Common use of Non-Interference Clause in Contracts

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury to the Companies. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.

Non-Interference. (a) Executive acknowledges that the services to be provided give him or her the opportunity to have special knowledge of the Companies and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury to the Companies. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his or her obligations in any material respect under Section 7, this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury to the Companies. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”"COMPETITIVE BUSINESS") without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; providedPROVIDED, howeverHOWEVER, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section SECTION 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section SECTION 7, this Section SECTION 8 or Section SECTION 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement. (c) The terms of this SECTION 8 shall survive the termination of this Agreement regardless of who terminates this Agreement, or the reasons therefor.

Non-Interference. ​ (a) Executive acknowledges that the services to be provided give him or her the opportunity to have special knowledge of the Companies and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury to the Companies. In consideration of this Agreement, Executive covenants and agrees that:: ​ (i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company.. ​ (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business.. ​ (b) In the event that Executive breaches his or her obligations in any material respect under Section 7, this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.. ​

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company, and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by include any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderExecutive), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Competitive Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by include any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderExecutive), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company or had a business relationship with the Companies Company within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the CompaniesCompany, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 six months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive him from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, The terms of this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under shall survive termination of this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under Agreement regardless of who terminates this Agreement or any other agreementthe reasons therefor.

Non-Interference. (a) The Executive acknowledges that information regarding the services to be provided give him the opportunity to have special knowledge of the Companies Company’s business and their financial relations with its vendors and customers is Confidential Information and proprietary to the capabilities of individuals employed by or affiliated with the Companies Company and that any interference in these relationships with such relations based directly or indirectly on the use of such information would cause irreparable injury damage to the CompaniesCompany. In consideration The Executive acknowledges that by virtue of his employment with the Company, he has gained or may gain knowledge of such information concerning the Company’s vendors and customers (respectively “Vendor Information” or “Customer Information”), and that he would inevitably have to draw on this AgreementVendor Information and Customer Information and on other Confidential Information if he were to solicit or service the Company’s vendors or customers on behalf of a competing business enterprise. Accordingly, and subject to the immediately following sentence, the Executive covenants agrees that during the Employment Period and agrees that: (i) During the Restricted Period (which shall not be reduced by any for a period of violation 18 months following the termination thereof, other than by reason of this Agreement a termination by the Company without Cause or by the Executive or period which is required for litigation to enforce Good Reason, the rights hereunder), Executive will not, without on behalf of himself or any other person, other than the express written approval of Company, directly or indirectly do business with, solicit the Board of Directors business of, or perform any services for any actual vendor or customer of the Company, anywhere any person that has been a vendor or customer of the Company within the 12-month period preceding such termination or any actively solicited prospective vendor or customer as to whom or which the Executive provided any services or as to whom or which the Executive has knowledge of Vendor Information, Customer Information or Confidential Information. The foregoing restrictive covenant shall only apply to business activities engaged in by the MarketExecutive on behalf of himself or any other person that are directly competitive with those of the operating divisions of the Company in which the Executive has worked or over which he has or has had supervisory responsibility, in terms of channels of distribution, types of products, gender for which the products have been designed and similarity of price range. In addition, the Executive agrees that, during the Employment Period and such 18-month period thereafter, he will not, directly or indirectly, in one seek to encourage or a series of transactions, own, manage, operate, control, invest induce any such vendor or acquire an interest incustomer to cease doing business with, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any lessen its business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9with, the Company, or otherwise interfere with or damage (or attempt to interfere with or damage) any of the Company’s relationships with its vendors and customers, except in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to ordinary course of the Executive under this Agreement or any other agreementCompany’s business.

Non-Interference. (a) The Executive acknowledges that information regarding the services to be provided give him the opportunity to have special knowledge of the Companies Company’s business and their financial relations with its vendors and customers is Confidential Information and proprietary to the capabilities of individuals employed by or affiliated with the Companies Company and that any interference in these relationships with such relations based directly or indirectly on the use of such information would cause irreparable injury damage to the CompaniesCompany. In consideration The Executive acknowledges that by virtue of his employment with the Company, he has gained or may gain knowledge of such information concerning the Company’s vendors and customers (respectively “Vendor Information” or “Customer Information”), and that he would inevitably have to draw on this AgreementVendor Information and Customer Information and on other Confidential Information if he were to solicit or service the Company’s vendors or customers on behalf of a competing business enterprise. Accordingly, and subject to the immediately following sentence, the Executive covenants agrees that during the Employment Period and agrees that: (i) During the Restricted Period (which shall not be reduced by any for a period of violation 18 months following the termination thereof, other than by reason of this Agreement a termination by the Company without Cause or by the Executive or period which is required for litigation to enforce Good Reason, the rights hereunder), Executive will not, without on behalf of himself or any other Person, other than the express written approval of Company, directly or indirectly do business with, solicit the Board of Directors business of, or perform any services for any actual vendor or customer of the Company, anywhere any Person that has been a vendor or customer of the Company within the 12-month period preceding such termination or any actively solicited prospective vendor or customer as to whom or which the Executive provided any services or as to whom or which the Executive has knowledge of Vendor Information, Customer Information or Confidential Information. The foregoing restrictive covenant shall only apply to business activities engaged in by the MarketExecutive on behalf of himself or any other Person that are directly competitive with those of the operating divisions of the Company in which the Executive has worked or over which he has or has had supervisory responsibility, in terms of channels of distribution, types of products, gender for which the products have been designed and similarity of price range. In addition, the Executive agrees that, during the Employment Period and such 18-month period thereafter, he will not, directly or indirectly, in one seek to encourage or a series of transactions, own, manage, operate, control, invest induce any such vendor or acquire an interest incustomer to cease doing business with, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any lessen its business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9with, the Company, or otherwise interfere with or damage (or attempt to interfere with or damage) any of the Company’s relationships with its vendors and customers, except in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to ordinary course of the Executive under this Agreement or any other agreementCompany’s business.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury to the Companies. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (bc) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.

Non-Interference. (a) The Executive acknowledges that information regarding the services to be provided give him the opportunity to have special knowledge of the Companies Company’s business and their financial relations with its vendors, customers and other business partners (“Business Partner Information”) is Confidential Information and proprietary to the capabilities of individuals employed by or affiliated with the Companies Company and that any interference in these relationships with such relations based directly or indirectly on the use of such information would cause irreparable injury damage to the CompaniesCompany. In consideration The Executive acknowledges that by virtue of this Agreementthe Executive’s employment with the Company, the Executive covenants may gain knowledge of Business Partner Information and that the Executive would inevitably have to draw on Business Partner Information and on other Confidential Information if the Executive were to solicit or service the Company’s vendors, customers and other business partners (collectively, “Business Partners”) on behalf of a competing business enterprise. The Executive agrees that: (i) During that during the Restricted Employment Period (which shall not be reduced by any and for a period of violation of this Agreement by Executive or period which is required 18 months following the termination thereof for litigation to enforce any reason (the rights hereunder“Restricted Period”), the Executive will not, without the express written approval on behalf of the Board Executive or any other individual, company, partnership, corporation or other entity (for purposes of Directors of this Section 5(b) and Sections 5(c), 5(d) and 5(g), each a “person”), other than the Company, anywhere directly or indirectly do business with, solicit the business of, or perform any services for any actual Business Partner, any person that has been a Business Partner within the 12-month period preceding such termination or any prospective Business Partner that was actively solicited within such 12-month period preceding the termination of employment and as to whom or which the Executive provided any services or as to whom or which the Executive has knowledge of Business Partner Information or Confidential Information. The foregoing restrictive covenant shall only apply to business activities engaged in by the MarketExecutive on behalf of the Executive or any other person that are in competition with either (i) the businesses or products of the Company as of the Executive’s date of termination or (ii) any business that the Company is planning to engage in or products that the Company is planning to develop or launch. The Executive further agrees that, during the Employment Period and the Restricted Period, the Executive will not, directly or indirectly, in one seek to encourage or a series of transactions, own, manage, operate, control, invest or acquire an interest ininduce any such Business Partner to cease doing business with, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any lessen its business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9with, the Company, or otherwise interfere with or damage (or attempt to interfere with or damage) any of the Company’s relationships with its Business Partners, except in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to ordinary course of the Executive under this Agreement or any other agreementCompany’s business.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company, and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by any period Term of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder)Service, Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Competitive Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment Service with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period Term of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder)Service, Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company or had a business relationship with the Companies Company within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employmentService, agency or business relationship with the CompaniesCompany, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 six months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment Service opportunity. (iii) The scope and term of this Section 8 would not preclude Executive him from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.

Non-Interference. The Service Provider undertakes that, during the Term of this Agreement and for a period of twenty-four (24) months thereafter, he will not, directly or indirectly (whether as an individual, sole proprietor, partner, stockholder director, officer, employee or in any other capacity as principal or agent), do any of the following: (a) Executive acknowledges that the services hire, or attempt to be provided give him the opportunity to have special knowledge hire, for employment any person who is or was an employee of the Companies and their Confidential Information and Company or any of its affiliates within the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury six-month period prior to the Companies. In consideration date of termination of this Agreement, Executive covenants and agrees that:or attempt to influence any such person to terminate its employment by the Company or any such affiliate; (ib) During in any other manner interfere with, disrupt or attempt to disrupt the Restricted Period relationship, contractual or otherwise, between the Company and its affiliates, on the one hand, and any of their respective employees, on the other hand, or disparage the business or reputation of the Company or its affiliates to any such persons; (which shall not be reduced by c) solicit, service or accept any period actual or prospective accounts, clients or customers of violation the Company or its affiliates who were such at any time during the term of this Agreement by Executive to sell or period which is required for litigation to enforce the rights hereunder)offer such accounts, Executive will not, without the express written approval clients or customers products competitive with those of the Board of Directors of the Company, anywhere Business Activities (as that term is defined in the MarketAsset Purchase Agreement); (d) influence or attempt, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether influence any of the activities accounts, customers or clients to transfer their business or patronage from the Company or any of its affiliates to any other person or company engaged in similar business; (e) assist any person or company soliciting, servicing or accepting any of the Executive referred to above occur accounts, customers or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors clients of the Company or any of its affiliates; or (Af) directly in any other manner interfere with, disrupt or indirectlyattempt to disrupt the relationship, in contractual or otherwise, between the Company or any of its affiliates, on the one hand, and any of the customers or a series of transactionsclients, recruiton the other hand, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a person, or disparage the business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date reputation of the incident in question, Company or any of its affiliates to discontinue, reduce or modify any such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause person. If any Competitive Business to employ or seek to employ any person or agent who is then (or was court of competent jurisdiction shall at any time within 24 months deem the term of any of the covenants and undertakings of the Service Provider under this Section 7 herein to exceed permissible limits, the other provisions of Section 7 shall nevertheless stand, and the impermissible limits shall be deemed to be the maximum limitation permissible by law under the circumstances. The court in each chase shall reduce the covenant or undertaking to the least extent necessary. Without intending to limit the remedies available to the Company and its affiliates, the Service Provider agrees that a breach of any of the covenants contained in this Section 7 may result in material and irreparable injury to the Company or its affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company and its affiliates shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Service Provider from engaging in activities prohibited by Section 7 or such other relief as may be required specifically to enforce any of the covenants in such section. Such injunctive relief in any court shall be available to the Company and its affiliates in lieu of, prior to or during the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter course of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreementproceeding.

Non-Interference. (a) The Executive acknowledges that information regarding the services to be provided give him the opportunity to have special knowledge of the Companies Company’s business and their financial relations with its vendors, customers and other business partners (“Business Partner Information”) is Confidential Information and proprietary to the capabilities of individuals employed by or affiliated with the Companies Company and that any interference in these relationships with such relations based directly or indirectly on the use of such information would cause irreparable injury damage to the CompaniesCompany. In consideration The Executive acknowledges that by virtue of this Agreementthe Executive’s employment with the Company, the Executive covenants may gain knowledge of Business Partner Information and that the Executive would inevitably have to draw on Business Partner Information and on other Confidential Information if the Executive were to solicit or service the Company’s vendors, customers and other business partners (collectively, “Business Partners”) on behalf of a competing business enterprise. The Executive agrees that: (i) During that during the Restricted Employment Period (which shall not be reduced by any and for a period of violation of this Agreement by Executive or period which is required 18 months following the termination thereof for litigation to enforce any reason (the rights hereunder“Restricted Period”), the Executive will not, without the express written approval on behalf of the Board Executive or any other individual, company, partnership, corporation or other entity (for purposes of Directors of this Section 5(b) and Sections 5(c), 5(d) and 5(g), each, a “person”), other than the Company, anywhere directly or indirectly do business with, solicit the business of, or perform any services for any actual Business Partner, any person that has been a Business Partner within the 12-month period preceding such termination or any prospective Business Partner that was actively solicited within such 12-month period preceding the termination of employment and as to whom or which the Executive provided any services or as to whom or which the Executive has knowledge of Business Partner Information or Confidential Information. The foregoing restrictive covenant shall only apply to business activities engaged in by the MarketExecutive on behalf of the Executive or any other person that are in competition with either (i) the businesses or products of the Company as of the Executive’s date of termination or (ii) any business that the Company is planning to engage in or products that the Company is planning to develop or launch. The Executive further agrees that, during the Employment Period and the Restricted Period, the Executive will not, directly or indirectly, in one seek to encourage or a series of transactions, own, manage, operate, control, invest or acquire an interest ininduce any such Business Partner to cease doing business with, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any lessen its business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9with, the Company, or otherwise interfere with or damage (or attempt to interfere with or damage) any of the Company’s relationships with its Business Partners, except in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to ordinary course of the Executive under this Agreement or any other agreementCompany’s business.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During Unless Executive is terminated pursuant to Sections 3(b) (iv) or 3(c)(iii), from the date hereof until the later to occur of March 31, 2007, or the first anniversary of expiration or termination of the Term of Employment (the "Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderPeriod"), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“"Competitive Business”") without regard to (A) whether the Competitive Business has its office, manufacturing office or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During Without regard to the reason for Executive's termination, during the Restricted Period (which shall not be reduced by (x) any period of violation of this Agreement by Executive or (y) if the Company is the prevailing party in any litigation to enforce its rights under this Section 8, the period which is required for litigation to enforce the rights hereundersuch litigation), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company Group or had a business relationship with the Companies Company Group within the 24 twenty-four(24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the CompaniesCompany Group, or (B) employ or seek to employ or cause any Competitive Business or any other private post-secondary educational institution to employ or seek to employ any person or agent who is then (or was at any time within 24 twenty-four (24) months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany Group. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future or any other employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In Upon the event determination of a majority of the Board of Directors that the Executive breaches has breached his obligations in any material respect under Section 7, this Section 8 or Section 98, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same same, shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreementAgreement.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Unless Executive is terminated pursuant to Sections 3(b)(iv) or period which is required for litigation to enforce the rights hereunder3(c)(iii), from the date hereof until the later to occur of March 31, 2007, or the first anniversary of expiration or termination of the Term of Employment (the "Restricted Period"). Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“"Competitive Business”") without regard to (A) whether the Competitive Business has its office, manufacturing office or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Marketmarket; provided, however, that (x) the Executive may, anywhere in the Marketmarket, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During Without regard to the reason for Executive's termination, during the Restricted Period (which shall not be reduced by (x) any period of violation of this Agreement by Executive or (y) if the Company is the prevailing party in any litigation to enforce its rights under this Section 8, the period which is required for litigation to enforce the rights hereundersuch litigation), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company Group or had a business relationship with the Companies Company Group within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the CompaniesCompany Group, or (B) employ or seek to employ or cause any Competitive Business or any other private post-secondary educational institution to employ or seek to employ any person or agent who is then (or was at any time within 24 twenty-four (24) months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany Group. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future or any other employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In Upon the event determination of a majority of the Board of Directors that the Executive breaches has breached his obligations in any material respect under Section 7, this Section 8 or Section 98, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same same, shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreementAgreement.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury to the Companies. , In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”"COMPETITIVE BUSINESS") without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; providedPROVIDED, howeverHOWEVER, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section SECTION 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section SECTION 7, this Section SECTION 8 or Section SECTION 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement. (c) The terms of this SECTION 8 shall survive the termination of this Agreement regardless of who terminates this Agreement, or the reasons therefor.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company, and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by include any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderExecutive), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Competitive Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by include any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderExecutive), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company or had a business relationship with the Companies Company within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the CompaniesCompany, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 six months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.

Non-Interference. (a) The Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury to the Companies. In consideration of this Agreement, the Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by the Executive or period which is required for litigation to enforce the Company’s rights hereunder), the Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, consultant, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five two percent (52%) of the capital stock of any corporation that is engaged in a corporation whose Competitive Business and the capital stock of which is traded publicly, or that (y) the Executive may accept employment with a successor company to the Company.; (ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by the Executive or period which is required for litigation to enforce the Company’s rights hereunder), the Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, consultant, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date commencement of the incident in questionconduct covered by this clause (A), to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity.; and (iii) The Executive expressly acknowledges and agrees that the scope and term of this Section 8 5 would not preclude the Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that the Executive breaches his obligations in any material respect under Section 74, this Section 8 5 or Section 96, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments thereafter due to the Executive under this Agreement or any other agreement. Notwithstanding any other provision of this Agreement to the contrary, in no event shall the Companies be entitled to recover any amounts paid hereunder prior to the date of a breach by the Executive, and the Companies expressly waive all rights to seek or receive any such amounts.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company, and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by include any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderExecutive), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Competitive Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by include any 11 12 period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderExecutive), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company or had a business relationship with the Companies Company within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the CompaniesCompany, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 six months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 9 would not preclude Executive him from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, The terms of this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under 9 shall survive termination of this Agreement regardless of who terminates this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreementreasons therefor.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During From the date hereof until the later to occur of three years from the date hereof, or the first anniversary of expiration on termination of the Term of Employment (the "Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderPeriod"), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“"Competitive Business”") without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by include any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company or had a business relationship with the Companies Company within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the CompaniesCompany, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 six (6) months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) During the Restricted Period, Executive will not publicly disparage the Parent or the Company or its affiliates or their respective businesses. (iv) The scope and term of this Section 8 would not preclude Executive him from earning a living with an entity that is not a Competitive Business. (b) In Upon a final, non-appealable finding that the event that Executive breaches has breached his obligations in any material respect under Section 7, this Section 8 or Section 98, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.

Non-Interference. (a) Executive acknowledges that the services to be provided give him her the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During Unless Executive is terminated pursuant to Sections 3(b)(iv) or 3(c)(iii), from the date hereof until the later to occur of April 1, 2005, or for twelve (12) months after the expiration or termination of the Term of Employment (or for a six (6) month period if a court finds that the twelve (12) month period is unreasonable) (the "Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderPeriod"), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“"Competitive Business”") without regard to (A) whether the Competitive Business has its office, manufacturing office or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During Without regard to the reason for Executive's termination, during the Restricted Period (which shall not be reduced by (x) any period of violation of this Agreement by Executive or (y) if the Company is the prevailing party in any litigation to enforce its rights under this Section 8, the period which is required for litigation to enforce the rights hereundersuch litigation), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company Group or had a business relationship with the Companies Company Group within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the CompaniesCompany Group, or (B) employ or seek to employ or cause any Competitive Business or any other private post-secondary educational institution to employ or seek to employ any person or agent who is then (or was at any time within 24 twenty-four (24) months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany Group. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future or any other employment opportunity. (iii) The scope and term of this Section 8 would is not intended to nor will it preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In Upon the event determination of a majority of the Board of Directors that the Executive breaches his has breached her obligations in any material respect under Section 7, this Section 8 or Section 98, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same same, shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreementAgreement.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and their its Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company and that interference in these relationships would cause irreparable injury to the CompaniesCompany. In consideration of this Agreement, Executive covenants and agrees that: (i) During Unless Executive is terminated pursuant to Sections 3(b)(iv) or 3(c)(iii), from the date hereof until the later to occur of March 31, 2005, or the first anniversary of expiration or termination of the Term of Employment (the "Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderPeriod"), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“"Competitive Business”") without regard to (A) whether the Competitive Business has its office, manufacturing office or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During Without regard to the reason for Executive's termination, during the Restricted Period (which shall not be reduced by (x) any period of violation of this Agreement by Executive or (y) if the Company is the prevailing party in any litigation to enforce its rights under this Section 8, the period which is required for litigation to enforce the rights hereundersuch litigation), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company Group or had a business relationship with the Companies Company Group within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the CompaniesCompany Group, or (B) employ or seek to employ or cause any Competitive Business or any other private post-secondary educational institution to employ or seek to employ any person or agent who is then (or was at any time within 24 twenty-four (24) months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the CompaniesCompany Group. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future or any other employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In Upon the event determination of a majority of the Board of Directors that the Executive breaches his has breached her obligations in any material respect under Section 7, this Section 8 or Section 98, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same same, shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreementAgreement.

Non-Interference. (a) Executive acknowledges that the services to be provided give him the opportunity to have special knowledge of the Companies Company and SPACEHAB, Incorporated and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies Company, and that interference in these relationships would cause irreparable injury to the CompaniesCompany and SPACEHAB, Incorporated. In consideration of this AgreementAgreement and of any stock options in SPACEHAB, Incorporated that Executive may have, Executive covenants and agrees that: (i) During the Restricted Period (which shall not be reduced by include any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderExecutive), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Competitive Business in the Market (“Competitive Business”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided, however, that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company. (ii) During the Restricted Period (which shall not be reduced by include any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunderExecutive), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies Company or SPACEHAB, Incorporated or had a business relationship with the Companies Company or SPACEHAB, Incorporated within the 24 twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Companies. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity. (iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business. (b) In the event that Executive breaches his obligations in any material respect under Section 7, this Section 8 or Section 9, the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.,