Common use of Non-Competition, Non-Solicitation and Non-Disparagement Clause in Contracts

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the salary paid to the Executive by the Company, the Executive agrees that during the term of the Employment and for a period of twelve (12) months following the termination of the Employment for whatever reason: (a) The Executive will not approach clients, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; (c) the Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, or employee of or consultant to the Company or any member of the Group employed or engaged as at or after the date of such termination, or in the twelve (12) months preceding such termination; and (d) the Executive will not make public statements or communications that disparage the Company, any Group member, or any of their respective business, officers, directors or employees. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or any applicable member of the Group shall have right to seek all remedies permissible under applicable law.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the salary paid to Company entering into this Agreement with the Executive by the CompanyGrantee, the Executive Grantee agrees that during the throughout his or her term of employment with the Employment Company and for a period of twelve (12) months following the Grantee’s date of termination of the Employment for whatever reason: (a) The Executive will not approach clients, customers or contacts of the Company or the Group, users of with the Company’s or , the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; (c) the Executive will not seekGrantee shall not, directly or indirectly, by the offer divert or attempt to divert or assist others in diverting any business of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, or employee of or consultant to the Company by soliciting, contacting or communicating with any member customer or supplier of the Group employed Company with whom the Grantee has direct or engaged as at indirect contact or after the date upon termination of such termination, employment has had direct or in indirect contact during the twelve (12) month period immediately preceding the Grantee’s date of termination with the Company. The Grantee further agrees that for a period of twelve (12) months following his or her date of termination with the Company the Grantee shall not, directly or indirectly, solicit, induce, attempt to induce or assist others in attempting to induce any employee of the Company with whom the Grantee has worked or had material contact with, during the twelve (12) month period immediately preceding such termination; and the termination of the Grantee’s employment, to leave the employment of the Company or a subsidiary of the Company or to accept employment or affiliation with any other company or firm of which the Grantee becomes an employee, owner, partner or consultant. The Grantee agrees that throughout his or her term of employment with the Company and for a period of twelve (d12) months following the Executive Grantee’s date of termination that the Grantee will not make public statements any statements, orally or communications that disparage the Companyin writing, any Group member, or any of their respective business, officers, directors or employees. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that any such provisions should be found cause to be void under applicable laws but would be valid if some part thereof was deleted published or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for in any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In way disseminate any event, information concerning the Company or any applicable member subsidiaries of the Group shall have right to seek all remedies permissible under applicable lawCompany concerning the Company’s business, business operations or business practices that in any way, in form or substance, xxxxx, disparages or otherwise casts an unfavorable light upon the Company or any subsidiaries of the Company or upon any of their reputations or standing in the business community or the community as a whole.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the salary paid (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive by the Companywill have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6). As a result of such access, the Executive agrees that during the term of the Employment Term and for a period of twelve 6 months thereafter (12) months following the termination of the Employment for whatever reason: (a) The Executive will “Restricted Period”), he shall not approach clients, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; (c) the Executive will not seekmanner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business that is directly competitive with the Business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s Business (each, a “Restricted Activity”), which is deemed by the offer parties hereto to be in the United States and European Union; provided however that if the Executive’s employment hereunder is terminated by the Executive without Good Reason (defined below), the Restricted Period shall be extended by an additional 6 months. The Executive acknowledges that, due to the unique nature of alternative the Company’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the “Business” of the Company and its affiliates shall mean the following: the development of novel prescription drugs for the specific disease treatment of hemorrhoids, anal fissures, and fecal incontinence. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than five percent (5%) of any class or series of outstanding securities of such corporation, or (ii) engaging in a Restricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Person if that Unit is not engaged in business which is directly competitive with the Business of the Company, irrespective of whether some other Unit of such Person engages in such competition (as long as the Executive does not engage in a Restricted Activity for such other Unit). (b) During the Restricted Period, the Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate, or any employee who has left the employment of the Company or any affiliate, within one year of the termination of such employee’s employment with the Company or any such affiliate or at any time if to hire such person would be in violation of such employee’s non-competition agreement with the Company or any such affiliate; or (ii) solicit or accept employment or be retained by any Person who, at any time during the term of this Agreement, was an agent, client or customer of the Company or any of its affiliates where Executive’s position will be competitive with or adverse to the business of the Company or any such affiliate or solicit or accept the business of any client or customer of the Company with respect to products, services or investments competitive with those provided by the Company. (c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other inducement whatsoeverparty, to solicit the services of including but not limited to, any officer, director, employee or employee of or consultant to the Company or any member shareholder of the Group employed or engaged as at or after the date of such termination, or in the twelve (12) months preceding such termination; andCompany. (d) the Executive will not make public statements or communications that disparage the Company, any Group member, or any of their respective business, officers, directors or employees. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that the Executive breaches any provisions of Section 6 or this Section 7 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions should of Sections 6 or 7. (e) Each of the rights and remedies enumerated in Section 7(d) shall be found independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. The Employee hereby acknowledges and agrees that the covenant against competition provided for pursuant to Section 7(a) is reasonable with respect to it duration, geographic area and scope. If, at the time of enforcement of this Section 7, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties hereto agree that the maximum duration, scope or geographic area legally permissible under such circumstances will be substituted for the duration, scope or area state herein. If any of the covenants contained in this Section 7, or any part of any of them, is hereafter construed or adjudicated to be void under applicable laws but would invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be valid if some part thereof was deleted given full effect without regard to the invalid portions. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the period Company’s right to the relief provided in this Section 7 or area otherwise in the courts of application reducedany other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (f) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 6 or this Section 7, the Executive shall apply with such modification not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be necessary available. The Executive agrees that he shall not raise in any proceeding brought to make them valid and effective. This enforce the provisions of Section 10 6 or this Section 7 that the covenants contained in such Sections limit his ability to earn a living. (g) The provisions of this Section 7 shall survive the any termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or any applicable member of the Group shall have right to seek all remedies permissible under applicable lawAgreement.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the salary paid (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive by will have access to and knowledge of Confidential Information. The Executive agrees that, during the Term and during such period of time after the Term that the Executive continues to receive his salary and benefits without interruption from the Company during the Termination Benefits Period (as defined hereinafter), other than in the event that the Executive is terminated for Cause, in which case he will remain subject to this provision even in the absence of receiving any further salary or benefits, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of in which the Company does business. The Executive acknowledges that, due to the nature of the Company’s business, the loss of any of its clients or the improper use of its Confidential Information could create significant instability and cause substantial damage to the Company and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development, marketing and sale of “over-the-counter”, homeopathic and dietary supplement products. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation. (b) The Executive hereby acknowledges and agrees that the covenant against competition provided for pursuant to Section 7(a) is reasonable with respect to duration, geographic area and scope. If, at the time of enforcement of this Section 7, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum duration, scope or geographic area legally permissible under such circumstances will be substituted for the duration, scope or area state herein. (c) During the Term and the Termination Benefits Period (as defined hereinafter), the Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate (as the term “affiliate” is defined in Paragraph 12(o)); or hire for any purpose any employee of the Company or any affiliate; or hire any former employee who has left the employment of the Company or any affiliate of the Company within twelve (12) months of the termination of such employee’s employment with the Company or any such affiliate; or hire any former employee of the Company in violation of such employee’s non-competition agreement with the Company or any such affiliate; or (ii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products, services or investments similar to those provided or supplied by the Company or any of its affiliates; or (iii) solicit or accept employment or be retained by any Person who, at any time during the term Term, was an agent, client or customer of the Employment Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate. (d) The Company and the Executive each agree that both during the Term and for a period of twelve five (125) months following years thereafter, neither party shall directly or indirectly make any disparaging statement, whether or not true, with respect to the termination name or reputation of the Employment for whatever reason: (a) The Executive will other party or any of its affiliates, including but not approach clientslimited to, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; (c) the Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, employee or employee shareholder of or consultant to the Company or any member of its affiliates (as defined above). Notwithstanding this Section, nothing contained herein shall limit or impair the ability of the Group employed or engaged as at or after the date of such termination, or Executive to provide truthful testimony in the twelve (12) months preceding such termination; andresponse to any validly issued subpoena. (de) the Executive will not make public statements or communications that disparage the Company, any Group member, or any of their respective business, officers, directors or employees. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that the Executive breaches any provisions of Section 6 or this Section 7 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections and (ii) to the extent permitted by law, have the right to require the Executive to account to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 6 or 7 and the Executive hereby agrees to account for and pay over such Benefits to the Company. The Company and the Executive agree that any such provisions should action for injunctive relief shall be found heard in any of the courts set forth in Section 12(c) below, and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts. (f) Each of the rights and remedies enumerated in Section 7(e) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 7, or any part of any of them, is hereafter construed or adjudicated to be void under applicable laws but would invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be valid if some part thereof was deleted given full effect without regard to the invalid portions. If any of the covenants contained in this Section 7 is held to be invalid or unenforceable because of the duration of such provision or the period area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the duration and/or area of application reducedsuch provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 7 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (g) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 6 or this Section 7, the Executive shall apply with such modification not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be necessary available. The Executive agrees that he shall not raise in any proceeding brought to make them valid and effective. This enforce the provisions of Section 10 6 or this Section 7 that the covenants contained in such Sections limit his ability to earn a living during the Termination Benefit Period (as defined hereinafter). (h) The provisions of this Section 7 shall survive the any termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or any applicable member of the Group shall have right to seek all remedies permissible under applicable lawAgreement.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the salary paid (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive by will have access to and knowledge of Confidential and Proprietary Information. The Executive agrees that, during the Term and during such period of time after the Term that the Executive continues to receive his salary and benefits without interruption from the Company during the Termination Benefits Period (as defined hereinafter), other than in the event that the Executive is terminated for Cause, in which case he will remain subject to this provision even in the absence of receiving any further salary or benefits, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of in which the Company does business, which is deemed by the parties hereto to be worldwide. The Executive acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of therapeutics for the treatment of infectious diseases in humans. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation. (b) The Executive hereby acknowledges and agrees that the covenant against competition provided for pursuant to Section 7(a) is reasonable with respect to duration, geographic area and scope. If, at the time of enforcement of this Section 7, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum duration, scope or geographic area legally permissible under such circumstances will be substituted for the duration, scope or area state herein. (c) During the Term and the Termination Benefits Period (as defined hereinafter), the Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate (as the term “affiliate” is defined in Paragraph 12(o)); or hire for any purpose any employee of the Company or any affiliate; or hire any former employee who has left the employment of the Company or any affiliate of the Company within twelve (12) months of the termination of such employee’s employment with the Company or any such affiliate; or hire any former employee of the Company in violation of such employee’s non-competition agreement with the Company or any such affiliate; or (ii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products, services or investments similar to those provided or supplied by the Company or any of its affiliates; or (iii) solicit or accept employment or be retained by any Person who, at any time during the term Term, was an agent, client or customer of the Employment Company or any of its affiliates where his position will be related to the business of the Company or any such affiliate. (d) The Company and the Executive each agree that both during the Term and for a period of twelve five (125) months following years thereafter, neither party shall directly or indirectly make any disparaging statement, whether or not true, with respect to the termination name or reputation of the Employment for whatever reason: (a) The Executive will other party or any of its affiliates, including but not approach clientslimited to, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; (c) the Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, employee or employee shareholder of or consultant to the Company or any member of its affiliates (as defined above). Notwithstanding this Section, nothing contained herein shall limit or impair the ability of the Group employed or engaged as at or after the date of such termination, or Executive to provide truthful testimony in the twelve (12) months preceding such termination; andresponse to any validly issued subpoena. (de) the Executive will not make public statements or communications that disparage the Company, any Group member, or any of their respective business, officers, directors or employees. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that the Executive breaches any provisions of Section 6 or this Section 7 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections and (ii) to the extent permitted by law, have the right to require the Executive to account to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 6 or 7 and the Executive hereby agrees to account for and pay over such Benefits to the Company. The Company and the Executive agree that any such provisions should action for injunctive relief shall be found heard in any of the courts set forth in Section 12(c) below, and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts. (f) Each of the rights and remedies enumerated in Section 7(e) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 7, or any part of any of them, is hereafter construed or adjudicated to be void under applicable laws but would invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be valid if some part thereof was deleted given full effect without regard to the invalid portions. If any of the covenants contained in this Section 7 is held to be invalid or unenforceable because of the duration of such provision or the period area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the duration and/or area of application reducedsuch provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 7 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (g) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 6 or this Section 7, the Executive shall apply with such modification not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be necessary available. The Executive agrees that he shall not raise in any proceeding brought to make them valid and effective. This enforce the provisions of Section 10 6 or this Section 7 that the covenants contained in such Sections limit his ability to earn a living during the Termination Benefit Period (as defined hereinafter). (h) The provisions of this Section 7 shall survive the any termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or any applicable member of the Group shall have right to seek all remedies permissible under applicable lawAgreement.

Non-Competition, Non-Solicitation and Non-Disparagement. In consideration of the salary paid to the Executive by the Company, the Executive agrees that during the term of the Employment and for a period of twelve (12) months following the termination of the Employment for whatever reason: (a) The Executive will not approach clients, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; (c) the Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, or employee of or consultant to the Company or any member of the Group employed or engaged as at or after the date of such termination, or in the twelve (12) months preceding such termination; and (d) the Executive will not make public statements or communications that disparage the Company, any Group member, or any of their respective business, officers, directors or employees. The provisions contained in Section 10 9 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 109, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or any applicable member of the Group shall have right to seek all remedies permissible under applicable law.