Common use of Non-Solicitation/Non-Compete Clause in Contracts

Non-Solicitation/Non-Compete. A. Employee recognizes and acknowledges that during employment the Employee will have access to, learn, be provided with, and, in some cases, will prepare and create certain confidential proprietary business information, including, but not limited to, client and customer information and customer lists, all of which are of substantial value to the Company’s business. The Employee agrees that in addition to any other limitation, for a period of twenty four (24) months after the termination of employment hereunder by him or for any reason by the Company, the Employee will not, on his behalf or on behalf of any other person, firm, or corporation, call on any of the Company’s, or that of any of its affiliates or subsidiaries, customers, investors, analysts, investment bankers, brokers, or other persons or businesses with which the Company and/ or its subsidiaries or affiliates had communicated, solicited investment, or solicited for any business purposes, for the purpose of soliciting and/or providing to any of these customers any non-public information relating to the Company’s business, nor will the Employee in any way, directly or indirectly, for himself, or on behalf of any other person, firm, or corporation competing with the Company, solicit, divert, or take away any customers of the Company, its affiliates, or its subsidiaries. In the event of an actual or threatened breach by the Employee of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the Employee from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee. B. During the course of employment and for a period of two (2) years from the date of termination of this Agreement either by Employee or the Company, with our without Cause, Employee shall not, directly or indirectly, individually or on behalf of persons not now parties to this agreement, or as a partner, stockholder, director, officer, principal, agent, employee, or in any other capacity or relationship, engage in any business or employment, or aid or endeavor to assist any business or legal entity to engage in a business utilizing technology or other products or businesses that directly compete with the Company’s then current customer sales and / or products in development (as of termination). The Parties agree that the intent of this Agreement is to protect the Company from unfair competition by the use of the Company’s proprietary information that is used by, disclosed to, known by, or made aware of to Employee as a result of the Employee’s employment with the Company, to the maximum extent permitted by this Agreement and the Laws in the State of Connecticut, and not to block the Employee’s ability to be skillfully employed. Employee acknowledges the reasonableness of this restrictive covenant and the reasonableness of the duration that are a part of this covenant. C. The Company recognizes that the Employee has had years of experience in the pharmaceutical, drug development, diagnostic and health care industry, and that concomitant with such experience is a network of personal and business relationships already established prior to employment with the Company, and nothing in Sections 7, 8 or 9 will limit the business or activities of Employee except for the restriction on disclosure of proprietary and confidential information set forth in Section 7 and independently developed by the Company, but limited to the extent that such information, and contacts have not been disclosed by the Company to third parties.

Non-Solicitation/Non-Compete. A. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his or himself and for or on behalf of any person or business entity in the United States (the “Non-Compete Jurisdiction”) engage in any of the following activities: a. Upon the Employee's termination of his employment with the Employer (voluntary or involuntary) and within one (1) year from the date of the termination of said employment, said Employee recognizes and acknowledges that during employment shall not (i) solicit any business from any customers or accounts of the Employee will have access to, learn, be provided with, and, in some cases, will prepare and create certain confidential proprietary business information, including, but not limited to, client and customer information and customer lists, all of which are of substantial value to the Company’s businessEmployer. The Employee agrees that shall not assist any third parties in addition to soliciting the business of any other limitation, for a period customers or accounts of twenty four the Employer; and (24ii) months after the termination of employment hereunder by him directly or for any reason by the Company, the Employee will notindirectly, on his own behalf or on behalf of any other personperson or entity, firmwhether as an owner, director, officer, partner, employee, agent or corporationconsultant, call for pay or otherwise, render services to or engage with any person or entity (or on any Employee’s own behalf, if the Employee is self-employed) that is engaged in the same business of the Company’s, or that of any of its affiliates or subsidiaries, customers, investors, analysts, investment bankers, brokers, or other persons or businesses with which the Company and/ or its subsidiaries or affiliates had communicated, solicited investment, or solicited for any business purposes, for the purpose of soliciting and/or providing to any of these customers any non-public information relating to the Company’s business, nor will the shall Employee become interested in any waysuch business, directly or indirectly, for himselfas an individual, or on behalf of any other person, firm, or corporation competing with the Company, solicit, divert, or take away any customers of the Company, its affiliates, or its subsidiaries. In the event of an actual or threatened breach by the Employee of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the Employee from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee. B. During the course of employment and for a period of two (2) years from the date of termination of this Agreement either by Employee or the Company, with our without Cause, Employee shall not, directly or indirectly, individually or on behalf of persons not now parties to this agreement, or as a partner, stockholdershareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity or relationship, engage unless such practice described in any business or employment, or aid or endeavor to assist any business or legal entity to engage 6.(a.)(ii) in a business utilizing technology or other products or businesses that directly compete with the Company’s then current customer sales and / or products in development (as of termination). The Parties agree that the intent of this Agreement is in violation of the Colorado Rules of Professional Conduct; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of one (1) year following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who was employed by the Company at any time in the last one (1) year. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the Company from unfair competition by the use legitimate business interests of the Company’s proprietary information that is used by, disclosed to, known by, or made aware of to Employee as a result of the Employee’s employment with the Company, to the maximum extent permitted by this Agreement and the Laws in the State of Connecticut, and not to block the Employee’s ability to be skillfully employed. Employee acknowledges the reasonableness of this restrictive covenant and the reasonableness of the duration that are a part of this covenant. C. The Company recognizes that the Employee has had years of experience in the pharmaceutical, drug development, diagnostic and health care industry, and that concomitant with such experience is a network of personal and business relationships already established prior to employment with the Company, and nothing in Sections 7, 8 or 9 will limit the business or activities of Employee except for the restriction on disclosure of proprietary and confidential information set forth in Section 7 and independently developed by the Company, but limited to the extent that such information, and contacts have not been disclosed by the Company to third parties.

Non-Solicitation/Non-Compete. A. Employee recognizes In consideration of the numerous mutual promises contained herein between the Company and acknowledges that Employee, Employee, for his/her or himself/herself and for or on behalf of any person or business entity in the any state in which the Company does business during Employee’s employment (the Employee will have access to, learn, be provided with, and, “Non-Compete Jurisdiction”) engage in some cases, will prepare any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and create certain confidential proprietary business information, including, but not limited to, client and customer information and customer lists, all of which are of substantial value to the Company’s business. The Employee agrees that in addition to any other limitation, for a period of twenty four 12 months thereafter, said Employee shall not (24i) months after solicit any business from any customers or accounts of the termination Employer. The Employee shall not assist any third parties in soliciting the business of employment hereunder by him any customers or for any reason by accounts of the CompanyEmployer; and, the Employee will not(ii) directly or indirectly, on his his/her own behalf or on behalf of any other personperson or entity, firmwhether as an owner, director, officer, partner, employee, agent or corporationconsultant, call for pay or otherwise, render services to or engage with any person or entity (or on any Employee’s own behalf, if the Employee is self-employed) that is engaged in the same business of the Company’s, or that of any of its affiliates or subsidiaries, customers, investors, analysts, investment bankers, brokers, or other persons or businesses with which the Company and/ or its subsidiaries or affiliates had communicated, solicited investment, or solicited for any business purposes, for the purpose of soliciting and/or providing to any of these customers any non-public information relating to the Company’s business, nor will the shall Employee become interested in any waysuch business, directly or indirectly, for himselfas an individual, or on behalf of any other person, firm, or corporation competing with the Company, solicit, divert, or take away any customers of the Company, its affiliates, or its subsidiaries. In the event of an actual or threatened breach by the Employee of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the Employee from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee. B. During the course of employment and for a period of two (2) years from the date of termination of this Agreement either by Employee or the Company, with our without Cause, Employee shall not, directly or indirectly, individually or on behalf of persons not now parties to this agreement, or as a partner, stockholdershareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other capacity relationship or relationshipcapacity; provided, engage however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any business or employmentcorporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or aid or endeavor to assist participate in soliciting any business or legal entity to engage in a business utilizing technology or other products or businesses that directly compete with individual who is employed by the Company’s then current . b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer sales and / or products in development (as of termination)the Employer, written consent of the Employer must be obtained. The Parties agree Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the intent geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Agreement is Section 6 are reasonable and are no broader than are necessary to protect the Company from unfair competition by the use legitimate business interests of the Company’s proprietary information that is used by, disclosed to, known by, or made aware of to Employee as a result of the Employee’s employment with the Company, to the maximum extent permitted by this Agreement and the Laws in the State of Connecticut, and not to block the Employee’s ability to be skillfully employed. Employee acknowledges the reasonableness of this restrictive covenant and the reasonableness of the duration that are a part of this covenant. C. The Company recognizes that the Employee has had years of experience in the pharmaceutical, drug development, diagnostic and health care industry, and that concomitant with such experience is a network of personal and business relationships already established prior to employment with the Company, and nothing in Sections 7, 8 or 9 will limit the business or activities of Employee except for the restriction on disclosure of proprietary and confidential information set forth in Section 7 and independently developed by the Company, but limited to the extent that such information, and contacts have not been disclosed by the Company to third parties.

Non-Solicitation/Non-Compete. A. Employee recognizes In consideration of the numerous mutual promises contained herein between the Company and acknowledges that Employee, Employee, for himself and for or on behalf of any person or business entity in any state in which the Company provides services to a customer of the Company during Employee’s employment agrees that: a. Upon the Employee will have access to, learn, be provided with, and, in some cases, will prepare Employee’s termination of his employment with the Employer (voluntary or involuntary) and create certain confidential proprietary business information, including, but not limited to, client and customer information and customer lists, all of which are of substantial value to the Company’s business. The Employee agrees that in addition to any other limitation, for a period of twenty four 12 months thereafter (24) months after the termination “Restriction Period”), Employee shall not solicit any business from any customers or accounts of employment hereunder by him or the Employer for any reason by the Companypurposes of providing them services that are the Same Business (as defined below). During the Restriction Period, the Employee will notshall not (i) assist any third parties in soliciting the business of any customers or accounts of the Employer for the purposes or providing them services that are the Same Business; and, (ii) directly or indirectly, on his own behalf or on behalf of any other personperson or entity, firmwhether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee’s own behalf, if the Employee is self-employed) that is engaged in the Same Business, or corporation, call on any of the Company’s, or that of any of its affiliates or subsidiaries, customers, investors, analysts, investment bankers, brokers, or other persons or businesses with which the Company and/ or its subsidiaries or affiliates had communicated, solicited investment, or solicited for any business purposes, for the purpose of soliciting and/or providing to any of these customers any non-public information relating to the Company’s business, nor will the Employee become interested in any waysuch business, directly or indirectly, for himselfas an individual, or on behalf of any other person, firm, or corporation competing with the Company, solicit, divert, or take away any customers of the Company, its affiliates, or its subsidiaries. In the event of an actual or threatened breach by the Employee of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the Employee from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee. B. During the course of employment and for a period of two (2) years from the date of termination of this Agreement either by Employee or the Company, with our without Cause, Employee shall not, directly or indirectly, individually or on behalf of persons not now parties to this agreement, or as a partner, stockholdershareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other capacity relationship or relationshipcapacity; provided, engage however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any business or corporation. For a period of twelve (12) months following the date upon which Employee ceases being an employee of the Company, Employee shall not solicit for employment, induce for the purposes of employment, recruit for employment, or aid or endeavor to assist participate in soliciting for employment any business or legal entity to engage in a business utilizing technology or other products or businesses that directly compete with the Company’s then current customer sales and / or products in development (as of termination). The Parties agree that the intent of this Agreement individual who is to protect the Company from unfair competition by the use of the Company’s proprietary information that is used by, disclosed to, known by, or made aware of to Employee as a result of the Employee’s employment with the Company, to the maximum extent permitted by this Agreement and the Laws in the State of Connecticut, and not to block the Employee’s ability to be skillfully employed. Employee acknowledges the reasonableness of this restrictive covenant and the reasonableness of the duration that are a part of this covenant. C. The Company recognizes that the Employee has had years of experience in the pharmaceutical, drug development, diagnostic and health care industry, and that concomitant with such experience is a network of personal and business relationships already established prior to employment with the Company, and nothing in Sections 7, 8 or 9 will limit the business or activities of Employee except for the restriction on disclosure of proprietary and confidential information set forth in Section 7 and independently developed employed by the Company. For purposes hereof, but limited to “Same Business” means the extent that such informationbusiness of: providing cannabis wholesale or retail product sales, cannabis cultivation, cannabis production, cannabis manufacturing and contacts have not been disclosed by the Company to third partiesextraction.

Non-Solicitation/Non-Compete. A. Employee recognizes In consideration of the numerous mutual promises contained herein between the Company and acknowledges that Employee, Employee, for his/her or himself/herself and for or on behalf of any person or business entity in the any state in which the Company does business during Employee's employment (the Employee will have access to, learn, be provided with, and, "Non-Compete Jurisdiction") engage in some cases, will prepare any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and create certain confidential proprietary business information, including, but not limited to, client and customer information and customer lists, all of which are of substantial value to the Company’s business. The Employee agrees that in addition to any other limitation, for a period of twenty four 12 months thereafter, said Employee shall not (24i) months after solicit any business from any customers or accounts of the termination Employer. The Employee shall not assist any third parties in soliciting the business of employment hereunder by him any customers or for any reason by accounts of the CompanyEmployer; and, the Employee will not(ii) directly or indirectly, on his his/her own behalf or on behalf of any other personperson or entity, firmwhether as an owner, director, officer, partner, employee, agent or corporationconsultant, call for pay or otherwise, render services to or engage with any person or entity (or on any Employee's own behalf, if the Employee is self-employed) that is engaged in the same business of the Company’s, or that of any of its affiliates or subsidiaries, customers, investors, analysts, investment bankers, brokers, or other persons or businesses with which the Company and/ or its subsidiaries or affiliates had communicated, solicited investment, or solicited for any business purposes, for the purpose of soliciting and/or providing to any of these customers any non-public information relating to the Company’s business, nor will the shall Employee become interested in any waysuch business, directly or indirectly, for himselfas an individual, or on behalf of any other person, firm, or corporation competing with the Company, solicit, divert, or take away any customers of the Company, its affiliates, or its subsidiaries. In the event of an actual or threatened breach by the Employee of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the Employee from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee. B. During the course of employment and for a period of two (2) years from the date of termination of this Agreement either by Employee or the Company, with our without Cause, Employee shall not, directly or indirectly, individually or on behalf of persons not now parties to this agreement, or as a partner, stockholdershareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other capacity relationship or relationshipcapacity; provided, engage however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any business or employmentcorporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or aid or endeavor to assist participate in soliciting any business or legal entity to engage in a business utilizing technology or other products or businesses that directly compete with individual who is employed by the Company’s then current . b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer sales and / or products in development (as of termination)the Employer, written consent of the Employer must be obtained. The Parties agree Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the intent geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Agreement is Section 6 are reasonable and are no broader than are necessary to protect the Company from unfair competition by the use legitimate business interests of the Company’s proprietary information that is used by, disclosed to, known by, or made aware of to Employee as a result of the Employee’s employment with the Company, to the maximum extent permitted by this Agreement and the Laws in the State of Connecticut, and not to block the Employee’s ability to be skillfully employed. Employee acknowledges the reasonableness of this restrictive covenant and the reasonableness of the duration that are a part of this covenant. C. The Company recognizes that the Employee has had years of experience in the pharmaceutical, drug development, diagnostic and health care industry, and that concomitant with such experience is a network of personal and business relationships already established prior to employment with the Company, and nothing in Sections 7, 8 or 9 will limit the business or activities of Employee except for the restriction on disclosure of proprietary and confidential information set forth in Section 7 and independently developed by the Company, but limited to the extent that such information, and contacts have not been disclosed by the Company to third parties.