Common use of Non-Competition; Non-Solicitation; Non-Disparagement Clause in Contracts

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for herein, during the Employment Term, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engage in any activity described in Section 9(b) or 9(c) above. b. During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. c. During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on the Company or any of its directors, officers, agents or employees. Similarly, the Company agrees that it shall instruct its directors, senior executive officers and other individuals authorized to make official communications on the Company’s behalf not to make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on Executive. Nothing in this paragraph shall prevent either party from testifying truthfully in any judicial process. e. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for herein, during the Employment Term, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engage in any activity described in Section 9(b) or 9(c) above. b. During the Employment Term and, for a period of twelve eighteen months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. c. During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on the Company or any of its directors, officers, agents or employees. Similarly, the Company agrees that it shall instruct its directors, senior executive officers and other individuals authorized to make official communications on the Company’s behalf not to make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on Executive. Nothing in this paragraph shall prevent either party from testifying truthfully in any judicial process. e. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for hereinA. Executive acknowledges that the nature of the Company’s business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor the Company during the Employment Term, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engage in any activity described in Section 9(btwelve (12) or 9(c) above. b. During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with employment, would cause substantial and irreparable harm to the Company. Thus, to protect the Company’s goodwill, trade secrets and confidential information, Executive agrees and acknowledges that Executive will not directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participation in the financing, operation, management or control of, any person, firm corporation or business that competes with Company or is a customer of the Company. For this purpose, ownership of no more than one-half of one percent (.5%) of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. c. During B. For a period of twelve (12) months following Executive’s separation from the Restricted PeriodCompany, Executive will notshall not solicit any employee, directly customer, supplier or indirectly, solicit or encourage to cease to work with consultant of the Company to engage in any business activity with or its affiliates any consultant then under contract with at the Company or its affiliatesbehest of Executive. d. C. The Company and Executive agrees that he shall agree not maketo make any statements, written or verbal, or cause or encourage others to be mademake any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the other party (including, its employees, directors and officers). Both the Company and the Executive acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on the Company or any board of its directors, officersor industry analysts, agents or employeescompetitors, strategic partners, vendors, employees (past and present), and clients. Similarly, The Company and the Company agrees Executive each understand and agree that it shall instruct its directors, senior executive officers this paragraph is a material provision of this Agreement and other individuals authorized to make official communications on the Company’s behalf not to make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on Executive. Nothing in each breach of this paragraph shall prevent either party from testifying truthfully in any judicial process. e. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions material breach of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceableAgreement, and such restriction cannot that each party would be amended so as to make it enforceable, such finding shall not affect the enforceability irreparably harmed by violation of any of the other restrictions contained hereinthis provision.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided You acknowledge and recognize the highly competitive nature of the businesses of the Company and its affiliates and accordingly agree that, while employed by the Company and for hereina period of one year following any termination of your employment with the Company (the “Restricted Period”), during the Employment Term, Executive you will not, whether on Executive’s your own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly  · Directly or indirectly, indirectly engage in any activity described in Section 9(b) or 9(c) above. b. During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, business that directly or indirectly: (i) solicit indirectly competes in any material way with the primary business of the Company;  · Solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire or  · Hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s your termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s your employment with the Company. c. During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he . You shall not make, at any time issue any press release or cause to be made, make any public statement or communicate any information (whether oral or written) that disparages or reflects negatively on about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (any of its the foregoing, a “Company Affiliate”) regarding (i) any of the foregoing’s financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, agents employees, attorneys, agents, that, in either case, is intended or employees. Similarly, reasonably likely to disparage the Company agrees or any Company Affiliate, or otherwise degrade any Company Affiliate’s reputation in the business, industry or legal community in which any such Company Affiliate operates, and the Company shall not at any time (either by official Company action or through a director of the Company or an executive who is a senior vice president or above) issue any press release or make any public statement about you or your spouse that it is intended or reasonably likely to disparage your reputation in the business, industry or legal community or otherwise degrade you or your spouse’s reputation or standing in their community; provided, that, you and the Company shall instruct its directorsbe permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, senior executive officers subject to prior notice to the other thereof, and (b) defend your or itself against any statement made by the other individuals authorized party (including those made by any Company Affiliate or by any person affiliated with you or your spouse) that is intended or reasonably likely to make official communications on disparage or otherwise degrade that party’s reputation, but only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company’s behalf not to make, or cause to be made, make any statement that you determine in good faith is necessary or communicate any information appropriate to the discharge of your duties as an officer of the Company, and (whether oral or writtend) that disparages or reflects negatively on Executive. Nothing in this paragraph shall prevent either party from testifying truthfully provide truthful testimony in any judicial process. e. legal proceeding. It is expressly understood and agreed that although Executive you and the Company consider the restrictions contained in this Section 10 Agreement to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executiveyou, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. You acknowledge and agree that the remedies at law for a breach or threatened breach of any of the provisions of this Agreement that appear under the “Non-Competition/Non-Solicitation/Non-Disparagement” heading above would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, you agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, in the event of an alleged breach of this section by the Company, you shall not be required to post a bond in order to seek equitable relief or any other equitable remedy. The foregoing provisions of this Agreement under the “Non-Competition/Non-Solicitation/Non-Disparagement” heading above will survive the termination of your employment with the Company for any reason.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for herein(a) Executive shall not, at any time during the Employment TermRestriction Period (as defined below), directly or indirectly engage in the business of, have any equity interest in or manage or operate any person, firm, corporation, partnership or other entity or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant, proprietor, joint venturer or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company anywhere in the Restricted Area (as defined below). Nothing herein shall prohibit Executive will from being a passive owner of not more than 1% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive shall not, whether on Executive’s own behalf or on behalf of or in conjunction with at any Persontime during the Restriction Period, directly or indirectly, engage in recruit or otherwise solicit or induce any activity described in Section 9(bemployee, customer, subscriber or supplier of the Company or any prospective employee, customer, subscriber or supplier of the Company (i) to terminate its employment or 9(carrangement with the Company, or (ii) above. b. During to otherwise change its relationship with the Employment Term andCompany. In addition, Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity employ such individual during his or her employment with the Company and for a period of twelve six months following after such individual terminates his or her employment with the date Company. (c) Executive ceases agrees to be employed by refrain from disparaging the Company (the “Restricted Period”)and its affiliates, Executive will notincluding, whether on Executive’s own behalf without limitation, any of their respective products, services, technologies or on behalf practices, or any of their respective directors, officers, employees, agents, representatives or stockholders, either orally or in conjunction writing. The Company agrees to refrain, and use commercially reasonable efforts to cause its directors and officers to refrain, from disparaging Executive, either orally or in writing. Nothing in this Section 8(c) shall preclude either party from making truthful statements that are reasonably necessary to comply with any Personapplicable law, directly regulation or indirectly:legal process. (d) Executive acknowledges that the restrictions contained in this Section 8 (i) solicit are in consideration for the rights provided to Executive as set forth in this Agreement and the Company’s past and future provision of confidential information to Executive, and (ii) represent a fair balance of the Company’s rights to protect its Business and Executive’s right to pursue employment. In the event the terms of this Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or encourage over too great a geographical area or by reason of its being too extensive in any employee other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (e) As used in this Section 8, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the Business of the Company or its subsidiaries or affiliates to leave and any business that is competitive with the employment business, work or projects of the Company or its subsidiaries or affiliates; or , as such business, work or projects may have been conducted or contemplated during (iiA) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination term of Executive’s employment with the Company. c. During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with (B) the Company or its affiliates. d. Executive agrees that he Service Continuation Period; (iii) the term “Restricted Area” shall not make, or cause to be made, any statement or communicate any information mean anywhere in the world and (whether oral or writteniv) that disparages or reflects negatively the term “Restriction Period” shall mean the period beginning on the Company or any of its directors, officers, agents or employees. Similarly, the Company agrees that it shall instruct its directors, senior executive officers Retirement Date and other individuals authorized to make official communications ending on the Company’s behalf not to make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on Executive. Nothing in this paragraph shall prevent either party from testifying truthfully in any judicial process. e. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any third anniversary of the other restrictions contained hereinRetirement Date.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for hereinExecutive acknowledges and recognizes the highly competitive nature of the businesses of the Employer and its affiliates and accordingly agrees that, during the Employment TermTerm and, for a period of one year following any termination of Executive's employment with the Company (the "Restricted Period"), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly, indirectly engage in any activity described business that directly or indirectly competes with the business of the Company, or otherwise engage in Section 9(bcompetition with the Company which is materially detrimental to the Company; (i) or 9(c) above. b. During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (iA) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (iiB) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s 's termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s 's employment with the Company. c. During the Restricted Period, b. Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, at any time issue any press release or cause to be made, make any public statement or communicate any information (whether oral or written) that disparages or reflects negatively on about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (any of its the foregoing, a "Company Affiliate") regarding (i) any of the foregoing's financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company partners, personnel, directors, officers, agents or employees. Similarly, the Company agrees that it shall instruct its directorsattorneys, senior executive officers agents, including, without limitation, in respect of both clauses (i) and other individuals authorized to make official communications on the Company’s behalf not to make, or cause to be made(ii), any statement that is intended or communicate reasonably likely to disparage the Company or any information Company Affiliate, or otherwise degrade any Company Affiliate's reputation in the business, industry or legal community in which any such Company Affiliate operates; provided, that, Executive shall be permitted to (whether oral a) make any statement that is required by applicable securities or writtenother laws to be included in a filing or disclosure document, subject to prior notice to the Company thereof, and (b) defend himself against any statement made by the Company or any Company Affiliate that disparages is intended or reflects negatively on reasonably likely to disparage Executive or his spouse or otherwise degrade Executive. Nothing 's reputation in this paragraph shall prevent either party from testifying truthfully the business, industry or legal community in which Executive operates, only if Executive reasonably believes that the statements made in such defense are not false statements and (c) provide truthful testimony in any judicial processlegal proceeding. e. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for hereinExecutive acknowledges and recognizes the highly competitive nature of the businesses of the Employer and its affiliates and accordingly agrees that, during the Employment Term, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engage in any activity described in Section 9(b) or 9(c) above. b. During the Employment Term and, for a period of twelve months one year following the date Executive ceases to be employed by any termination of Executive’s employment with the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly engage in any business that directly or indirectly competes in any material way with the primary business of the Company: (i) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (iA) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (iiB) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. c. During the Restricted Period, b. Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, at any time issue any press release or cause to be made, make any public statement or communicate any information (whether oral or written) that disparages or reflects negatively on about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (any of its the foregoing, a “Company Affiliate”) regarding (i) any of the foregoing’s financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, agents employees, attorneys, agents, that, in either case, is intended or employees. Similarly, reasonably likely to disparage the Company agrees or any Company Affiliate, or otherwise degrade any Company Affiliate’s reputation in the business, industry or legal community in which any such Company Affiliate operates, and the Company shall not at any time (either by official Company action or through a director of the Company or an executive who is a senior vice president or above) issue any press release or make any public statement about Executive or her spouse that it is intended or reasonably likely to disparage Executive’s reputation in the business, industry or legal community or otherwise degrade her or his reputation or standing in their community; provided, that, Executive and the Company shall instruct its directorsbe permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, senior executive officers subject to prior notice to the other thereof, and (b) defend herself or itself against any statement made by the other individuals authorized party (including those made by any Company Affiliate or by any person affiliated with the Executive or her spouse) that is intended or reasonably likely to make official communications on disparage or otherwise degrade that party’s reputation, only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company’s behalf not to make, or cause to be made, make any statement that Executive determines in good faith is necessary or communicate any information appropriate to the discharge of her duties as an officer of the Company, and (whether oral or writtend) that disparages or reflects negatively on Executive. Nothing in this paragraph shall prevent either party from testifying truthfully provide truthful testimony in any judicial processlegal proceeding. e. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for hereinExecutive acknowledges and recognizes the highly competitive nature of the businesses of the Employer and its affiliates and accordingly agrees that, during the Employment TermTerm and, for a period of one year following any termination of Executive's employment with the Company (the "Restricted Period"), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly, indirectly engage in any activity described business that directly or indirectly competes in Section 9(bany material way with the primary business of the Company: (i) or 9(c) above. b. During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (iA) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (iiB) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s 's termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s 's employment with the Company. c. During the Restricted Period, b. Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, at any time issue any press release or cause to be made, make any public statement or communicate any information (whether oral or written) that disparages or reflects negatively on about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (any of its the foregoing, a "Company Affiliate") regarding (i) any of the foregoing's financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, agents employees, attorneys, agents, including, without limitation, in respect of both clauses (i) and (ii), any statement that is intended or employees. Similarlyreasonably likely to disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate's reputation in the business, industry or legal community in which any such Company Affiliate operates and, the Company agrees shall not at any time issue any press release or make any public statement about Executive or her spouse that it is intended or reasonably likely to disparage Executive's reputation in the business, industry or legal community or otherwise degrade her or his reputation or standing in their community; provided, that, Executive and the Company shall instruct its directors, senior executive officers and be permitted to (a) make any statement that is required by applicable securities or other individuals authorized to make official communications on the Company’s behalf not to make, or cause laws to be madeincluded in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend herself or itself against any statement made by the other party (including those made by any Company Affiliate or communicate by any information (whether oral person affiliated with the Executive or writtenher spouse) that disparages is intended or reflects negatively on Executive. Nothing reasonably likely to disparage or otherwise degrade that party's reputation, only if there is a reasonable belief that the statements made in this paragraph shall prevent either party from testifying truthfully such defense are not false statements and (c) provide truthful testimony in any judicial processlegal proceeding. e. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for hereinExecutive acknowledges and recognizes the highly competitive nature of the businesses of the Employer and its affiliates and accordingly agrees that, during the Employment TermTerm and, for a period of one year following any termination of Executive's employment with the Company (the "Restricted Period"), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly, indirectly engage in any activity described business that directly or indirectly competes with the business of the Company, or otherwise engage in Section 9(bcompetition with the Company which is materially detrimental to the Company; (i) or 9(c) above. b. During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (iA) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (iiB) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s 's termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s 's employment with the Company. c. During the Restricted Period, b. Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, at any time issue any press release or cause to be made, make any public statement or communicate any information (whether oral or written) that disparages or reflects negatively on about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (any of its the foregoing, a "Company Affiliate") regarding (i) any of the foregoing's financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, agents or employees. Similarly, the Company agrees that it shall instruct its directorsattorneys, senior executive officers agents, including, without limitation, in respect of both clauses (i) and other individuals authorized to make official communications on the Company’s behalf not to make, or cause to be made(ii), any statement that is intended or communicate reasonably likely to disparage the Company or any information Company Affiliate, or otherwise degrade any Company Affiliate's reputation in the business, industry or legal community in which any such Company Affiliate operates; provided, that, Executive shall be permitted to (whether oral a) make any statement that is required by applicable securities or writtenother laws to be included in a filing or disclosure document, subject to prior notice to the Company thereof, and (b) defend himself against any statement made by the Company or any Company Affiliate that disparages is intended or reflects negatively on reasonably likely to disparage or otherwise degrade Executive. Nothing 's reputation in this paragraph shall prevent either party from testifying truthfully the business, industry or legal community in which Executive operates, only if Executive reasonably believes that the statements made in such defense are not false statements and (c) provide truthful testimony in any judicial processlegal proceeding. e. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for hereinExecutive acknowledges and recognizes the highly competitive nature of the businesses of the Employer and its affiliates and accordingly agrees that, during the Employment Term, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engage in any activity described in Section 9(b) or 9(c) above. b. During the Employment Term and, for a period of twelve months one year following the date Executive ceases to be employed by any termination of Executive’s employment with the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly engage in any business that directly or indirectly competes in any material way with the primary business of the Company: (i) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (iA) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (iiB) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. c. During the Restricted Period, b. Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, at any time issue any press release or cause to be made, make any public statement or communicate any information (whether oral or written) that disparages or reflects negatively on about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (any of its the foregoing, a “Company Affiliate”) regarding (i) any of the foregoing’s financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, agents employees, attorneys, agents, that, in either case, is intended or employees. Similarlyreasonably likely to disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate’s reputation in the business, industry or legal community in which any such Company Affiliate operates and, the Company agrees shall not at any time issue any press release or make any public statement about Executive or her spouse that it is intended or reasonably likely to disparage Executive’s reputation in the business, industry or legal community or otherwise degrade her or his reputation or standing in their community; provided, that, Executive and the Company shall instruct its directorsbe permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, senior executive officers subject to prior notice to the other thereof, and (b) defend herself or itself against any statement made by the other individuals authorized party (including those made by any Company Affiliate or by any person affiliated with the Executive or her spouse) that is intended or reasonably likely to make official communications on disparage or otherwise degrade that party’s reputation, only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company’s behalf not to make, or cause to be made, make any statement that Executive determines in good faith is necessary or communicate any information appropriate to the discharge of her duties as an officer of the Company, and (whether oral or writtend) that disparages or reflects negatively on Executive. Nothing in this paragraph shall prevent either party from testifying truthfully provide truthful testimony in any judicial processlegal proceeding. e. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, ,such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for hereinExecutive acknowledges and recognizes the highly competitive nature of the businesses of the Employer and its affiliates and accordingly agrees that, during the Employment TermTerm and, for a period of one year following any termination of Executive's employment with the Company (the "Restricted Period"), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly, indirectly engage in any activity described business that directly or indirectly competes in Section 9(bany material way with the primary business of the Company: (i) or 9(c) above. b. During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s 's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (iA) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (iiB) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s 's termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s 's employment with the Company. c. During the Restricted Period, b. Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, at any time issue any press release or cause to be made, make any public statement or communicate any information (whether oral or written) that disparages or reflects negatively on about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (any of its the foregoing, a "Company Affiliate") regarding (i) any of the foregoing's financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, agents employees, attorneys, agents, that, in either case, is intended or employees. Similarlyreasonably likely to disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate's reputation in the business, industry or legal community in which any such Company Affiliate operates and, the Company agrees shall not at any time issue any press release or make any public statement about Executive or her spouse that it is intended or reasonably likely to disparage Executive's reputation in the business, industry or legal community or otherwise degrade her or his reputation or standing in their community; provided, that, Executive and the Company shall instruct its directorsbe permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, senior executive officers subject to prior notice to the other thereof, and (b) defend herself or itself against any statement made by the other individuals authorized party (including those made by any Company Affiliate or by any person affiliated with the Executive or her spouse) that is intended or reasonably likely to make official communications on disparage or otherwise degrade that party's reputation, only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company’s behalf not to make, or cause to be made, make any statement that Executive determines in good faith is necessary or communicate any information appropriate to the discharge of her duties as an officer of the Company, and (whether oral or writtend) that disparages or reflects negatively on Executive. Nothing in this paragraph shall prevent either party from testifying truthfully provide truthful testimony in any judicial processlegal proceeding. e. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation; Non-Disparagement. a. Except as expressly provided for herein, during the Employment Term, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engage in any activity described in Section 9(b) or 9(c) above. b. During the Employment Term and, for a period of twelve twenty-four months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. c. During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. d. Executive agrees that he shall not make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on the Company or any of its directors, officers, agents or employees. Similarly, the Company agrees that it shall instruct its directors, senior executive officers and other individuals authorized to make official communications on the Company’s behalf not to make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages or reflects negatively on Executive. Nothing in this paragraph shall prevent either party from testifying truthfully in any judicial process. e. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.