Common use of Non Solicitation and Confidentiality Clause in Contracts

Non Solicitation and Confidentiality. (a) For a period of eighteen (18) months from and after the Closing Date, the Sellers shall not, and shall cause their respective directors, officers, employees and Affiliates not to, directly or indirectly cause, solicit, induce or encourage any employees of the Companies or Subsidiaries or any employee of Purchaser or its Affiliates (which, for these purposes, includes the Companies and Subsidiaries) engaged primarily in the Business prior to the Closing to leave such employment or hire, employ or otherwise engage any such individual (other than through generalized searches for employees through media advertisements, employment firms or otherwise that are not focused on Persons employed by Purchaser or any of its Affiliates or their successors); provided, however, that should a Transferred Employee elect not to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment with Seller; provided, further, that such Transferred Employee shall be made available to Purchaser and its Affiliates as a consultant for a period of up to six (6) months following the Closing as needed by Purchaser at cost (calculated as a percentage of base salary assuming a 40-hour work week) to be paid by Purchaser. This restriction shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the Closing (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “Confidential Information” means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) although related to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (other than the Companies or Subsidiaries) prior to the Closing Date or (iv) is otherwise required as expressly provided in the Ancillary Agreements.

Non Solicitation and Confidentiality. (a) For a In consideration for the benefits Employee is receiving hereunder, and for other good and valuable consideration, Employee agrees that during the period of beginning on the date hereof and ending eighteen (18) months from and after following the Closing Datetermination of Employee’s employment with the Company for any reason whatsoever, the Sellers shall not, and shall cause their respective directors, officers, employees and Affiliates not to, Employee directly or indirectly causeindirectly, solicitwhether as a shareholder, induce director, employee, officer or encourage any employees of the Companies otherwise, shall not (i) solicit or Subsidiaries or hire any employee of Purchaser or its Affiliates the Company who was an employee of the Company at any time within the thirty (which, for these purposes, includes the Companies and Subsidiaries30) engaged primarily in the Business day period prior to the Closing date of the termination of Employee’s employment; or (ii) interfere with, disrupt or attempt to leave such employment disrupt any past, present or hireprospective business relationship, employ contractual or otherwise engage any such individual existing as of the date of the termination of Employee’s employment. (other than through generalized searches for employees through media advertisements, employment firms or otherwise b) Employee further agrees that are not focused during the period beginning on Persons employed by Purchaser or any of its Affiliates or their successors); provided, however, that should a Transferred Employee elect not to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment with Seller; provided, further, that such Transferred Employee shall be made available to Purchaser date hereof and its Affiliates as a consultant for a period of up to six ending eighteen (618) months following the Closing as needed by Purchaser termination of his or her employment, he will not voluntarily at cost any time, directly or indirectly, communicate, furnish, divulge or disclose to any individual, firm, association, partnership or corporation any knowledge or information (calculated as a percentage collectively, the “Information”) with respect to any matters concerning or relating to the business of base salary assuming a 40-hour work week) the Company, including but not limited to, copies or originals of any information supplied to be paid by Purchaserthe Company. This restriction The foregoing restrictions with respect to the Information shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the Closing (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (Information which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “Confidential Information” means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) hereof or thereafter becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderdisclosure, directly or indirectly, in violation of the terms hereof, (ii) was available to such party on a non-confidential basis prior to its disclosure, (iii) although related becomes available to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (such party on a non-confidential basis from a source other than the Companies other party or Subsidiaries) prior to the Closing Date its representatives, which source was not itself bound by a confidentiality agreement, or (iv) is otherwise required disclosed pursuant to any legal requirement or in connection with any legal process. (c) In consideration for the benefits Employee is receiving hereunder, and for other good and valuable consideration, Employee agrees that during the period beginning on the date hereof and at Company’s reasonable and good faith election for a period of up to eighteen (18) months following the termination of Employee’s employment with the Company either for cause or upon the expiration of the term of this Agreement, Employee directly or indirectly, whether as expressly provided a shareholder, director, employee, officer or otherwise, shall not operate, develop, be engaged in, concerned, interested or own any interest (other than ownership of less than 5% of the equity securities of a publicly traded company) in any entity (other than Pipeline, any subsidiary of Pipeline or any entity spun-off from any of them) which engages in the Ancillary Agreementsbusiness of providing merchant credit card payment processing services and related services and related software products anywhere in the world, except in the limited instances of payments via ach and non wireless checks or via companies or entities whose primary business focus is something other than merchant credit card payment processing. In the event that Company should exercise its election to extend the Non-compete Period for up to 18 months following the Employment Period, then in the event that Executive is not entitled to receive separation pay pursuant to section 6 (a) hereof, then and in that event Company will during the up to eighteen [18] month period pay Executive each month a sum equal to one-half [1/2] of his base pay at time of termination. (d) Employee agrees and acknowledges that the violation of the covenants in this paragraph 7 would cause irreparable injury to the Company and that the remedy at law for any violation or threatened violation would be inadequate and that the Company shall be entitled to temporary and permanent injunctive relief or other equitable relief without the necessity of proving actual damages. Employee represents that enforcement of a remedy by way of injunction will not prevent him from earning a livelihood. Employee further represents and admits that time periods contained in paragraph 7(a) are reasonably necessary to protect the interests of the Company and would not unfairly or unreasonably restrict Employee. (e) For purposes of this Section 7 only, references to the Company shall include any and all subsidiary companies of the Company existing now and as of the date of termination of this Agreement.

Non Solicitation and Confidentiality. (a) For a In consideration for the benefits Employee is receiving hereunder, and for other good and valuable consideration, Employee agrees that during the period of eighteen beginning on the date hereof and ending twenty-four (1824) months from and after following the Closing Datetermination of Employee’s employment with the Company for any reason whatsoever (or in the case of a Change of Control, for the Sellers shall notsame period as the period for which the severance is provided), and shall cause their respective directors, officers, employees and Affiliates not to, Employee directly or indirectly causeindirectly, solicitwhether as a shareholder, induce director, employee, officer or encourage any employees of the Companies otherwise, shall not (i) solicit or Subsidiaries or hire any employee of Purchaser or its Affiliates the Company who was an employee of the Company at any time within the thirty (which, for these purposes, includes the Companies and Subsidiaries30) engaged primarily in the Business day period prior to the Closing date of the termination of Employee’s employment; or (ii) interfere with, disrupt or attempt to leave such employment disrupt any past, present or hireprospective business relationship, employ contractual or otherwise engage any such individual existing as of the date of the termination of Employee’s employment. (other than through generalized searches for employees through media advertisements, employment firms or otherwise b) Employee further agrees that are not focused during the period beginning on Persons employed by Purchaser or any the date hereof and ending twenty-four (24) months following the termination of its Affiliates or their successors); provided, however, that should a Transferred Employee elect not to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment (or in the case of a Change of Control, for the same period as the period for which the severance is provided), he will not voluntarily at any time, directly or indirectly, communicate, furnish, divulge or disclose to any individual, firm, association, partnership or corporation any knowledge or information (collectively, the “Information”) with Seller; providedrespect to any matters concerning or relating to the business of the Company, furtherincluding but not limited to, that such Transferred Employee shall be made available copies or originals of any information supplied to Purchaser and its Affiliates as a consultant for a period of up the Company. The foregoing restrictions with respect to six (6) months following the Closing as needed by Purchaser at cost (calculated as a percentage of base salary assuming a 40-hour work week) to be paid by Purchaser. This restriction Information shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the Closing (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (Information which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “Confidential Information” means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) hereof or thereafter becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderdisclosure, directly or indirectly, in violation of the terms hereof, (ii) was available to such party on a non-confidential basis prior to its disclosure, (iii) although related becomes available to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (such party on a non-confidential basis from a source other than the Companies other party or Subsidiaries) prior to the Closing Date its representatives, which source was not itself bound by a confidentiality agreement, or (iv) is otherwise required as expressly provided disclosed pursuant to any legal requirement or in connection with any legal process. (c) In consideration for the benefits Employee is receiving hereunder, and for other good and valuable consideration, Employee agrees that during the period beginning on the date hereof and ending twenty-four (24) months following the termination of Employee ‘s employment with the Company either for cause or upon the expiration of its term (or in the Ancillary Agreementscase of a Change of Control, for the same period as the period for which the severance is provided), Employee directly or indirectly, whether as a shareholder, director, employee, officer or otherwise, shall not operate, develop, or own any interest (other than ownership of less than 5% of the equity securities of a publicly traded company) in any entity which engages in the business of providing credit card authorization, merchant payment processing services and related services and related software products anywhere in the world. (d) Employee agrees and acknowledges that the violation of the covenants in this paragraph 11 would cause irreparable injury to the Company and that the remedy at law for any violation or threatened violation would be inadequate and that the Company shall be entitled to temporary and permanent injunctive relief or other equitable relief without the necessity of proving actual damages. Employee represents that enforcement of a remedy by way of injunction will not prevent him from earning a livelihood. Employee further represents and admits that time periods contained in paragraph 11(a) are reasonably necessary to protect the interests of the Company and would not unfairly or unreasonably restrict Employee. (e) For purposes of this Section 11 only, references to the Company shall include any and all subsidiary companies of the Company existing now and as of the date of termination of this Agreement.

Non Solicitation and Confidentiality. (a) For a period of eighteen (18) months from and after In consideration for the Closing Date, the Sellers shall notbenefits Shareholders are receiving hereunder, and shall cause their respective directorsfor other good and valuable consideration, officers, employees Shareholders agree that during the period beginning on the date hereof and Affiliates not to, directly or indirectly cause, solicit, induce or encourage any employees of the Companies or Subsidiaries or any employee of Purchaser or its Affiliates ending sixty (which, for these purposes, includes the Companies and Subsidiaries) engaged primarily in the Business prior to the Closing to leave such employment or hire, employ or otherwise engage any such individual (other than through generalized searches for employees through media advertisements, employment firms or otherwise that are not focused on Persons employed by Purchaser or any of its Affiliates or their successors); provided, however, that should a Transferred Employee elect not to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment with Seller; provided, further, that such Transferred Employee shall be made available to Purchaser and its Affiliates as a consultant for a period of up to six (660) months following the Closing as needed by Purchaser at cost (calculated as a percentage of base salary assuming a 40-hour work week) to be paid by Purchaser. This restriction shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the Closing (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “Confidential Information” means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, Shareholders directly or indirectly, whether as a shareholder, director, employee, officer or otherwise, shall not (i) solicit or hire any employee of PPDA who was an employee of PPDA at any time; or (ii) interfere with, disrupt or attempt to disrupt any present business relationship, contractual or otherwise. (b) Shareholders further agree that during the period beginning on the date hereof and ending sixty (60) months following the date of this Agreement, they will not voluntarily at any time, directly or indirectly, communicate, furnish, divulge or disclose to any individual, firm, association, partnership or corporation any confidential information (“Information”) relating to PPDA, or any of its subsidiaries or affiliates, including, but not limited to, any information concerning the financial condition, assets, personnel, procedures, techniques, customers and suppliers. The foregoing restrictions with respect to the Information shall not apply to any Information which (i) on the date hereof or thereafter becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderdisclosure, directly or indirectly, in violation of the terms hereof, (ii) was available to such party on a non-confidential basis prior to its disclosure, (iii) although related becomes available to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (such party on a non-confidential basis from a source other than the Companies other party or Subsidiaries) prior to the Closing Date its representatives, which source was not itself bound by a confidentiality agreement, or (iv) is otherwise required disclosed pursuant to any legal requirement or in connection with any legal process. (c) In consideration for the benefits Shareholders are receiving hereunder, and for other good and valuable consideration, Shareholders (excluding Employee Shareholders) agree that during the period beginning on the date hereof and ending twenty-four (24) months following the date of this Agreement, Shareholders (excluding Employee Shareholders) directly or indirectly, whether as expressly provided a shareholder, director, employee, officer or otherwise, shall not operate, develop, be engaged in, concerned, interested or own any interest (other than ownership of less than 5% of the equity securities of a publicly traded company) in any entity (other than Pipeline, any subsidiary of Pipeline or any entity spun-off from any of them) which engages in the Ancillary Agreementsbusiness of the development and marketing of a software product for the processing of payment transactions by credit card or check using wireless devices, anywhere in the world. (d) Shareholders agree and acknowledge that the violation of the covenants in this Section 9.15 would cause irreparable injury to PPDA and that the remedy at law for any violation or threatened violation would be inadequate and that PPDA shall be entitled to temporary and permanent injunctive relief or other equitable relief without the necessity of proving actual damages. Shareholders represent that enforcement of a remedy by way of injunction will not prevent him from earning a livelihood. Shareholders further represent and admit that time periods contained in Section 9.15 are reasonably necessary to protect the interests of PPDA and would not unfairly or unreasonably restrict Shareholders. (e) For purposes of this Section 9.15 only, references to PPDA shall include any and all subsidiary companies of PPDA existing as of the date of this Agreement.

Non Solicitation and Confidentiality. (a) For a In consideration for the benefits Advisor is receiving hereunder, and for other good and valuable consideration, Advisor agrees that during the period of eighteen beginning on the date hereof and ending twenty-four (1824) months from following the termination of Advisor 's retention by the Company for any reason whatsoever (or in the case of a Change of Control, for the same period as the period for which the severance is provided), Advisor directly or indirectly, whether as a shareholder, director, employee, officer or otherwise, shall not (i) solicit or hire any Consultant of the Company who was an employee of the Company at any time within the thirty (30) day period prior to the date of the termination of Advisor 's Consulting; or (ii) interfere with, disrupt or attempt to disrupt any present business relationship, contractual or otherwise existing as of the date of the termination of Advisor 's retention. (b) Advisor further agrees that during the period beginning on the date hereof and after ending twenty-four (24) months following the Closing Datetermination of her retention (or in the case of a Change of Control, for the Sellers shall notsame period as the period for which the severance is provided), and shall cause their respective directors, officers, employees and Affiliates she will not tovoluntarily at any time, directly or indirectly causeindirectly, solicitcommunicate, induce furnish, divulge or encourage disclose to any employees of the Companies individual, firm, association, partnership or Subsidiaries or corporation any employee of Purchaser or its Affiliates confidential information (which, for these purposes, includes the Companies and Subsidiaries“Information”) engaged primarily in the Business prior relating to the Closing to leave such employment or hire, employ or otherwise engage any such individual (other than through generalized searches for employees through media advertisements, employment firms or otherwise that are not focused on Persons employed by Purchaser Company or any of its Affiliates subsidiaries or their successors); providedaffiliates, howeverincluding, that should a Transferred Employee elect but not limited to, any information concerning the financial condition, assets, personnel, procedures, techniques, customers and suppliers. The foregoing restrictions with respect to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment with Seller; provided, further, that such Transferred Employee shall be made available to Purchaser and its Affiliates as a consultant for a period of up to six (6) months following the Closing as needed by Purchaser at cost (calculated as a percentage of base salary assuming a 40-hour work week) to be paid by Purchaser. This restriction Information shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the Closing (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (Information which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “Confidential Information” means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) hereof or thereafter becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderdisclosure, directly or indirectly, in violation of the terms hereof, (ii) was available to such party on a non-confidential basis prior to its disclosure, (iii) although related becomes available to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (such party on a non-confidential basis from a source other than the Companies other party or Subsidiaries) prior to the Closing Date its representatives, which source was not itself bound by a confidentiality agreement, or (iv) is otherwise required as expressly provided disclosed pursuant to any legal requirement or in connection with any legal process. (c) In consideration for the benefits Advisor is receiving hereunder, and for other good and valuable consideration, Consultant agrees that during the period beginning on the date hereof and ending twenty-four (24) months following the termination of Consultant's retention with the Company either for cause or upon the expiration of its term (or in the Ancillary Agreementscase of a Change of Control, for the same period as the period for which the severance is provided), Advisor directly or indirectly, whether as a shareholder, director, employee, officer or otherwise, shall not operate, develop, or own any interest (other than ownership of less than 5% of the equity securities of a publicly traded company) in any entity which engages in the business of providing credit card authorization, merchant payment processing services and related services and related software products anywhere in the world. Notwithstanding the foregoing, the Parties acknowledge Advisor's officership and ownership of a payment card issuing entity. (d) Advisor agrees and acknowledges that the violation of the covenants in this paragraph 6 would cause irreparable injury to the Company and that the remedy at law for any violation or threatened violation would be inadequate and that the Company shall be entitled to temporary and permanent injunctive relief or other equitable relief without the necessity of proving actual damages. Advisor represents that enforcement of a remedy by way of injunction will not prevent him from earning a livelihood. Consultant further represents and admits that time periods contained in this paragraph 10 are reasonably necessary to protect the interests of the Company and would not unfairly or unreasonably restrict Consultant. (e) For purposes of this paragraph 9 only, references to the Company shall include any and all subsidiary companies of the Company existing now and as of the date of termination of this Agreement.

Non Solicitation and Confidentiality. (a) For a In consideration for the benefits Counsel is receiving hereunder, and for other good and valuable consideration, Counsel agrees that during the period of eighteen beginning on the date hereof and ending twenty-four (1824) months from following the termination of Counsel ‘s retention by the Company for any reason whatsoever (or in the case of a Change of Control, for the same period as the period for which the severance is provided), Counsel directly or indirectly, whether as a shareholder, director, employee, officer or otherwise, shall not (i) solicit or hire any Consultant of the Company who was an employee of the Company at any time within the thirty (30) day period prior to the date of the termination of Counsel ‘s Consulting; or (ii) interfere with, disrupt or attempt to disrupt any present business relationship, contractual or otherwise existing as of the date of the termination of Counsel ‘s retention. (b) Counsel further agrees that during the period beginning on the date hereof and after ending twenty-four (24) months following the Closing Datetermination of her retention (or in the case of a Change of Control, for the Sellers shall notsame period as the period for which the severance is provided), and shall cause their respective directors, officers, employees and Affiliates she will not tovoluntarily at any time, directly or indirectly causeindirectly, solicitcommunicate, induce furnish, divulge or encourage disclose to any employees of the Companies individual, firm, association, partnership or Subsidiaries or corporation any employee of Purchaser or its Affiliates confidential information (which, for these purposes, includes the Companies and Subsidiaries“Information”) engaged primarily in the Business prior relating to the Closing to leave such employment or hire, employ or otherwise engage any such individual (other than through generalized searches for employees through media advertisements, employment firms or otherwise that are not focused on Persons employed by Purchaser Company or any of its Affiliates subsidiaries or their successors); providedaffiliates, howeverincluding, that should a Transferred Employee elect but not limited to, any information concerning the financial condition, assets, personnel, procedures, techniques, customers and suppliers. The foregoing restrictions with respect to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment with Seller; provided, further, that such Transferred Employee shall be made available to Purchaser and its Affiliates as a consultant for a period of up to six (6) months following the Closing as needed by Purchaser at cost (calculated as a percentage of base salary assuming a 40-hour work week) to be paid by Purchaser. This restriction Information shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the Closing (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (Information which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “Confidential Information” means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) hereof or thereafter becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderdisclosure, directly or indirectly, in violation of the terms hereof, (ii) was available to such party on a non-confidential basis prior to its disclosure, (iii) although related becomes available to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (such party on a non-confidential basis from a source other than the Companies other party or Subsidiaries) prior to the Closing Date its representatives, which source was not itself bound by a confidentiality agreement, or (iv) is otherwise required as expressly provided disclosed pursuant to any legal requirement or in connection with any legal process. (c) In consideration for the benefits Counsel is receiving hereunder, and for other good and valuable consideration, Consultant agrees that during the period beginning on the date hereof and ending twenty-four (24) months following the termination of Consultant’s retention with the Company either for cause or upon the expiration of its term (or in the Ancillary Agreementscase of a Change of Control, for the same period as the period for which the severance is provided), Counsel directly or indirectly, whether as a shareholder, director, employee, officer or otherwise, shall not operate, develop, or own any interest (other than ownership of less than 5% of the equity securities of a publicly traded company) in any entity which engages in the business of providing credit card authorization, merchant payment processing services and related services and related software products anywhere in the world. Notwithstanding the foregoing, the Parties acknowledge Counsel’s officership and ownership of a payment card issuing entity. (d) Counsel agrees and acknowledges that the violation of the covenants in this paragraph 6 would cause irreparable injury to the Company and that the remedy at law for any violation or threatened violation would be inadequate and that the Company shall be entitled to temporary and permanent injunctive relief or other equitable relief without the necessity of proving actual damages. Counsel represents that enforcement of a remedy by way of injunction will not prevent him from earning a livelihood. Consultant further represents and admits that time periods contained in this paragraph 10 are reasonably necessary to protect the interests of the Company and would not unfairly or unreasonably restrict Consultant. (e) For purposes of this paragraph 9 only, references to the Company shall include any and all subsidiary companies of the Company existing now and as of the date of termination of this Agreement.

Non Solicitation and Confidentiality. (a) For a period of eighteen (18) months from and after In consideration for the Closing Date, the Sellers shall notbenefits Employee is receiving hereunder, and for other good and valuable consideration, Employee agrees that during the period beginning on the date hereof and ending 18 months following the termination of Employee’s employment with the Company for any reason whatsoever, Employee directly or indirectly, whether as a shareholder, director, employee, officer or otherwise, shall cause their respective directorsnot (i) solicit or hire any employee of the Company who was an employee of the Company at any time within the thirty (30) day period prior to the date of the termination of Employee’s employment; or (ii) interfere with, officersdisrupt or attempt to disrupt any past, employees present or prospective business relationship, contractual or otherwise existing as of the date of the termination of Employee’s employment. (b) Employee further agrees that during the period beginning on the date hereof and Affiliates ending 18 months following the termination of his or her employment, he will not tovoluntarily at any time, directly or indirectly causeindirectly, solicitcommunicate, induce furnish, divulge or encourage disclose to any employees individual, firm, association, partnership or corporation any knowledge or information (collectively, the “Information”) with respect to any matters concerning or relating to the business of the Companies Company, including but not limited to, copies or Subsidiaries or originals of any employee of Purchaser or its Affiliates (which, for these purposes, includes the Companies and Subsidiaries) engaged primarily in the Business prior information supplied to the Closing Company. The foregoing restrictions with respect to leave such employment or hire, employ or otherwise engage any such individual (other than through generalized searches for employees through media advertisements, employment firms or otherwise that are not focused on Persons employed by Purchaser or any of its Affiliates or their successors); provided, however, that should a Transferred Employee elect not to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment with Seller; provided, further, that such Transferred Employee shall be made available to Purchaser and its Affiliates as a consultant for a period of up to six (6) months following the Closing as needed by Purchaser at cost (calculated as a percentage of base salary assuming a 40-hour work week) to be paid by Purchaser. This restriction Information shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the Closing (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (Information which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “Confidential Information” means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) hereof or thereafter becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderdisclosure, directly or indirectly, in violation of the terms hereof, (ii) was available to such party on a non-confidential basis prior to its disclosure, (iii) although related becomes available to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (such party on a non-confidential basis from a source other than the Companies other party or Subsidiaries) prior to the Closing Date its representatives, which source was not itself bound by a confidentiality agreement, or (iv) is otherwise required disclosed pursuant to any legal requirement or in connection with any legal process. (c) Employee agrees and acknowledges that the violation of the covenants in this paragraph 7 would cause irreparable injury to the Company and that the remedy at law for any violation or threatened violation would be inadequate and that the Company shall be entitled to temporary and permanent injunctive relief or other equitable relief without the necessity of proving actual damages. Employee represents that enforcement of a remedy by way of injunction will not prevent him from earning a livelihood. Employee further represents and admits that time periods contained in paragraph 7(a) are reasonably necessary to protect the interests of the Company and would not unfairly or unreasonably restrict Employee. (d) For purposes of this Section 7 only, references to the Company shall include any and all subsidiary companies of the Company existing now and as expressly provided in of the Ancillary Agreementsdate of termination of this Agreement.

Non Solicitation and Confidentiality. (a) For a period of eighteen (18) months from and after the Closing Date, the Sellers shall not, and shall cause their respective directors, officers, employees and Affiliates not to, directly or indirectly cause, solicit, induce or encourage any employees of the Companies or Subsidiaries or any employee of Purchaser or its Affiliates (which, for these purposes, includes the Companies and Subsidiaries) engaged primarily in the Business prior to the Closing to leave such employment or hire, employ or otherwise engage any such individual (other than through generalized searches for employees through media advertisements, employment firms or otherwise that are not focused on Persons employed by Purchaser or any of its Affiliates or their successors); provided, however, that should a Transferred Employee elect not to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment with Seller; provided, further, that such Transferred Employee shall be made available to Purchaser and its Affiliates as a consultant for a period of up to six (6) months following the Closing as needed by Purchaser at cost (calculated as a percentage of base salary assuming a 40-hour work week) to be paid by Purchaser. This restriction shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the ClosingClosing 50 (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “"Confidential Information” " means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “"Confidential Information” " does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) although related to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (other than the Companies or Subsidiaries) prior to the Closing Date or (iv) is otherwise required as expressly provided in the Ancillary Agreements.

Non Solicitation and Confidentiality. (a) For a In consideration for the benefits Employee is receiving hereunder, and for other good and valuable consideration, Employee agrees that during the period of beginning on the date hereof and ending eighteen (18) months from and after following the Closing Datetermination of Employee’s employment with the Company for any reason whatsoever, the Sellers shall not, and shall cause their respective directors, officers, employees and Affiliates not to, Employee directly or indirectly causeindirectly, solicitwhether as a shareholder, induce director, employee, officer or encourage any employees of the Companies otherwise, shall not (i) solicit or Subsidiaries or hire any employee of Purchaser or its Affiliates the Company who was an employee of the Company at any time within the thirty (which, for these purposes, includes the Companies and Subsidiaries30) engaged primarily in the Business day period prior to the Closing date of the termination of Employee’s employment; or (ii) interfere with, disrupt or attempt to leave such employment disrupt any past, present or hireprospective business relationship, employ contractual or otherwise engage any such individual existing as of the date of the termination of Employee’s employment. (other than through generalized searches for employees through media advertisements, employment firms or otherwise b) Employee further agrees that are not focused during the period beginning on Persons employed by Purchaser or any of its Affiliates or their successors); provided, however, that should a Transferred Employee elect not to accept employment with Purchaser, such Transferred Employee may, with the consent of Purchaser, which consent shall not be unreasonably withheld, maintain his or her employment with Seller; provided, further, that such Transferred Employee shall be made available to Purchaser date hereof and its Affiliates as a consultant for a period of up to six ending eighteen (618) months following the Closing as needed by Purchaser termination of his or her employment, he will not voluntarily at cost any time, directly or indirectly, communicate, furnish, divulge or disclose to any individual, firm, association, partnership or corporation any knowledge or information (calculated as a percentage collectively, the “Information”) with respect to any matters concerning or relating to the business of base salary assuming a 40-hour work week) the Company, including but not limited to, copies or originals of any information supplied to be paid by Purchaserthe Company. This restriction The foregoing restrictions with respect to the Information shall not apply to any Transferred Business Employee whose employment with Purchaser or its successor is terminated by Purchaser or its successor after the Closing (b) From and after the Closing Date, the Sellers shall not and shall cause their officers and Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or its Affiliates (Information which for this purpose shall include the Companies and Subsidiaries) or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information (as defined below). The Sellers shall not have any obligation to keep confidential (or cause their officers, directors or Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law or is generally required to reply to a request by a Governmental Authority; provided, however, that in the event disclosure is requested or required by a Governmental Authority (by requests for information or documents or subpoenas), the Sellers shall, to the extent reasonably possible, provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 6.6(b), “Confidential Information” means any information with respect to any of the Companies or Subsidiaries or otherwise primarily used in connection with the Business, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) hereof or thereafter becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunderdisclosure, directly or indirectly, in violation of the terms hereof, (ii) was available to such party on a non-confidential basis prior to its disclosure, (iii) although related becomes available to the Companies or Subsidiaries and/or primarily used in connection with the Business, is also used by the Sellers or their Affiliates (such party on a non-confidential basis from a source other than the Companies other party or Subsidiaries) prior to the Closing Date its representatives, which source was not itself bound by a confidentiality agreement, or (iv) is otherwise required disclosed pursuant to any legal requirement or in connection with any legal process. (c) Employee agrees and acknowledges that the violation of the covenants in this paragraph 7 would cause irreparable injury to the Company and that the remedy at law for any violation or threatened violation would be inadequate and that the Company shall be entitled to temporary and permanent injunctive relief or other equitable relief without the necessity of proving actual damages. Employee represents that enforcement of a remedy by way of injunction will not prevent him from earning a livelihood. Employee further represents and admits that time periods contained in paragraph 7(a) are reasonably necessary to protect the interests of the Company and would not unfairly or unreasonably restrict Employee. (d) For purposes of this Section 7 only, references to the Company shall include any and all subsidiary companies of the Company existing now and as expressly provided in of the Ancillary Agreementsdate of termination of this Agreement.