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

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby covenants and agrees that Employee will not, either directly, indirectly or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business with the Employer or (y) anyone with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliates. (c) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to interfere or attempt to interfere with the relationship of the Company or any of its subsidiaries with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliates. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term Employee acknowledges that Employer has invested substantial time and the longer effort in assembling its present staff of (i) the personnel. Employee agrees that so long as he is employed by Employer and for a period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Periodone year thereafter, Employee hereby covenants shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other Person that such other Person employ or solicit for employment, any of Employer's employees or recommend to any employee of Employer that he/she cease to be employed by Employer; provided that the -------- ---- restrictions set forth in the immediately preceding sentence shall not apply to any solicitation directed at the public in general e.g., advertisements in publications of general circulation, etc. or to inquiries for employment that were unsolicited, directly or indirectly, by Employee. (b) Employee acknowledges that all customers of Employer, which Employee has serviced or hereafter services during Employee's employment by Employer and all prospective customers from whom Employee has solicited or may solicit business while in the employ of Employer, shall be solely the customers of Employer. Employee agrees that so long as he is employed by Employer and for a period of one year thereafter, Employee will notshall not either directly or indirectly solicit business, either directly, indirectly as to products or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business competitive with the Employer or (y) anyone Business, from any of Employer's customers with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition his employment with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliatesEmployer. (c) During the Term Employee agrees that so long as he is employed by Employer and the longer for a period of one year thereafter, Employee shall not, directly or indirectly, (i) the period intentionally disrupt or attempt to disrupt or terminate any relationship between Employer and any of 12 months following the termination of this Agreement its Business suppliers, clients or employees, or (ii) disparage, malign or discredit the conclusion name or reputation of Employer to any customers, clients or suppliers of the Salary Continuation PeriodBusiness. Employee agrees that during such one year period, Employee hereby agrees he will not to interfere influence or attempt to interfere with the relationship influence any of the Company customers or any clients of its subsidiaries Employer to cease doing business with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliatesEmployer. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and the Employee hereby mutually agree that the nature of the Employer’s business and the Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, the Employee hereby agrees and covenants to each and all of the following: (a) During the Term and the longer of (i) for the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation PeriodAgreement, Employee hereby covenants and agrees that Employee will not, either directly, indirectly or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business with the Employer Company or its subsidiaries and affiliates or (y) anyone with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) for the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation PeriodAgreement, Employee hereby agrees not to employ or otherwise engage engage, either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliates. (c) During the Term and the longer of (i) for the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation PeriodAgreement, Employee hereby agrees not to interfere or attempt to interfere with the relationship of the Company or any of its subsidiaries with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliates. 5.2 The Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company Employer and its subsidiariessubsidiaries and affiliates. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, the Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries Employer shall file a lawsuit in any court of jurisdiction alleging a breach of any of the Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time the Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term Employee acknowledges that Employer has invested substantial time and the longer effort in assembling its present staff of (i) the personnel. Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment for Cause or if Employee voluntarily terminates his employment with Employer, for a period of 12 months following the termination of this Agreement or one (ii1) the conclusion of the Salary Continuation Periodyear thereafter, Employee hereby covenants shall not either directly or indirectly employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any of Employer's employees. (b) Employee acknowledges that all customers of Employer, which Employee has serviced or hereafter services during Employee's employment by Employer and all prospective customers from whom Employee has solicited or may solicit business while in the employ of Employer, shall be solely the customers of Employer. Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment for Cause or if Employee will notvoluntarily terminates his employment with Employer, for a period of one (1) year thereafter, Employee shall not either directlydirectly or indirectly solicit business, indirectly as to products or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business competitive with the Employer or (y) anyone Business of Employer, from any of Employer's customers with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition his employment with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliatesEmployer. (c) During the Term and the longer of (i) the Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment for Cause or if Employee voluntarily terminates his employment with Employer, for a period of 12 months following the termination of this Agreement or one (ii1) the conclusion of the Salary Continuation Periodyear thereafter, Employee hereby shall not either directly or indirectly interfere with any relationship between Employer and any of its suppliers, clients or employees. Employee agrees that during such one (1) year period, he will not to interfere influence or attempt to interfere with the relationship influence any of the Company customers or any clients of its subsidiaries Employer not to do business with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliatesEmployer. 5.2 (d) Employee acknowledges and agrees that the length and scope of the restrictions contained in this Section 5.1 11 are reasonable as to time and necessary to protect the legitimate business interests geographic scope because of the Company and its subsidiaries. The duration nature of the agreements contained Business and Employee agrees, in Section 5.1 shall be extended for particular, that the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 geographic scope of this Agreement restriction is held reasonable because companies in the same industry as the Business compete on a nationwide basis. Employee acknowledges that Employer is in direct competition with all other companies that provide services and products similar to Employer's products and services on an outsourced basis throughout the United States, Latin America and other markets in which Employer may be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against conducting the Business at the time Employee. In the event of termination of Employee’s 's employment with Employer for any reasonis terminated and, because of the nature of the Business, Employee consents expressly agrees that the covenants contained in this Section 11 cannot reasonably be limited to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreementsmaller geographic area. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby covenants and agrees that Employee will not, either directly, indirectly or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business with the Employer or (y) anyone with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes puiposes of selling products or services to such person that are in competition with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliates. (c) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to interfere or attempt to interfere with the relationship of the Company or any of its subsidiaries with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliates. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term Employee acknowledges that Employer has invested substantial time and the longer effort in assembling its present staff of (i) the personnel. Employee agrees that so long as he is employed by Employer and then for a period of 12 months following the termination of this Agreement or one (ii1) the conclusion of the Salary Continuation Periodyear thereafter, Employee hereby covenants shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other Person that such other Person employ or solicit for employment, any of Employer's employees or recommend to any employee of Employer that he/she cease to be employed by Employer; provided that the restrictions set forth in the immediately preceding sentence shall not apply to any solicitation directed at the public in general e.g., advertisements in publications of general circulation, etc. or to inquiries for employment that were unsolicited, directly or indirectly, by Employee. (b) Employee acknowledges that all customers of Employer, which Employee has serviced or hereafter services during Employee's employment by Employer and all prospective customers from whom Employee has solicited or may solicit business while in the employ of Employer, shall be solely the customers of Employer. Employee agrees that so long as he is employed by Employer and for a period of one (1) year thereafter, Employee will notshall not either directly or indirectly solicit business, either directly, indirectly as to products or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business competitive with the Employer or (y) anyone Business, from any of Employer's customers with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition his employment with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliatesEmployer. (c) During the Term Employee agrees that so long as he is employed by Employer and the longer for a period of one (1) year thereafter, Employee shall not, directly or indirectly, (i) the period intentionally disrupt or attempt to disrupt or terminate any relationship between Employer and any of 12 months following the termination of this Agreement its Business suppliers, clients or employees, or (ii) disparage, malign or discredit the conclusion name or reputation of Employer to any customers, clients or suppliers of the Salary Continuation PeriodBusiness. Employee agrees that for so long as he is employed by Employer and for a period of one (1) year thereafter, Employee hereby agrees he will not to interfere influence or attempt to interfere with the relationship influence any of the Company customers or any clients of its subsidiaries Employer to cease doing business with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliatesEmployer. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, (a) Employee acknowledges that Employer has invested substantial time and effort in assembling its present staff of personnel. Employee agrees that so long as he is employed by Employer and then for a period of one (1) year thereafter, Employee hereby mutually agree shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other Person that the nature such other Person employ or solicit for employment, any of Employer’s business and employees or recommend to any employee of Employer that he/she cease to be employed by Employer; provided that the restrictions set forth in the immediately preceding sentence shall not apply to any solicitation directed at the public in general e.g., advertisements in publications of general circulation, etc. or to inquiries for employment that were unsolicited, directly or indirectly, by Employee. (b) Employee acknowledges that all customers of Employer, which Employee has serviced or hereafter services during Employee’s employment hereunder are based on by Employer and all prospective customers from whom Employee has solicited or may solicit business while in the Company’s employ of Employer, shall be solely the customers of Employer. Employee agrees that so long as he is employed by Employer and for a period of one (1) year thereafter, Employee shall not either directly or indirectly solicit business, as to products or services competitive with the Business, from any of Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby covenants and agrees that Employee will not, either directly, indirectly or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business with the Employer or (y) anyone customers with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition his employment with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliatesEmployer. (c) During the Term Employee agrees that so long as he is employed by Employer and the longer for a period of one (1) year thereafter, Employee shall not, directly or indirectly, (i) the period intentionally disrupt or attempt to disrupt or terminate any relationship between Employer and any of 12 months following the termination of this Agreement its Business suppliers, clients or employees, or (ii) disparage, malign or discredit the conclusion name or reputation of Employer to any customers, clients or suppliers of the Salary Continuation PeriodBusiness. Employee agrees that for so long as he is employed by Employer and for a period of one (1) year thereafter, Employee hereby agrees he will not to interfere influence or attempt to interfere with the relationship influence any of the Company customers or any clients of its subsidiaries Employer to cease doing business with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliatesEmployer. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The CompanyDuring the term of this agreement, Employer Agent shall not and Employee hereby mutually agree shall not cause an Associate to have any interest, directly or indirectly in any mortgage broker business or related financial services that is the nature same or similar to that of Employer’s business and Employee’s employment hereunder are based on Real Mortgage Associates or Agent. During the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to term of this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: two (a2) During the Term and the longer of (i) the period of 12 months years following the date of termination of this Agreement or (ii) the conclusion of the Salary Continuation Periodagreement for any reason whatsoever, Employee hereby covenants and Agent agrees that Employee will notnot to, other than through Real Mortgage Associates, either directlyin individually or in partnership or in conjunction in any way with any person, indirectly or through a subsidiary persons or an affiliateAssociate, whether as principal, agent, agent, shareholder, guarantor, creditor or in any other manner whatsoever in the provinces and territories in Canada, directly or indirectly: offer employment to or solicit (x) for employment any person employed or engaged by Real Mortgage Associates or other Real Mortgage Associates; other than the Agent’s sub associates; engage in any activity to solicit, encourage or induce any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease trade partner doing business with the Employer or (y) anyone any Real Mortgage Associate agent to do business with whom Employee had contact during the Term during the twelve (12) month period prior to the termination Agent instead; or, on behalf of this Agreement for purposes of selling products or services to such person that are in competition with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates Agent or any individual who was other person, or as an employee employee, proprietor, owner, agent, agent, director or independent contractor shareholder of the Company any other person, or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee other capacity, solicit, divert, take away or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliates. (c) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to interfere or attempt to interfere with the relationship any business, customers, clients, contractors, trade or patronage of the Company Real Mortgage Associates or any of its subsidiaries with agents. The foregoing covenants in this section 23 shall survive any person who at the relevant time is an employee, contractor, supplier, termination of this agreement. The foregoing covenants are given by Agent to acknowledge that you either have or customer will have specific knowledge of the Company affairs and Confidential Information of Real Mortgage Associates and its business. You further acknowledge and agree that all covenants, provisions and restrictions in this section and this agreement are reasonable and valid in the circumstances of this agreement and to induce Real Mortgage Associates to sign this agreement and do business with Agent and all defenses to the strict enforcement thereof by Real Mortgage Associates are hereby waived by Agent and this section may be used by Real Mortgage Associates as a complete bar and defense to any claim by Agent to waive or its subsidiaries and affiliates. 5.2 Employee strike the strict performance of this section or any other section in this agreement. Agent further acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of the covenants, provisions and restrictions in this Agreementsection and this agreement, the Non-Solicitation remedy of Real Mortgage Associates in the form of monetary damages may not be adequate and Non-Interference periods referenced in Section 5.1 that Real Mortgage Associates shall be tolled during authorized and entitled, in addition to all other rights and remedies available to Real Mortgage Associates, to apply for and obtain from any time Employee was in breach court or competent jurisdiction interim and permanent injunctive relief and an accounting of those obligationsall profits and benefits arising out of such breach.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term Employee acknowledges that Employer has invested substantial time and the longer effort in assembling its present staff of (i) the personnel. Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment for Cause or if Employee voluntarily terminates without Good Reason his employment with Employer, for a period of 12 months following the termination of this Agreement or one (ii1) the conclusion of the Salary Continuation Periodyear thereafter, Employee hereby covenants shall not either directly or indirectly employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any of Employer's employees. (b) Employee acknowledges that all customers of Employer, which Employee has serviced or hereafter services during Employee's employment by Employer and all prospective customers from whom Employee has solicited or may solicit business while in the employ of Employer, shall be solely the customers of Employer. Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment for Cause or if Employee will notvoluntarily terminates without Good Reason his employment with Employer, for a period of one (1) year thereafter, Employee shall not either directlydirectly or indirectly solicit business, indirectly as to products or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business competitive with the Employer or (y) anyone Business of Employer, from any of Employer's customers with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition his employment with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliatesEmployer. (c) During the Term and the longer of (i) the Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment for Cause or if Employee voluntarily terminates without Good Reason his employment with Employer, for a period of 12 months following the termination of this Agreement or one (ii1) the conclusion of the Salary Continuation Periodyear thereafter, Employee hereby shall not either directly or indirectly interfere with any relationship between Employer and any of its suppliers, clients or employees. Employee agrees that during such one (1) year period, he will not to interfere influence or attempt to interfere with the relationship influence any of the Company customers or any clients of its subsidiaries Employer not to do business with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliatesEmployer. 5.2 (d) Employee acknowledges and agrees that the length and scope of the restrictions contained in this Section 5.1 11 are reasonable as to time and necessary to protect the legitimate business interests geographic scope because of the Company and its subsidiaries. The duration nature of the agreements contained Business and Employee agrees, in Section 5.1 shall be extended for particular, that the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 geographic scope of this Agreement restriction is held reasonable because companies in the same industry as the Business compete on a nationwide basis. Employee acknowledges that Employer is in direct competition with all other companies that provide services and products similar to Employer's products and services on an outsourced basis throughout the United States, Latin America and other markets in which Employer may be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against conducting the Business at the time Employee. In the event of termination of Employee’s 's employment with Employer for any reasonis terminated and, because of the nature of the Business, Employee consents expressly agrees that the covenants contained in this Section 11 cannot reasonably be limited to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreementsmaller geographic area. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term Employee acknowledges that Employer has invested substantial time and the longer effort in assembling its present staff of (i) the personnel. Employee agrees that so long as he is employed by Employer and for a period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Periodone year thereafter, Employee hereby covenants shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other Person that such other Person employ or solicit for employment, any of Employer's employees or recommend to any employee of Employer that he/she cease to be employed by Employer; provided that the restrictions set forth in the immediately preceding sentence shall not apply to any solicitation directed at the public in general e.g., advertisements in publications of general circulation, etc. or to inquiries for employment that were unsolicited, directly or indirectly, by Employee. (b) Employee acknowledges that all customers of Employer, which Employee has serviced or hereafter services during Employee's employment by Employer and all prospective customers from whom Employee has solicited or may solicit business while in the employ of Employer, shall be solely the customers of Employer. Employee agrees that so long as he is employed by Employer and for a period of one year thereafter, Employee will notshall not either directly or indirectly solicit business, either directly, indirectly as to products or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business competitive with the Employer or (y) anyone Business, from any of Employer's customers with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition his employment with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliatesEmployer. (c) During the Term Employee agrees that so long as he is employed by Employer and the longer for a period of one year thereafter, Employee shall not, directly or indirectly, (i) the period intentionally disrupt or attempt to disrupt or terminate any relationship between Employer and any of 12 months following the termination of this Agreement its Business suppliers, clients or employees, or (ii) disparage, malign or discredit the conclusion name or reputation of Employer to any customers, clients or suppliers of the Salary Continuation PeriodBusiness. Employee agrees that during such one year period, Employee hereby agrees he will not to interfere influence or attempt to interfere with the relationship influence any of the Company customers or any clients of its subsidiaries Employer to cease doing business with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliatesEmployer. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The CompanyEmployee acknowledges and agrees that, Employer as an employee and representative of MATRIX or an Affiliate, employee has been given specialized training and/or information and materials belonging to MATRIX, its Affiliates and to third parties, including but not limited to, clients, vendors, suppliers and customers, who have furnished such information and materials to MATRIX and its Affiliates under obligations of confidentiality. Employee hereby mutually agree acknowledges and agrees that this creates a special relationship of trust and confidence between MATRIX, its Affiliates, Employee and the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwillestablished vendors, public perceptionsuppliers, and customer relationscustomers of MATRIX and its Affiliates. ThereforeEmployee further acknowledges and agrees that there is a high risk and opportunity for any person given such training and information to misappropriate the relationship and goodwill existing between MATRIX and its Affiliates and their established clients, vendors, suppliers, and customers. Consequently, and as ancillary covenants to the terms, conditions and promises set forth elsewhere in this Agreement, Employee agrees to this otherwise enforceable agreement and in exchange non-solicitation covenant. Employee agrees that for Employee being provided access to the Confidential Information and period of twelve (12) months immediately following the other agreements and consideration set forth hereinTermination Date, Employee hereby agrees and covenants to each and all of the followingshall not in any manner, either individually, or in conjunction with any other person, entity or third party: (a) During solicit the Term sale of goods, services or a combination of goods and services from those persons and entities that are the longer established customers of MATRIX and its Affiliates but only insofar as such goods and services are among those goods and services which are offered by MATRIX or its Affiliates to its established customers as of the Termination Date; (b) Interfere with the relationships or agreements between MATRIX and its Affiliates and those persons and entities that are established customers of MATRIX and its Affiliates as of the Termination Date; (c) Solicit, induce, or encourage, or attempt to solicit, induce, or encourage, any person who is an employee of MATRIX or its Affiliates as of the Termination Date to quit or leave the employment of MATRIX or its Affiliates; or (d) Solicit, induce, or encourage, or attempt to solicit, induce, or encourage, any person who is a contractor of MATRIX or its Affiliates as of the Termination Date to modify or terminate its relationship with MATRIX or its Affiliates. Employee acknowledges that MATRIX and its Affiliates have a protectable business interest in their relationships with their established customers, employees, and contractors, all of which have been developed by MATRIX and its Affiliates at considerable effort and expense. Prohibited activity shall include: (i) the period of 12 months following the encouraging or inducing modification or termination of this Agreement relationships or agreements with MATRIX or its Affiliates, or (ii) the conclusion providing goods or services or a combination of goods and services to established customers of MATRIX or its Affiliates as of the Salary Continuation PeriodTermination Date, Employee hereby covenants and agrees that Employee will not, either directly, indirectly or through a subsidiary or an affiliate, solicit (x) after engaging in any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business with the Employer or (y) anyone with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are prohibited activity set forth in competition with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliates. (c) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to interfere or attempt to interfere with the relationship of the Company or any of its subsidiaries with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliates. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employeeabove. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any these covenants, MATRIX shall be entitled to injunctive relief, without the posting of Employee’s obligations under Section 5.1 a bond or other security, in addition to such other relief as may be proper. The provisions of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 paragraph shall be tolled during deemed severable and the unenforceability of any time Employee was in breach one or more provisions of those obligationsthis paragraph shall not affect the enforceability of the other provisions.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term Employee acknowledges that Employer has invested substantial time and the longer effort in assembling its present staff of (i) the personnel. Employee agrees that so long as he is employed by Employer and for a period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Periodone year thereafter, Employee hereby covenants shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other Person that such other Person employ or solicit for employment, any of Employer's employees or recommend to any employee of Employer that he/she cease to be employed by Employer; provided that the restrictions set forth in -------- ---- the immediately preceding sentence shall not apply to any solicitation directed at the public in general e.g., advertisements in publications of general circulation, etc. or to inquiries for employment that were unsolicited, directly or indirectly, by Employee. (b) Employee acknowledges that all customers of Employer, which Employee has serviced or hereafter services during Employee's employment by Employer and all prospective customers from whom Employee has solicited or may solicit business while in the employ of Employer, shall be solely the customers of Employer. Employee agrees that so long as he is employed by Employer and for a period of one year thereafter, Employee will notshall not either directly or indirectly solicit business, either directly, indirectly as to products or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business competitive with the Employer or (y) anyone Business, from any of Employer's customers with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition his employment with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliatesEmployer. (c) During the Term Employee agrees that so long as he is employed by Employer and the longer for a period of one year thereafter, Employee shall not, directly or indirectly, (i) the period intentionally disrupt or attempt to disrupt or terminate any relationship between Employer and any of 12 months following the termination of this Agreement its Business suppliers, clients or employees, or (ii) disparage, malign or discredit the conclusion name or reputation of Employer to any customers, clients or suppliers of the Salary Continuation PeriodBusiness. Employee agrees that during such one year period, Employee hereby agrees he will not to interfere influence or attempt to interfere with the relationship influence any of the Company customers or any clients of its subsidiaries Employer to cease doing business with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliatesEmployer. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and the Employee hereby mutually agree that the nature of the Employer’s business and the Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary in consideration of the acknowledgments and promises set forth in Section 4.2 herein, including without limitation Employer’s promise to provide Employee Confidential Information, and the compensation and benefits to be paid to the Employee pursuant to this otherwise enforceable agreement and in exchange for Employee being provided access to Agreement, the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (ai) During the Term time period Employee is receiving the Monthly Base Salary, and for an additional twelve (12) months after Employee receives the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion last payment of the Salary Continuation PeriodMonthly Base Salary, the Employee hereby covenants and agrees that Employee will not, either directly, indirectly or through a subsidiary or an affiliate, solicit (xa) any customer of the Company Employer or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business with the Employer Employer; or (yb) anyone with about whom Employee had contact obtained Confidential Information during the Term during the twelve (12) month period prior to the termination of this Agreement employment with Employer for purposes of selling products or services to such person that are in competition with the products or services offered or sold by the Company Employer or its subsidiaries and affiliates. (bii) During the Term time period Employee is receiving the Monthly Base Salary, and the longer of (i) the period of for an additional 12 months following after Employee receives the termination of this Agreement or (ii) the conclusion last payment of the Salary Continuation PeriodMonthly Base Salary, the Employee hereby agrees not to employ or otherwise engage employ, either directly, indirectly or through an affiliate, any current employee or independent contractor of the Company Employer or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company Employer or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this AgreementTerm, with whom Employee had contact during the Term. FurtherTerm or about whom Employee obtained Confidential Information, Employee and agrees not to solicit, or contact in any manner that could reasonably be construed as a solicitation, either directly, indirectly or through a subsidiary or an affiliate, any such employee of the Employer or independent contractor its subsidiaries and affiliates for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company Employer or its subsidiaries and affiliates. (ciii) During the Term time period Employee is receiving the Monthly Base Salary, and for an additional twelve (12) months after Employee receives the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion last payment of the Salary Continuation PeriodMonthly Base Salary, the Employee hereby agrees not to interfere or attempt to interfere with the Employer’s relationship of the Company or any of its subsidiaries with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company Employer or its subsidiaries and affiliates. 5.2 The Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiariesEmployer. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Employee. In the event of termination of the Employee’s employment with the Employer for any reason, the Employee consents to the Employer communicating with the Employee’s new employer, any entity in the business or through or in connection with which the Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on the Employee under this Agreement. 5.3 In the event the Company or its subsidiaries Employer shall file a lawsuit in any court of jurisdiction alleging a breach of any of the Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time the Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During the Term Employee acknowledges that Employer has invested and the longer will continue to invest substantial time and effort in assembling its present staff of personnel. Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment For Cause or if Employee voluntarily terminates his employment with Employer (i) the other than an Involuntary Termination), for a period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Periodone year thereafter, Employee hereby covenants shall not either directly or indirectly employ, solicit for employment, or advise or recommend to any other person that such other person employ or solicit for employment, any of Employer's employees. (b) Employee acknowledges that all customers of Pamet or Employer, which Employee has serviced or hereafter services during Employee's employment by Pamet or Employer and all prospective customers from whom Employee has solicited or may solicit business while in the employ of Employer, are and shall be customers solely of Employer. Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment For Cause or if Employee will notvoluntarily terminates his employment with Employer (other than an Involuntary Termination), either directlyfor a period of one year thereafter, Employee shall not directly or indirectly solicit business, as to products or through a subsidiary or an affiliate, solicit (x) any customer of the Company or its subsidiaries and affiliates that has utilized the services or products of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer to cease doing business competitive with the Employer or (y) anyone Business of Employer, from any of Employer's customers with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition his employment with the products or services offered or sold by the Company or its subsidiaries and affiliates. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliatesEmployer. (c) During the Term and the longer of Employee agrees that so long as he is employed by Employer and, if Employer terminates his employment For Cause or if Employee voluntarily terminates his employment with Employer (i) the other than an Involuntary Termination), for a period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Periodone year thereafter, Employee hereby shall not directly or indirectly interfere with any relationship between Employer and any of its suppliers, clients or employees. Employee agrees that during such one year period, he will not to interfere influence or attempt to interfere with the relationship influence any of the Company customers or any clients of its subsidiaries Employer not to do business with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliatesEmployer. 5.2 (d) Employee acknowledges and agrees that the length and scope of the restrictions contained in this Section 5.1 12 are reasonable as to time and necessary to protect the legitimate business interests geographic scope because of the Company and its subsidiaries. The duration nature of the agreements contained Business and Employee agrees, in Section 5.1 shall be extended for particular, that the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 geographic scope of this Agreement restriction is held reasonable because companies in the same industry as the Business compete on a nationwide basis. Employee acknowledges that the Company is in direct competition with all other companies that provide services similar to the Company's products and services throughout the United States, Australia, New Zealand, the United Kingdom, Mexico, Canada and other markets in which Employer may be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against conducting business at the time Employee. In the event of termination of Employee’s 's employment with Employer for any reasonis terminated, and because, of the nature of the Business, Employee consents expressly agrees that the covenants contained in this Section 12 cannot reasonably be limited to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreementsmaller geographic area. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.

Non-Solicitation and Non-Interference. 5.1 The Company, Employer and Employee hereby mutually agree that the nature of Employer’s business and Employee’s employment hereunder are based on the Company’s and Employer’s goodwill, public perception, and customer relations. Therefore, ancillary to this otherwise enforceable agreement and in exchange for Employee being provided access to the Confidential Information and the other agreements and consideration set forth herein, Employee hereby agrees and covenants to each and all of the following: (a) During Employee acknowledges that Employer has invested substantial time and effort in assembling its present staff of personnel. Employee agrees that so long as he is employed by Employer and for a period of one year thereafter, Employee shall not, directly or indirectly, employ, solicit for employment, or advise or recommend to any other Person that such other Person employ or solicit for employment, any of Employer's employees or recommend to any employee of Employer that he/she cease to be employed by Employer; provided that the Term restrictions set forth in the immediately preceding sentence shall not apply to any solicitation directed at the public in general e.g., advertisements in publications of general circulation, etc. or to inquiries for employment that were unsolicited, directly or indirectly, by Employee. (b) Employee acknowledges that all customers of Employer, which Employee has serviced or hereafter services during Employee's employment by Employer and all prospective customers from whom Employee has solicited or may solicit business while in the longer employ of Employer, shall be solely the customers of Employer. Employee agrees that so long as he is employed by Employer and for a period of one year thereafter, Employee shall not either directly or indirectly solicit business, as to products or services competitive with the Business, from any of Employer's customers with whom Employee had direct contact during his employment with Employer. (c) Employee agrees that so long as he is employed by Employer and for a period of one year thereafter, Employee shall not, directly or indirectly, (i) the period intentionally disrupt or attempt to disrupt or terminate any relationship between Employer and any of 12 months following the termination of this Agreement its Business suppliers, clients or employees, or (ii) disparage, malign or discredit the conclusion name or reputation of Employer to any customers, clients or suppliers of the Salary Continuation Period, Business. Employee hereby covenants and agrees that Employee during such one year period, he will not, either directly, indirectly not influence or through a subsidiary or an affiliate, solicit (x) attempt to influence any customer of the Company customers or its subsidiaries and affiliates that has utilized the services or products clients of the Company during the twelve (12) month period prior to the termination of this Agreement for the purpose of causing such customer Employer to cease doing business with the Employer or (y) anyone with whom Employee had contact during the Term during the twelve (12) month period prior to the termination of this Agreement for purposes of selling products or services to such person that are in competition with the products or services offered or sold by the Company or its subsidiaries and affiliatesEmployer. (b) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to employ or otherwise engage , either directly, indirectly or through an affiliate, any employee or independent contractor of the Company or its subsidiaries and affiliates or any individual who was an employee or independent contractor of the Company or its subsidiaries and affiliates at any time during the twelve (12) month period prior to the termination of this Agreement, with whom Employee had contact during the Term. Further, Employee agrees not to contact in any manner any such employee or independent contractor for the purpose of encouraging such employee or independent contractor to leave or terminate his or her employment or engagement with the Company or its subsidiaries and affiliates. (c) During the Term and the longer of (i) the period of 12 months following the termination of this Agreement or (ii) the conclusion of the Salary Continuation Period, Employee hereby agrees not to interfere or attempt to interfere with the relationship of the Company or any of its subsidiaries with any person who at the relevant time is an employee, contractor, supplier, or customer of the Company or its subsidiaries and affiliates. 5.2 Employee acknowledges and agrees that the length and scope of the restrictions contained in Section 5.1 are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. The duration of the agreements contained in Section 5.1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. If any covenant in Section 5.1 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or either of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. In the event of termination of Employee’s employment with Employer for any reason, Employee consents to Employer communicating with Employee’s new employer, any entity in the business or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement. 5.3 In the event the Company or its subsidiaries shall file a lawsuit in any court of jurisdiction alleging a breach of any of Employee’s obligations under Section 5.1 of this Agreement, the Non-Solicitation and Non-Interference periods referenced in Section 5.1 shall be tolled during any time Employee was in breach of those obligations.