Common use of Non Solicitation Non Servicing Agreement and Protection of Confidential Information Clause in Contracts

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business and the industry in which the Company competes; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and places him in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through the later of (x) March 31, 2004 and (y) two years after the Date of Termination, he shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business and the industry in which the Company competes; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and places him in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through the later of (x) March 31, 2004 2002 and (y) two years after the Date of Termination, he shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the CompanyCompany (provided that this clause shall not apply to those employed in a junior administrative or secretarial position); or (iii) render to or for any client any services of the type rendered by the Company.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business and the industry in which the Company competes; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and places him in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through the later of (x) March 31April 30, 2004 2002 and (y) two years after the Date of Termination, he shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business and the industry in which the Company competes; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and places him in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through the later of (x) March 31November 1, 2004 and (y) 2003 or two years after the Date of Termination, he shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; Company or, (iii) render to or for any client any services of the type rendered by the Company.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) that the highly competitive nature of the Company's business and the industry in which the Company competescompetes is highly competitive; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Companyclients, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and places him in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) belowhereof) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is a legitimate interest of the Company, and reasonable and necessary for the protection of the confidential information, goodwill and business of the Company Company, which is valuable to the Company, that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and for the two year period thereafter through (such period being referred to as the later of (x) March 31, 2004 and (y) two years after the Date of Termination"Restricted Period"), he shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his the Executive's efforts; or (ii) employ as an employee or retain as a consultant any person person, firm or entity who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone any person, firm or entity other than the Company; or (iii) render to or for any client any services of the type which are rendered by the Company.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business of the Group and the industry in which the Company Group competes; (ii) that as a key executive the President and Chief Executive Officer of the Company he has participated in Group and will continue to participate in the servicing his prior position as Chief Executive Officer of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other thingsGGT, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the CompanyGroup, in which matters members of the Company has Group have a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and Group places him in a position of confidence and trust with the clients and employees of members of the CompanyGroup; and (iv) that his rendering of services to the clients of the Company Group necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Companymembers of the Group. In the course of the Executive's employment with the CompanyCompany and GGT, the Executive has and will continue to develop a personal relationship with the clients of members of the Company Group and a knowledge of those clients' affairs and requirements, and that the relationship of members of the Company Group with its their established clientele has been and will continue to therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company Group that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through the later of longer of: (x) March 31, 2004 the Severance Period and (y) two years after the Date of Termination, Termination he shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by members of the Company Group or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with any member of the CompanyGroup, whether or not the relationship between such member of the Company Group and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to a member of the CompanyGroup, or persuade or attempt to persuade any employee of or exclusive consultant to a member of the Company Group to leave the employ of the Company such member or to become employed as an employee or retained as a consultant by anyone other than another member of the CompanyGroup; or (iii) render to or for any client any services of the type rendered by members of the CompanyGroup.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business and the industry in which the Company competes; (ii) that as a key executive of the Company Quadris he has participated in and as a key executive of the Company he will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with Quadris placed and his position with the Company placed and places will place him in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Company. In the course of the Executive's employment with Quadris and the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through the later of (x) March 31, 2004 2002 and (y) two years after the Date of Termination, he shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed (or proposed to be performed, within the limitations set forth below) by the Company for such client or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any such employee of or such exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any professional services of the type rendered (or proposed to be rendered, within the limitations set forth below) by the CompanyCompany to or for such client. It is expressly acknowledged and agreed that the Executive may be employed by or provide consulting services to or have an ownership interest in, any person, business or enterprise which undertakes any of the foregoing activities provided that the Executive does not directly participate in such activities and that no person who directly reports to him participates in such activities. It is further acknowledged and agreed that the limitation against rendering professional services shall not limit the Executive's ability to sell or license products.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business and the industry in which the Company competes; (ii) that as a key executive of the Company he she has participated in and will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his her employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his her position with the Company placed and places him her in a position of confidence and trust with the clients and employees of the Company; and (iv) that his her rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he she is employed by the Company and thereafter through the later of (x) March 31, 2004 2002 and (y) two years after the Date of Termination, he she shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his her ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his her efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business and the industry in which the Company competes; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and places him in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through the later of (x) March October 31, 2004 2002 and (y) two years after the Date of Termination, he shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) that the highly competitive nature of the Company's business and the industry in which the Company competescompetes is highly competitive; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients of the Company Clients (as hereinafter defined) and/or the solicitation of prospective clients of the CompanyClients, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "“know-how" ” and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and places him in a position of confidence and trust with the clients Clients and employees of the Company; and (iv) that his rendering of services to the clients Clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) belowhereof) and trade secrets of the Company. In the course of the Executive's ’s employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company Clients and a knowledge of those clients' Clients’ affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to therefore be placed in the Executive's ’s hands in confidence and trust. The Executive consequently agrees that it is a legitimate interest of the Company, and reasonable and necessary for the protection of the confidential information, goodwill and business of the Company Company, which are valuable assets of the Company, that the Executive make the covenants contained herein herein, and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through for the later of (x) March 31, 2004 and (y) two years one year period after the Date of TerminationTermination (such period being referred to as the “Restricted Period”), he shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client Client business of the type performed by the Company or to persuade any client Client to cease to do business or to reduce the amount of business which any such client Client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client Client was originally established in whole or in part through his the Executive’s efforts; or (ii) employ as an employee or retain as a consultant any person anyone who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client Client any services of the type which are rendered by the Company.. EXECUTION COPY

Non Solicitation Non Servicing Agreement and Protection of Confidential Information. (a) The Executive acknowledges (i) the highly competitive nature of the Company's business and the industry in which the Company competes; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients of the Company and/or the solicitation of prospective clients of the Company, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company placed and places him in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in paragraph 8(b) below) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and that the relationship of the Company with its established clientele has been and will continue to be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is reasonable and necessary for the protection of the confidential information, goodwill and business of the Company that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and thereafter through the later of (x) March 31, 2004 2002 and (y) two years after the Date of Termination, he shall not, as an individual, consultant, partner, shareholder, employee or in any other capacity whatsoever, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company: (i) attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; or (ii) employ as an employee or retain as a consultant any person who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by anyone other than the Company; or (iii) render to or for any client any services of the type rendered by the Company.