada), directly or indirectly own, manage, operate, control, be employed by, by or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Subject Companies within the two years prior to the Closing Date (any such business, a “Competing Business”)Company. For these purposes, ownership of securities of four percent (4%) 1% or less of any class of securities of a publicly traded public company shall not be considered to be competition to with the extent such investment is merely Company or the Purchaser or any of a passive nature and no rights to designate board members its subsidiaries or officers in the company are granted to the Seller or such Person pursuant to that investment shall not be considered to be competition;affiliates; or (iib) persuade or attempt to persuade any potential customer or client to which any Shareholder, the Seller Company or the Purchaser or any of the Subject Companies have its subsidiaries has made a presentation, or with which any Shareholder, the Seller Company or the Purchaser or any of the Subject Companies have had its subsidiaries has been having discussions, not to purchase products sold hire the Company or otherwise commercialized by any of the Subject CompaniesPurchaser or such subsidiary, or to hire another company; or (iiic) solicit for Shareholders, Seller himself or herself or any Person other than the Company or the Purchaser or any of the Subject Companies its subsidiaries the business of any Person which is a customer or client of the Seller Company or the Purchaser or any of the Subject Companiesits subsidiaries, or was their its customer or client within one (1) year two years prior to the date of this Agreement Agreement; or (d) persuade or in attempt to persuade any way interfere with employee of the relationship between Company or the Purchaser or any of its subsidiaries, or any individual who was its employee during the Subject Companies and two years prior to the date of this Agreement, to leave the Company's or the Purchaser’s or such subsidiary's employ, or to become employed by any such Person other than the Company or business relationship (including making any negative or disparaging statements or communications about the Purchaser or such subsidiary; or (e) disclose or use any confidential or secret information relating to the Company the Purchaser, any of its subsidiaries or any of their clients and customers. It is the Subject Companies)desire and intent of the parties to this Agreement that the provisions of this Section 7.1 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 7.1 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. The parties recognize that the performance of the obligations under this Section 7.1 by each of the Stockholders is special, unique and extraordinary in character, and that in the event of the breach by any Stockholder of the terms and conditions of this Section 7.1 to be performed by such Stockholder, the Company shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this Section 7.1, or to enforce the specific performance thereof by such Stockholder or to enjoin such Stockholder from performing services for any Person.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, Ascot agrees that from the Closing Date date of this Agreement until September 30, 2002, Ascot and the third anniversary officers and directors of Caribsun and Ascot (the Closing Date"Ascot Parties") will not, none of whether for their own account or for the Shareholders nor Seller nor account or any Person set forth in Section 5.12 of the Seller’s Disclosure Letter shallother person, directly or indirectly: (ia) within any jurisdiction engage or marketing area in which the Subject Companies are doing business as of the Closing Date (including the U.S. and Canada)invest in, directly or indirectly own, manage, operate, control, be employed by, control or participate in the ownership, management, operation or control of, be employed by, associated or be connected in any manner withconnected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business. (b) solicit any potential customer or client to which Caribsun has made a presentation, or with which Caribsun has been in contact, not to hire Caribsun, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (c) solicit the business of the type and character engaged in and competitive with that conducted by the Subject Companies any company which is a customer or client of Caribsun, or was its customer or client within the two years prior to the Closing Date (any such business, a “Competing Business”). For these purposes, ownership date of securities of four percent (4%) or less of any class of securities of a publicly traded company shall not be considered to be competition to the extent such investment is merely of a passive nature and no rights to designate board members or officers in the company are granted to the Seller or such Person pursuant to that investment shall not be considered to be competitionthis Agreement; (iid) persuade or attempt to persuade any potential customer or client to which any Shareholderemployee of Caribsun, the Seller or any of individual who was its employee during the Subject Companies have made a presentation, or with which any Shareholder, the Seller or any of the Subject Companies have had discussions, not to purchase products sold or otherwise commercialized by any of the Subject Companies; or (iii) solicit for Shareholders, Seller or any Person other than the Purchaser or any of the Subject Companies the business of any Person which is a customer or client of the Seller or any of the Subject Companies, or was their customer or client within one (1) year two years prior to the date of this Agreement Agreement, to leave Caribsun's employ, or in to become employed by or otherwise be engaged as an independent consultant or otherwise for, any way interfere with the relationship between the Purchaser person other than Caribsun; or (e) disclose or use any confidential information of Caribsun or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the Subject Companies and any products or services, whether patentable or not, concerning the business of such Person or business relationship (including making any negative or disparaging statements or communications about entity as conducted prior to the Purchaser or any of the Subject Companies)Closing Date.

Non Competition Non Interference. In consideration Each of the purchase Identified Shareholders acknowledges that in order to assure CIGI that it will retain the value of CDS and its Subsidiaries as “going concerns,” the Identified Shareholders agree not to utilize their special knowledge of the Shares by Purchaserbusiness of CDS and its Subsidiaries and their relationships with customers, suppliers and others to compete with CDS or any of its Subsidiaries after the Closing as set forth herein. Accordingly, each Identified Shareholder agrees that, from the Closing Date until the third anniversary of three (3) years from the Closing Date, none of the Shareholders nor Seller nor any Person set forth in Section 5.12 of the Seller’s Disclosure Letter shallsuch Identified Shareholder will not: (ia) within any jurisdiction or marketing area in which the Subject Companies are CDS or any of its Subsidiaries is doing business or is qualified to do business as of the Closing Date (including the U.S. and Canada)Closing, directly or indirectly own, manage, operate, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected in any manner withwith (collectively “involved”), any business of the type and character engaged in and competitive with the business of CDS and its Subsidiaries on the Closing Date, provided that conducted the Identified Shareholders shall not be prohibited from being involved (i) with those entities identified on Schedule 7.9(a) of the Disclosure Schedule (each a “Listed Entity”) in the conduct of the business and types of businesses engaged in by the Subject Companies within the two years prior to any Listed Entity on the Closing Date or twelve months prior thereto and set forth on Schedule 7.9(a) of the Disclosure Schedule or (ii) in any such businessbusiness or type of business not identified on Schedule 7.9(b) of the Disclosure Schedule, whether engaged in by a “Competing Business”)Listed Entity or another entity. For these purposes, ownership of securities of four percent (4%) 5% or less of any class of securities of a publicly traded public company shall will not be considered to be competition to the extent such investment is merely of a passive nature with CDS and no rights to designate board members or officers in the company are granted to the Seller or such Person pursuant to that investment shall not be considered to be competitionits Subsidiaries; (iib) persuade or attempt to persuade any existing customer or client, any person or entity that has been a customer or client within six months prior to the Closing or any potential customer or client to which any Shareholder, the Seller CDS or any of the Subject Companies have its Subsidiaries has made a presentation, presentation or with which any Shareholder, the Seller CDS or any of its Subsidiaries has been having discussions (collectively, “Customers”) to cease doing business with or decrease the Subject Companies have had discussions, amount of business done with or not to purchase products sold or otherwise commercialized by any of the Subject Companies; or (iii) solicit for Shareholders, Seller or any Person other than the Purchaser hire CDS or any of its Subsidiaries or to commence doing business with or increase the Subject Companies amount of business done with or hire another company engaged in the same business or type of business engaged in by CDS and its Subsidiaries on or within twelve months prior to the Closing Date and which is set forth on Schedule 7.9(b) of the Disclosure Schedule; (c) accept or solicit the business of any Person Customer if such business is the same as or similar to the character or type of business engaged in by CDS and its Subsidiaries on or within twelve months prior to the Closing Date and which is a customer or client set forth on Schedule 7.9(b) of the Seller Disclosure Schedule; (d) persuade or attempt to persuade any individual who is an employee of, or otherwise engaged by, CDS or any of its Subsidiaries as of the Subject CompaniesClosing to terminate his, her or was their customer its employment or client within one (1) year prior to other relationship with CDS or its Subsidiaries or hire any person who has left the date employ of this Agreement or in any way interfere with the relationship between the Purchaser CDS or any of its Subsidiaries during the Subject Companies preceding six months; and The restrictions set forth in this Section 7.9 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of CDS and its Subsidiaries. The Identified Shareholders acknowledge that CIGI would be irreparably harmed and that monetary damages would not provide an adequate remedy to CIGI in the event the covenants contained in this Section 7.9 were not complied with in accordance with their terms. Accordingly, the Identified Shareholders agree that any such Person breach or business relationship (including making threatened breach by any negative of them of any of their obligations shall entitle CIGI, without posting any bond or disparaging statements or communications about other security, to injunctive and other equitable relief to secure the Purchaser or enforcement of these provisions, in addition to any other remedies which may be available to CIGI. In addition to its other rights and remedies, CIGI shall have the right to require any Identified Shareholder who breaches any of the Subject Companies)covenants contained in this Section 7.9 to account for and pay over to CIGI all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such Identified Shareholder from the action constituting such breach. It is the desire and intent of the parties to this Agreement that the provisions of this Section 7.9 will be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 7.9 is adjudicated to be invalid or unenforceable, this section will be deemed amended to delete any provision or portion adjudicated to be invalid or unenforceable, the amendment to apply only with respect to the operation of that section in the particular jurisdiction in which the adjudication is made.

Non Competition Non Interference. In consideration (a) For a period of 36 months after the purchase Closing, the Seller Parent shall not, and shall cause each of the Shares by Purchaser, from the Closing Date until the third anniversary of the Closing Date, none of the Shareholders nor Seller nor any Person set forth in Section 5.12 of the Seller’s Disclosure Letter shall: its Affiliates not to (i) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including the U.S. and Canada), directly or indirectly indirectly, own, manage, operate, control, be employed by, by or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive character, or otherwise compete, with that the Business, as conducted by the Subject Companies within Company and the two years prior to Subsidiaries as of the Closing Date (any such business, a “Competing BusinessCompetitive Activities”). For these purposes, ownership of securities of four percent (4%) or less of any class of securities of a publicly traded company shall not be considered to be competition to the extent such investment is merely of a passive nature and no rights to designate board members or officers in the company are granted to the Seller or such Person pursuant to that investment shall not be considered to be competition; ; (ii) persuade or attempt to persuade any potential customer or client to which any Shareholder, the Seller Company or any of the Subject Companies have Subsidiaries has made a presentation, or with which any Shareholder, the Seller Company or any of the Subject Companies have Subsidiaries has had discussions, not to purchase products sold hire the Company or otherwise commercialized by any of the Subject Companiessuch Subsidiary, or to hire another company; or or (iii) solicit for Shareholders, the Seller Parent or any Person other than the Purchaser Company or any of the Subject Companies Subsidiaries the business of any Person with respect to the Competitive Activities which is a customer or client of the Seller Company or any of the Subject CompaniesSubsidiaries, or was their its customer or client within one two (12) year years prior to the date of this Agreement or in take any way interfere with action to disparage the relationship between the Purchaser Company or any of the Subject Companies Subsidiaries or otherwise seek to interfere with the contractual arrangements and any relationships of the Company and the Subsidiaries with such Person with respect to the Competitive Activities. Competitive Activities shall not, and shall not be deemed to, include any activities currently engaged in by the Seller Parent or business relationship any Affiliates of the Seller Parent (including making other than the Seller, the Company and the Subsidiaries) in the ordinary course of their respective businesses (collectively, “Permitted Goods and Services”), and the Seller or any negative or disparaging statements or communications about Affiliate of the Purchaser Seller may sell any Permitted Goods and Services to any Person notwithstanding anything contained in this Agreement. (b) Notwithstanding anything to the contrary in Section 5.15(a), Section 5.15(a) shall not be, and shall not be deemed to have been, breached as a result of: (i) the acquisition of the Seller or any of its Affiliates by a Person that engages in Competitive Activities, so long as the Subject Companies)Competitive Activities do not represent more than 10% of the revenues of such Person and its Affiliates; (ii) the acquisition by the Seller or any of its Affiliates of any Person whose business includes Competitive Activities, so long as the Competitive Activities do not represent a material part of the business of such Person; (iii) the ownership by Seller or any of its Affiliates of an aggregate of not more than 5% of any class of stock of a Person engaged, directly or indirectly, in Competitive Activities; provided, that such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ or (iv) the ownership by Seller or any of its Affiliates of less than 10% in value of any instrument of Indebtedness of a Person engaged, directly or indirectly, in Competitive Activities. (c) For purposes of this Section 5.15, the term “Affiliates” shall be deemed to not include any director of the Seller (including a non-executive Chairman of the Board) who is not an employee of the Seller or not under the control of the Seller.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, from Seller agrees that beginning on the Closing Date until date of this Agreement and ending three (3) years after the third anniversary of the Closing Date, none of the Shareholders nor date hereof Seller nor any Person set forth in Section 5.12 of the Seller’s Disclosure Letter shallwill not: (ia) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including the U.S. and Canada), directly or indirectly own, manage, operate, control, be employed by, control or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Subject Companies within the two years prior to the Closing Date (any such business, a “Competing Training Business”). For these purposes, ownership of securities of four percent (4%) or less not in excess of 1% of any class of securities of a publicly traded public company shall not be considered to be competition to with the extent such investment is merely Company or any of a passive nature and no rights to designate board members its subsidiaries or officers in the company are granted to the Seller or such Person pursuant to that investment shall not be considered to be competition;affiliates; or (iib) persuade or attempt to persuade any potential customer or client to which any Shareholder, the Seller Company or any of the Subject Companies have its subsidiaries has made a presentation, or with which any Shareholder, the Seller Company or any of the Subject Companies have had its subsidiaries has been having discussions, not to purchase products sold hire the Company or otherwise commercialized by any of the Subject Companiessuch subsidiary, or to hire another company; or (iiic) solicit for Shareholders, Seller or any Person other than the Purchaser itself or any of the Subject Companies its subsidiaries the business in Canada of any Person company which is a customer or client of the Seller Company or any of the Subject Companiesits subsidiaries, or was their its customer or client within one (1) year two years prior to the date of this Agreement Agreement; (d) persuade or in attempt to persuade any way interfere with employee of the relationship between the Purchaser Company or any of its subsidiaries, or any individual who was its employee during the Subject Companies and two years prior to the date of this Agreement, to leave the Company's or such subsidiary's employ, or to become employed by any person other than the Company or such Person subsidiary; or (e) disclose or business relationship (including making use any negative confidential or disparaging statements or communications about secret information relating to the Purchaser Company, any of its subsidiaries or any of their clients and customers. Notwithstanding anything hereinabove to the Subject Companies)contrary, Purchaser acknowledges and agrees that Seller is currently engaged, and intends to continue to be engaged, in the business of developing and marketing CBT programs and nothing herein shall be construed to restrict Seller or any of its subsidiaries or affiliates in any manner from continuing to engage in such business within or outside of Canada or from soliciting the CBT business of any company which is a customer or client of the Company or any of its subsidiaries, or was its customer or client within two years prior to the date of this Agreement. It is the desire and intent of the parties to this Agreement that the provisions of this Section 4.01 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 4.01 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. The parties recognize that the performance of the obligations under this Section 4.01 by Seller is special, unique and extraordinary in character, and that in the event of the breach by Seller of the terms and conditions of this Section 4.01 to be performed, Purchaser and the Company shall be entitled, if they so elect, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this Section 4.01, or to enforce the specific performance thereof by Seller or to enjoin Seller from performing services for any such other person, firm or corporation.