Common use of Non-Solicitation of Customers and Employees Clause in Contracts

Non-Solicitation of Customers and Employees. Associate will be called upon to work closely with employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates in performing services for the Company and its Affiliates. All non-public information about such employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates that becomes known to Associate during the course of Associate’s employment with the Company and its Affiliates, and which would not have become known to Associate but for Associate’s employment with the Company and its Affiliates, including, but not limited to, compensation or commission structure, is Confidential Information and shall not be used by Associate in soliciting employees, consultants, independent contractors, agents or other service providers of the Company and its Affiliates for employment at any time during or within one year after termination of Associate’s employment with the Company and its Affiliates. During Associate’s employment and for one year following the termination of Associate’s employment with the Company and its Affiliates, Associate shall not, except in performing its duties for the Company and its Affiliates, either directly or indirectly: (i) solicit in competition with the Company or its Affiliates the business of any of the clients or customers of the Company or its Affiliates, (a) with whom Associate had contact during the one-year period immediately preceding the breach of this Agreement and (b) with whom Associate would not have had contact but for Associate’s employment with the Company and its Affiliates; or (ii) ask, encourage or otherwise solicit any employees, consultants, independent contractors, agents or other service providers of the Company or its Affiliates with whom Associate had contact during the one-year period immediately preceding the breach of this Agreement to leave employment with the Company or its Affiliates. Associate further agrees to make any subsequent employer aware of this non-solicitation obligation.

Non-Solicitation of Customers and Employees. Associate Optionee will be called upon to work closely with employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates in performing services for the Company and its Affiliates. All non-public information about such employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates that becomes known to Associate Optionee during the course of AssociateOptionee’s employment with the Company and its Affiliates, and which would not have become known to Associate Optionee but for AssociateOptionee’s employment with the Company and its Affiliates, including, but not limited to, compensation or commission structure, is Confidential Information and shall not be used by Associate Optionee in soliciting employees, consultants, independent contractors, agents or other service providers of the Company and its Affiliates for employment at any time during or within one year after termination of AssociateOptionee’s employment with the Company and its Affiliates. During AssociateOptionee’s employment and for one year following the termination of AssociateOptionee’s employment with the Company and its Affiliates, Associate Optionee shall not, except in performing its duties for the Company and its Affiliates, either directly or indirectly: (i) solicit in competition with the Company or its Affiliates the business of any of the clients or customers of the Company or its Affiliates, (a) with whom Associate Optionee had contact during the one-year period immediately preceding the breach of this Agreement and (b) with whom Associate Optionee would not have had contact but for AssociateOptionee’s employment with the Company and its Affiliates; or (ii) ask, encourage or otherwise solicit any employees, consultants, independent contractors, agents or other service providers of the Company or its Affiliates with whom Associate Optionee had contact during the one-year period immediately preceding the breach of this Agreement to leave employment with the Company or its Affiliates. Associate Optionee further agrees to make any subsequent employer aware of this non-solicitation obligation.

Non-Solicitation of Customers and Employees. Associate will be called upon to work closely with employees(a) Employee acknowledges and agrees that, consultants, independent contractors, agents and other service providers of the Company and its Affiliates in performing services for the Company and its Affiliates. All non-public information about such employees, consultants, independent contractors, agents and other service providers of the Company and its Affiliates that becomes known to Associate during the course of AssociateEmployee’s employment by the Company, Employee may come into contact with and become aware of some, most, or all of the Company’s customers and employees, past, present, and prospective, and their names and addresses, as well as other information about the customers and employees not publicly available. Employee further acknowledges and agrees that the loss of such customers and employees may cause the Company great and irreparable harm. (b) Consequently, Employee covenants and agrees that, if Employee’s employment with the Company and terminates, whether such termination is voluntary or involuntary, Employee will not, for a period of one (1) year following such termination, directly or indirectly (whether as an individual for Employee’s own account, or as a partner, joint venturer, employee, agent, consultant or sales representative, officer, director or shareholder of any entity or otherwise), solicit or attempt to solicit to do business that would compete with the Company in any of its Affiliatesor their material businesses, and which would not have become known including, without limitation, the research, design, development, identification, manufacture, marketing, or sales of targeted regional cancer or infectious disease drug delivery systems. (c) Employee also agrees that, for a period of one (1) year following termination of Employee’s employment with the Company, whether such termination is voluntary or involuntary, Employee will not, directly or indirectly (whether as an individual for Employee’s own account, or as a partner, joint venturer, employee, agent, consultant or sales representative, officer, director or shareholder of any entity or otherwise), solicit or attempt to Associate but for Associatesolicit any then current employee of the Company to leave employee’s employment with the Company and its Affiliatesto become employed by any person, includingfirm, but not limited tocorporation, compensation or commission structure, is Confidential Information and shall not be used by Associate in soliciting employees, consultants, independent contractors, agents or other service providers of the Company and its Affiliates for employment at any time during or within one year after termination of Associate’s employment with the Company and its Affiliates. During Associate’s employment and for one year following the termination of Associate’s employment with the Company and its Affiliates, Associate shall not, except in performing its duties for the Company and its Affiliates, either directly or indirectly: (i) solicit in competition with the Company or its Affiliates the business of any of the clients or customers of the Company or its Affiliates, (a) with whom Associate had contact during the one-year period immediately preceding the breach of this Agreement and (b) with whom Associate would not have had contact but for Associate’s employment with the Company and its Affiliates; or (ii) ask, encourage or otherwise solicit any employees, consultants, independent contractors, agents or other service providers of the Company or its Affiliates with whom Associate had contact during the one-year period immediately preceding the breach of this Agreement to leave employment with the Company or its Affiliates. Associate further agrees to make any subsequent employer aware of this non-solicitation obligationentity.