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

Non-Solicitation and Non-Disparagement. (a) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) Solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; hire for any purpose any employee of the Company; hire for any purpose any former employee of the Company or any affiliate of the Company who left the employment of the Company or any affiliate within the preceding twelve month period; (b) The Company and the Executive each agree that both prior to and during the Term and at all times thereafter, neither party shall willfully or intentionally, directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of the Company’s affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates. (c) The Executive hereby acknowledges that any breach or threatened breach of any of the terms of Section 5 or 6 of hereof will result in substantial, continuing and irreparable injury to the Company. Therefore, in addition to any other remedy that may be available to the Company, the Company will be entitled to seek injunctive or other equitable relief by a court of appropriate jurisdiction, in the event of any breach or threatened breach of the terms of Section 5 or 6 hereof. The Company and the Executive agree that any such action for injunctive or equitable relief shall be heard in a state or federal court located in the State of California and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts. (d) The rights and remedies of the Company enumerated in Section 6(d) shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (e) The provisions of this Section 6 shall survive any termination of this Agreement.

Non-Solicitation and Non-Disparagement. (a) During the Term and for a period of 12 18 months thereafterfollowing the termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) Solicit , solicit or induce any employee of the Company or any of its affiliates subsidiaries to leave the employ of the Company or any such affiliate; hire for any purpose any employee of the Company; hire for any purpose subsidiary or solicit any former employee of who was employed by the Company or any affiliate subsidiary within one year prior to the date of the Company who left the employment of the Company or any affiliate within the preceding twelve month period;such solicitation. (b) The Company and the Executive each agree agrees that both prior to and during the Term and at all times thereafterfollowing the termination of the Executive’s employment with the Company, neither party the Executive shall willfully or intentionally, not directly or indirectly disparage, whether or not such information is true, the name or reputation of the other party or any Company (including its officers and directors). The Company agrees, that, both during the Term and at all times following the termination of the Executive’s employment with the Company, the Company’s affiliatesofficers and directors, including but not limited to, any officer, director, employee or shareholder of in each case for so long as they continue to be employed by the Company or serve on the Board, as applicable, shall not publicly disparage, whether or not such information is true, the name or reputation of the Executive. Notwithstanding anything to the contrary in this subsection, either party may make any of its affiliatesstatement necessary to respond to any government investigation, to comply with any court, legal or regulatory order or other requirement, or to comply with any subpoena. (c) The In the event that the Executive hereby acknowledges that breaches any breach or threatened breach of any of the terms provisions of Section 5 6 or 6 of hereof will result in substantialthis Section 7 or there is a threatened breach, continuing and irreparable injury to the Company. Thereforethen, in addition to any other remedy that rights which the Company may have, the Company shall (i) be available entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 6 or 7 and the Executive hereby agrees to account for and pay over such Benefits to the Company, the Company will be entitled to seek injunctive or other equitable relief by a court of appropriate jurisdiction, in the event of any breach or threatened breach of the terms of Section 5 or 6 hereof. The Company and the Executive agree that any such action for injunctive or equitable relief shall be heard in a state or federal court located in the State of California and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts. (d) The Each of the rights and remedies of the Company enumerated in Section 6(d7(c) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in Section 6 above or in this Section 67, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in Section 6 above or in this Section 6 7 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 7 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (e) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 6 or this Section 7, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. (f) The provisions of this Section 6 7 shall survive any termination of this Agreement.

Non-Solicitation and Non-Disparagement. (a) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company: (i) Solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; hire for any purpose any employee of the Company; hire for any purpose any former employee of the Company or any affiliate of the Company who left the employment of the Company or any affiliate within the preceding twelve month period; (b) The Company and the Executive each agree that both prior to and during the Term and at all times thereafter, neither party shall willfully or intentionally, directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of the Company’s affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates. (c) The Executive hereby acknowledges that any breach or threatened breach of any of the terms of Section 5 or 6 of hereof will may result in substantial, continuing and irreparable injury to the Company. Therefore, in addition to any other remedy that may be available to the Company, the Company will be entitled to seek injunctive or other equitable relief by a court of appropriate jurisdiction, in the event of any breach or threatened breach of the terms of Section 5 or 6 hereof. The Company and the Executive agree that any such action for injunctive or equitable relief shall be heard in a state or federal court located in the State of California and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts. (d) The rights and remedies of the Company enumerated in Section 6(d) shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (e) The provisions of this Section 6 shall survive any termination of this Agreement.

Non-Solicitation and Non-Disparagement. (a) During the Term and for a period of 12 six (6) months thereafter, the Executive Employee shall not, directly or indirectly, without the prior written consent of the Company: (i) Solicit solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such subsidiary or affiliate; or hire for any purpose any employee of the Company; hire for any purpose any former employee of the Company or any subsidiary or affiliate of the Company or any employee who has left the employment of the Company or any subsidiary or affiliate within one year of the preceding twelve month period;termination of such employee’s employment with the Company or any such subsidiary or affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such subsidiary or affiliate; or (ii) solicit or accept employment or be retained by any Person who, at any time during the term of this Agreement, was an agent, client or customer of the Company or any of its subsidiaries or affiliates where his position will be related to the business of the Company or any such affiliate; or (iii) solicit or accept the business of any agent, client or customer of the Company or any of its subsidiaries or affiliates with respect to products, services or investments similar to those provided or supplied by the Company or any of its subsidiaries or affiliates. (b) The Company and the Executive Employee each agree that both prior to and during the Term and at all times thereafter, neither party shall willfully or intentionally, directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of the Company’s its subsidiaries or affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its subsidiaries or affiliates. (c) The Executive hereby acknowledges In the event that the Employee breaches any breach or threatened breach of any of the terms provisions of Section 5 or this Section 6 of hereof will result in substantialor there is a threatened breach, continuing and irreparable injury to the Company. Thereforethen, in addition to any other remedy that rights which the Company may be available to the Companyhave, the Company will shall (i) be entitled to seek injunctive entitled, without the posting of a bond or other equitable security, to injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively “Benefits”) derived or received by the Employee as a court of appropriate jurisdiction, in the event result of any breach or threatened transaction constituting a breach of any of the terms provisions of Section 5 or this Section 6 hereofand the Employee hereby agrees to account for and pay over such Benefits to the Company. The Employee agrees that in an action pursuant to this Section 6, that if the Company makes a prima facie showing that the Employee has violated or intends to violate any of the provisions of this Section 6, the Company need not prove either damage or irreparable injury in order to obtain injunctive relief. The Company and the Executive Employee agree that any such action for injunctive or equitable relief shall be heard in a state or federal court located situated in the State of California and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts. (d) The Each of the rights and remedies of the Company enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. The Employee hereby acknowledges and agrees that the covenant against competition provided for pursuant to Section 6(a) is reasonable with respect to it duration, geographic area and scope. If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties hereto agree that the maximum duration, scope or geographic area legally permissible under such circumstances will be substituted for the duration, scope or area state herein. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (e) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Employee shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. The Employee agrees that he shall not raise in any proceeding brought to enforce the provisions of Section 5 or this Section 6 that the covenants contained in such Sections limit his ability to earn a living. (f) The provisions of this Section 6 shall survive any termination of this Agreement.

Non-Solicitation and Non-Disparagement. (a) During the Term The Employee covenants and agrees that during his employment and for a period of 12 twelve (12) months thereafterfollowing the date of termination of his employment, however caused, the Executive shall notEmployee will not on his own behalf or on behalf of any person, whether directly or indirectly, without the prior written consent of the Companyin any capacity whatsoever, alone, through or in connection with any person: (i) Solicit persuade or induce attempt to persuade any customer or client of the Company known to the Employee, to discontinue or adversely alter their relationship with the Company; or (ii) employ, engage, offer employment or engagement to or solicit the employment or engagement of or otherwise entice away an employee of the Company or any of its affiliates to leave who was employed by the employ Company at the time of the Company termination of the Employee’s employment, whether or not such person would commit any such affiliate; hire for any purpose any employee breach of their contract of employment by reason of leaving the service of the Company; hire for any purpose any former employee of the Company or any affiliate of the Company who left the employment of the Company or any affiliate within the preceding twelve month period;. (b) The Company Employee covenants and agrees that he will not engage in any pattern of conduct that involves the Executive each agree that both prior to and during the Term and at all times thereaftermaking or publishing of written or oral statements or remarks (including, neither party shall willfully or intentionally, directly or indirectly disparage, whether or not truewithout limitation, the name repetition or distribution of derogatory rumours, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation of the other party or any goodwill of the Company’s affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or /its related entities and any of its affiliatestheir directors, officers, employees or agents. (c) The Executive hereby acknowledges Employee agrees that any a breach or threatened breach by him of any of the terms of Section 5 or 6 of hereof will covenants contained in Article 5(a) above would result in substantial, continuing and irreparable injury damages to the CompanyCompany and that the Company could not adequately be compensated for such damages by monetary award. Therefore, in addition to any other remedy that may be available to the CompanyAccordingly, the Company will be entitled to seek injunctive or other equitable relief by a court of appropriate jurisdiction, Employee agrees that in the event of any breach or threatened breach of the terms of Section 5 or 6 hereof. The Company and the Executive agree that any such action for injunctive or equitable relief shall be heard in a state or federal court located in the State of California and each of the parties hereto agrees to accept service of process by registered or certified mail and to otherwise consent to the jurisdiction of such courts. (d) The rights and remedies of the Company enumerated in Section 6(d) shall be breach, in addition to and not in lieu of any all other rights and remedies available to the Company at law or in equity. If , the Company will be entitled as a matter of right to apply to a court of competent jurisdiction in British Columbia for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement. (d) The Employee further agrees that a breach by the Employee of any of the covenants contained in this Section 6Article 5(a) and Article 5 (c) above constitutes cause for the Company to terminate the Employee’s employment and, or any part of any of them, is hereafter construed or adjudicated where the payment referred to be invalid or unenforceablein Article 6(c) below has been made, the same shall not affect Employee agrees to reimburse the remainder of Company the covenant or covenants or rights or remedies which shall be given full effect without regard amount paid. Where the Employee fails to reimburse the Company, the amount paid to the invalid portions. If any of Employee will be a debt due and owing from the covenants contained in this Section 6 is held Employee to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants. (e) The provisions of this Section 6 shall survive any termination of this Agreement.