Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (a) During the three (3) year-period following the consummation of the First Tranche (the “Non-Solicitation Period”), in further consideration of the amounts to be paid pursuant to the Tranches Agreements, Xxxxxx shall not, and shall cause its Affiliates not to, directly or indirectly, alone or in concert with others, without the prior written consent of Purchaser (which consent may be withheld for any reason), (i) Employee specifically acknowledges hire or solicit for employment any employee of the Company or its Subsidiaries, (ii) induce or encourage any such employee to no longer be employed by the Company or its Subsidiaries, (iii) solicit any customer of the Company or its Subsidiaries, or (iv) intentionally interfere with the business relationships between the Company or its Subsidiaries and any of its customers or suppliers; provided, however, that the Confidential Information described nothing in this Section 8 includes confidential data pertaining to current and prospective 4 shall prohibit Xxxxxx, or any of Xxxxxx’x Affiliates, from (w) soliciting any customers and dealers of the CompanyCompany or its Subsidiaries on behalf of MUSE Group, that such data is a valuable and unique asset Inc., Endurance Management LLC or related to real estate ventures (each of the Company’s business and that foregoing, “Permitted Ventures”), (x) engaging in general solicitations to the success public or failure general advertising not targeted at employees of the Company’s specialized business is dependent in large part upon Company or its Subsidiaries, (y) soliciting or hiring any employee whose employment has been terminated by the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet Company or its Subsidiaries following the requirements of such customers and dealers. Therefore, during Employee’s Effective Date or (z) soliciting or hiring any employee whose employment with the Company has been terminated by the employee following the Effective Date (but only after at least one hundred and for eighty (180) days have passed since the twelve (12) months following date of termination of employment for any reason, Employee agrees that Employee will not, except on behalf such employment). (b) The restrictions set forth in this Section 4 shall apply only to customers or suppliers of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee which Xxxxxx had material contact or supervisor responsibility during the last twenty-four (24) months preceding Employee’s termination of employment Xxxxxx’x involvement with the Company. For purposes of this Agreement, “material contact” means contact between Xxxxxx and each customer or about supplier (A) with whom or which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents Xxxxxx dealt on behalf of the Company, and Employee further agrees that during Employee’s employment ; (B) whose dealings with the Company and for were coordinated or supervised by Xxxxxx; (C) about whom Xxxxxx obtained confidential information in the twelve (12) months following termination ordinary course of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf business as a result of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their Xxxxxx’x employment or agency involvement with the Company, except with the Company’s express written consent. ; or (iiiD) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of who receives products or services authorized by the Company, and Employee agrees that during Employee’s employment with the Company and sale or provision of which results or resulted in compensation, commissions, or earnings for the twelve Xxxxxx within twenty-four (1224) months following prior to the date of Xxxxxx’x termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companyemployment. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically During the Restriction Period, provided that there shall not have occurred and be continuing any material non-compliance by the Company with its obligations under this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of any person, firm or other entity, solicit, induce or encourage any person to leave her/his employment, agency or office with the Xxxxxx Entities. During the Restriction Period, provided that there shall not have occurred and be continuing any material non-compliance by the Company with its obligations under this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of any person, firm or other entity, hire or retain or participate in hiring or retaining any person who then is an employee of or agent for the Xxxxxx Entities or any person who has been an employee of or agent for the Xxxxxx Entities at any time in the 90 days prior to termination of Executive’s employment, unless the Company is informed and gives its approval in writing prior to the hiring or retention. Given Executive’s office and his participation in the development, sales, marketing, servicing and provision of the Xxxxxx Entities’ Products, Systems and Services, Executive acknowledges that Executive has and will learn or develop Confidential Information relating to the development, sales, marketing, servicing or provision of the Xxxxxx Entities’ Products, Systems and Services, and the Xxxxxx Entities’ customers and prospective customers. Executive further acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working Xxxxxx Entities’ relationships with such its customers and dealers and have substantial value to develop proposals which are specifically designed to meet the requirements of such customers and dealersXxxxxx Entities. Therefore, during Employeethe Restriction Period, provided that there shall not have occurred and be continuing any material non-compliance by the Company with its obligations under this Agreement, Executive shall not, directly or indirectly, for himself or on behalf of any person, firm or other entity, solicit or sell, attempt to sell, or supervise, participate in, or assist the sale or solicitation of Competitive Products and Systems to any person, firm or other entity to which the Xxxxxx Entities sold any of the Xxxxxx Entities’ Products, Systems and Services during the last two (2) years of Executive’s employment with the Company and for prior to the twelve (12effective date of termination. However, this Section 7(c) months following termination shall not prohibit the solicitation of employment for any reason, Employee agrees that Employee will not, except on behalf actual or potential customer of the Company or with Xxxxxx Entities which does not fall within the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24preceding description. This Section 7(c) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents is independent of the Company, obligations of confidentiality under this Agreement and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination non-compete provisions of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consentthis Agreement. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee specifically acknowledges that During the Confidential Information described in term of this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the CompanyAgreement, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the a period of twelve (12) months following after the expiration or termination of employment for any reasonhereof, Employee agrees that Employee will Client and its affiliates shall not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf either for themselves or on behalf of any other firm, person or entity with respect entity, solicit to employ or employ any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility person who during the twenty-four preceding twelve (2412) months preceding Employeemonth period was known by Client or its affiliates to be in the employment of PINE or its affiliates without PINE’s termination prior written consent. This paragraph shall not prohibit Client or its affiliates from hiring an employee of employment PINE or about which Employee received its affiliates who answers any advertisement or had access to Confidential Informationwho otherwise voluntarily applies for hire without having been personally solicited by Client or its affiliates. (iib) Employee specifically acknowledges that During the Confidential Information described in term of this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the CompanyAgreement, and Employee further agrees that during Employee’s employment with the Company and for the a period of twelve (12) months following after the expiration or termination of employment for any reasonhereof, Employee will not PINE and its affiliates shall not, directly or indirectly solicitindirectly, on his own behalf either for itself or on behalf of any other firm, person or entity, the services of solicit to employ or employ any person who is an employee or agent of during the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the preceding twelve (12) months following termination month period was known by PINE or its affiliates to be in the employment of employment Client or its affiliates without Client’s prior written consent. This paragraph shall not prohibit PINE or its affiliates from hiring an employee of Client or its affiliates who answers any advertisement or who otherwise voluntarily applies for any reason, Employee will not directly hire without having been personally solicited by PINE or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companyits affiliates. (ivc) Employee further agrees PINE and Client acknowledge and agree that, during Employee’s employment with due to the Company uniqueness of the Services to be provided by, and access of, their respective employees, and the confidential nature of the information such employees will possess, the covenants set forth herein are reasonable and necessary for the twelve protection of their business and goodwill. PINE and Client expressly acknowledge the importance to each of the covenants set forth in this Section 13 and recognize that each of them would not enter into this Agreement and/or would not permit the access to its services, records or confidential information without the other’s consent hereto. (12d) months following The obligations of this Section 13 shall survive termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationshipsthis Agreement.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s relationships with its customers, employees, and other business associations are among Company’s most important assets and that the success or failure developing, maintaining, and continuing such relationships is one of the Company’s specialized business is dependent in large part highest priorities. Employee further understands Employee will be relied upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers develop and to develop proposals which are specifically designed to meet maintain such relationships on behalf of Company throughout the requirements course of such customers and dealers. Therefore, during Employee’s employment with Company. (ii) Employee agrees that for a period of 12 months after the Company and for the twelve (12) months following termination of Employee’s employment with Company for any reason, Employee agrees that (1) will not employ, hire, or respond to any inquiry from any individual who is an employee of Company at the time Employee executes this Agreement or at any time thereafter; (2) will not, except on behalf of the Company or with the Company’s express written consent, solicitnot assist, either directly or indirectly, on his own behalf in the employment or on behalf hiring of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person individual who is an employee of Company at the time Employee executes this Agreement or agent at any time thereafter; and/or (3) will not recruit, solicit, or induce, or attempt to recruit, solicit, or induce any individual who is an employee of Company at the Company time Employee executes this Agreement or solicit at any of the Company’s employees or agents time thereafter to terminate their his/her employment with, or agency with the Companyotherwise cease a relationship with, except with the Company’s express written consentCompany for any reason. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during for a period of 12 months after the termination of Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee (1) will not directly have any business relation with any customers, licensors, or indirectly solicitaccounts of Company or any prospective customers, on his own behalf licensors, or accounts of Company other than on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i)and (2) will not solicit, divert, or terminating take away, or materially changing such vendor’s attempt to divert, solicit, or supplier’s relationship take away, the business or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination patronage of employment for any reason, Employee will do nothing to interfere with any of the customers, licensors, or accounts of Company or any of the prospective customers, licensors, or accounts of Company’s business relationships.

Non-Solicitation. (ia) Employee Executive specifically acknowledges that the Confidential Information described in this Section 8 6.1 includes confidential and trade secret data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express prior written consent, solicitExecutive is prohibited from soliciting, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any all such customers and dealers with whom Employee Executive had contact or supervisor responsibility during the twenty-four (24) months preceding EmployeeExecutive’s termination of employment or about which Employee received or had access to Confidential Informationemployment. (iib) Employee Executive specifically acknowledges that the Confidential Information described in this Section 8 6.1 also includes confidential and trade secret data pertaining to current and prospective employees and agents of the Company, and Employee Executive further agrees that during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iiic) Employee Executive specifically acknowledges that the Confidential Information described in this Section 8 6.1 also includes confidential and trade secret data pertaining to current and prospective vendors and suppliers of the Company, and Employee Executive agrees that during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that competitors of the Company, as described in Section 8(c)(i8.2(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (ivd) Employee Executive further agrees that, during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Executive will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during During Employee’s employment with Employer and for a period of two (2) years after the Company later of (1) the expiration of this Agreement, or (2) the termination of Employee’s employment with Employer for any or no reason and by either party hereto, Employee shall not directly or indirectly engage in any of the following activities other than on behalf of and for the twelve benefit of Employer: (12i) months following termination Solicit the employment of employment for any reasonperson who is employed with Employer on a full or part-time basis either as an employee or independent contractor, specifically excluding those parties with whom Employee agrees that Employee will nothad a direct, except on behalf preexisting relationship of the Company or with the Company’s express written consentany kind prior to execution of this Agreement; or (ii) Solicit, solicit, either directly or indirectly, on his own behalf business from any clients, customers or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee Employer has had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that direct business dealings during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not Employer in a manner which directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency competes with the Company, except with the Company’s express written consent. (iii) business of Employer. Employer and Employee specifically acknowledges agree and stipulate that the Confidential Information described requirements and obligations of Employee set forth in this Section 8 also includes confidential data pertaining to current 8(n) are fair and prospective vendors and suppliers reasonably necessary for the protection of the Company, its goodwill, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination other protectable interests of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that Employer. Because of the Company, difficulty of measuring economic losses to Employer as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with a result of the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination breach of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationshipsforegoing obligations of Employee and because of the immediate and irreparable damage which would be caused to Employer for which it would have no adequate remedy, Employer and Employee agree that in the event of a breach by Employee of any of the obligations or requirements of Employee as set forth in this Section 8(n), said obligations or requirements may be enforced by Employer by injunction and restraining orders. Notwithstanding the foregoing, the obligations or requirements set forth in this Section 8(n) shall not apply to Employee with regard to any person or entity with whom Employee had a direct, preexisting relationship of any kind prior to execution of this Agreement.

Non-Solicitation. The Consultant agrees and covenants that, during the Term, the Consultant will not, and will cause the Consultant’s Affiliates not to, without the prior written consent of Parent, directly or indirectly: (a) (i) Employee specifically acknowledges that solicit, knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any customer with whom the Confidential Information described Company or its Subsidiaries was engaged in this Section 8 includes confidential data pertaining a contractual relationship, or substantive discussions or proposal negotiations, in each case as of the Effective Time, with respect to current and the Business to cease doing business with the Company, Parent or any of their Subsidiaries with respect to the Business within the Territory; or (ii) otherwise knowingly interfere with, impair or damage the Company’s, Parent’s or their respective Subsidiaries’ relationship with any customers or prospective customers of the Business; (b) (i) solicit, knowingly encourage or induce, or attempt to solicit, knowingly encourage or induce, any suppliers, licensees or business relations, or prospective suppliers, licensees or business relations with whom the Company or its Subsidiaries was engaged in a contractual relationship, or substantive discussions or proposal negotiations, in each case as of the Effective Time, with respect to the Business of the Company and dealers its Subsidiaries to cease doing business with the Company, Parent or their respective Subsidiaries with respect to the Business within the Territory; or (ii) otherwise knowingly interfere with, impair or damage the Company’s, Parent’s or their respective Subsidiaries’ relationship with any supplier, licensee or business relation of the Business; or (c) solicit, encourage or induce, or attempt to solicit or induce, or assist any other Person in so soliciting, encouraging or inducing, any employee, consultant or independent contractor that was engaged by the Company or its Subsidiaries as of the Effective Time to terminate or breach an employment, contractual or other relationship with the Company, Parent or their respective Subsidiaries; provided however, this clause (c) shall not prohibit the Consultant or any of his Affiliates from soliciting or hiring any person who responds to a general advertisement or solicitation, including but not limited to advertisements or solicitations through newspapers, trade publications, periodicals, radio or internet database, or efforts by any recruiting or employment agencies, not specifically directed at employees of the Company, that such data is a valuable and unique asset of the Company’s business and that the success Parent or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Informationtheir respective Subsidiaries. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Informationemployment. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee specifically Executive acknowledges that the Confidential Information described in this Section 8 includes Company, its subsidiaries and its Affiliates have expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee, client and customer relationships and goodwill to build an effective organization. Executive acknowledges that Executive is and shall become familiar with the confidential data pertaining to current and prospective customers and dealers information of the Company, its subsidiaries and its Affiliates, including trade secrets, and that such data is Executive’s services are of special, unique and extraordinary value to the Company. Executive acknowledges that the consummation of transactions and compensation offered pursuant to the Purchase Agreement and the opportunities of employment and compensation offered under this Agreement are adequate consideration for the covenants contained in this Section 4. Executive acknowledges that the Company and each of its subsidiaries and Affiliates and their respective successors, assigns and nominees, has a valuable legitimate business interest and unique asset right in protecting its confidential information, business, strategies, employee, client and customer relationships and goodwill, and that each of the Company’s , its subsidiaries and Affiliates and their respective successors, assigns and nominees would be seriously damaged by the disclosure of confidential information and the loss or deterioration of its business strategies, employee and that customer relationships and goodwill. (b) For so long as Executive is employed by Company or any of its subsidiaries or Affiliates and for a period of two (2) years thereafter: (i) Subject to Section 4(b)(iii) below, Executive shall not within the success Territory, directly or failure indirectly (whether as a founder, owner, partner, officer, director, employee, trustee, agent, advisor, principal, substantial equity holder, contractor, consultant or other representative), solicit or accept or perform any business which is similar to, or in competition with, the businesses in which the Company or any of its subsidiaries or Affiliates is currently engaged or engages (the Company’s specialized business is dependent in large part upon “Business”) during the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements period of such customers and dealers. Therefore, during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for from any reason, Employee agrees that Employee will not, except on behalf Person who is or was a client or customer of the Company during the Term or otherwise interfere with the Company’s express written consent, solicit, either directly relationship with any Person who is or indirectly, on his own behalf was a client or on behalf customer of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility the Company during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information.Term; (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve Executive shall not (12x) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf recruit or on behalf of hire any other person or entity, the services of any person who is an employee or agent Executives of the Company or solicit any of its subsidiaries or Affiliates, or any independent contractors, consultants or advisors that are engaged by the Company’s employees Company or agents any of its subsidiaries or Affiliates, in each case who were employees, independent contractors, consultants or advisors of the Company or any of its subsidiaries or Affiliates at any time during the Term; (y) solicit or encourage any employees, independent contractors, consultants or advisors to terminate their leave the employment of or agency engagement with the Company, except Company or any of its subsidiaries or Affiliates; or (z) intentionally interfere with the Company’s express written consentrelationship of the Company or any of its subsidiaries or Affiliates with any employees, independent contractors, consultants or advisors. (iiic) Employee specifically Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the Confidential Information described restraints imposed upon Executive by this Agreement, and is in full accord as to the necessity of such restraints for the reasonable and proper protection of the confidential information, business strategies, intellectual property, employee and customer relationships and goodwill of the Company and its subsidiaries and Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter and time period. Executive expressly acknowledges and agrees that the restraints imposed by this Agreement will not prevent him from earning a livelihood. Executive agrees to comply with each of the covenants contained in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment 4 in accordance with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companytheir terms. (ivd) Employee further All agreements, covenants and provisions of this Section 4 constitute a series of separate covenants. If any provision hereof is determined to be unenforceable, the same shall be deemed deleted, but only with respect to the operation of this Section 4 in the particular jurisdiction in which such determination is made. The foregoing notwithstanding, if any provision hereof is determined to be unenforceable because of its scope in terms of territory or duration in time of business activities, but may be enforceable by reason of limitations thereon, such limitations may be imposed so that such provision, as limited, will be enforceable to the fullest extent permissible under the law applied consistent with public policy in the applicable jurisdiction. Executive hereby understands and agrees thatthat any violation of this Section 4 may not be susceptible to an award for damages and, during Employee’s employment with accordingly, that relief for any such violation by Executive may be the subject of an injunction issued by a court of competent jurisdiction. If any such action is brought by the Company and to enforce, or seek damages for the twelve violation of, the provisions of this Section 4, the unsuccessful party in such litigation shall pay to the successful party all costs and expenses, including reasonable attorneys’ fees, incurred therein by such successful party and such costs, expenses and attorneys’ fees shall be included in and as a part of such judgment or award; and the determination by the judge in such action shall be conclusive on the matter of which party is successful for purposes hereof. (12e) months following termination Executive will not be deemed to have breached his obligations under this Section 4 if Executive owns, directly or indirectly, solely as an investment, securities of employment for any reasonPerson if he (i) is not a controlling person of, Employee will do nothing to interfere with or a member of a group which controls, such Person or (ii) does not, directly or indirectly, own more than ten percent (10%) of any class of the Company’s business relationshipssecurities of such Person.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current A. The Executive hereby covenants and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee for a period of one (1) year from the Date of Termination, Executive will not, except on behalf of the Company or with the Company’s express written consent, solicit, either not directly or indirectly, on his own behalf or on behalf of in any other person individual or entity with respect to any similar or competitive products or servicesrepresentative capacity, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company request or solicit any of the Company’s Clients to withdraw, curtail, cancel, or decrease the level of their business with the Company or request that they do business with any Competing Business. The Company’s Clients are any person or entity: (i) for whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, provided Company’s Services and with whom Executive had material contact; (ii) about whom Executive had Confidential Information; and/or (iii) with respect to whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, held supervisory, managerial, and/or oversight responsibilities for the provision of Company’s services. B. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company’s Prospective Clients (defined as any person or entity who both (i) has been directly solicited to become a customer of the Company, and (ii) with whom Executive had material contact or about whom Executive has knowledge of such solicitation, within the 12-month period prior to the time Executive’s employment with the Company terminates) to forgo doing business with the Company or request that such prospective customer or client do business with any Competing Business. C. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly hire or solicit for employment for any other business entity other than the Company (whether as an employee, consultant, independent contractor, or otherwise) any person who is, or within the six (6)-month period preceding the date of such activity was, an employee, independent contractor or the like of the Company or any of its subsidiaries, unless Company gives its written consent to such offer of employment. Nothing herein shall prevent Executive, directly, or indirectly through the use of agents, employees or agents other representatives, from placing general advertisements in any widely-distributed media (such as newspapers, Internet postings, etc.) directed at the public at large (as opposed to directed specifically at the Company’s employees, contractors or the like that have the effect of inducing or influencing any of the Company’s employees, contractors, or the like to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during EmployeeD. The covenants set forth in this Section 9 and in Section 10 will survive the Executive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationshipsunder Section 7.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the CompanyGrantee agrees that, that such data while Xxxxxxx is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the employed by any System Company and for the twelve (12) 24 months following termination of employment for (or, if later, the last day Grantee is scheduled to receive cash severance payments from Grantee’s System Company Employer pursuant to any reasonseverance plan or other agreement), Employee agrees that Employee will except in the good faith performance of Xxxxxxx’s duties to the System Companies, Grantee shall not, except on behalf other than as authorized in writing by the Chief Executive Officer of the Company or with the Company’s express written consent, solicit, either : (i) directly or indirectly, solicit or seek to hire or identify for potential hiring (whether on his Grantee’s own behalf or on behalf of any other person person, entity or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24organization) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is at that time (or was during the prior six (6) months) an employee or agent consultant of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the System Company, except with or (ii) within the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the CompanyRestricted Territory, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicitsolicit the trade, on his own behalf business or on behalf patronage of any other person clients, customers or entityvendors or prospective clients, customers or vendors of any System Company vendor or supplier for the purpose of either providing to provide competing products or services or advise, or assist such clients, customers or vendors or prospective clients, customers or vendors to in any way modify their relationship with any System Company. This Section 15(c) shall not be violated by general advertising not targeted at the forgoing persons or entities. The non-solicitation for hire described in subsection 15(c)(i) shall not apply to solicitation of persons involuntarily terminated from System Company employment and shall only apply to persons or entities (1) who reported directly or indirectly to Grantee; (2) with whom Xxxxxxx had material contact while at a business competitive System Company; or (3) about whom or which Grantee possessed (A) information regarding quality of performance while they were employed by or performing services for a System Company, which information Grantee would not otherwise have except for the position Grantee held with a System Company, or (B) Confidential Information. Grantee further agrees that while Xxxxxxx is employed by any System Company and thereafter until the later of the end of the Non-Compete Period or the last day Grantee is scheduled to receive cash severance payments from any System Company, as described in Section 8(c)(i)Grantee will not, directly or terminating indirectly, induce or materially changing such vendorencourage any third party, including any provider of goods or services to any System Company, to terminate or diminish its business relationship with any System Company; nor will Grantee take any other action that could, directly or indirectly, be detrimental to any System Company’s relationships with its providers of goods or supplier’s relationship services or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to other business affiliates or that could otherwise interfere with any of the System Company’s business relationshipsbusiness.

Non-Solicitation. (i) Employee specifically acknowledges that During the Confidential Information described in this Section 8 includes confidential data pertaining Non-Solicitation Period, to current and prospective customers and dealers of the Companyfullest extent permitted by law, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability Executive agrees not to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf indirectly engage in the following prohibited conduct: for or on behalf of any other Competitor or relating to any Competitive Products, solicit, offer products or services to, or accept orders from, or otherwise transact any competitive business with, any member of the Customer Base or any person or entity with respect to any similar or competitive products or servicesabout whom Executive possessed, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Trade Secret and Confidential Information. (ii) Employee ; attempt to entice or otherwise cause any third party to withdraw, curtail, or cease doing business with the Company, specifically acknowledges that including customers, vendors, and clients, especially when such activities will involve the inevitable use of, or near-certain influence by Executive’s knowledge of, Trade Secret and Confidential Information described in this Section 8 also includes confidential data pertaining disclosed to current and prospective employees and agents Executive during the course of employment with the Company; disclose to any person or entity the identities, contact information, or preferences of any customers of the Company, and Employee further agrees that during Employee’s employment or the identity of any other persons or entities having business dealings with the Company; induce any individual who has been employed by or has provided services to the Company and for within the twelve month (12-month) months following termination period immediately preceding Executive’s date of separation from the Company to terminate such relationship with the Company; assist, coordinate, or otherwise offer employment for to, accept employment inquiries from, or employ any reasonindividual who is or had been employed by the Company at any time within the twelve-month (12-month) period immediately preceding such offer or inquiry; communicate or indicate in any way to any customer, Employee will not client, or vendor of the Company, prior to Executive’s formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; or otherwise attempt to directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except interfere with the Company’s express written consent. (iii) Employee specifically business or its relationship with its employees, consultants, vendors, independent contractors, or customers. Executive acknowledges that the Confidential Information described in duration and obligations of this Section 8 also includes confidential data pertaining 9 are reasonably limited and necessary to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with protect the Company consistent with provisions of Colorado law relating to restrictive covenants and for the twelve (12) months following termination protection of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companytrade secrets. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i1) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers In recognition of the Company, that such data is a valuable and unique asset of close personal contact the Executive has or will have with the Company’s 's and its affiliates' trade secrets, confidential information, records and business relationships, and the position of trust in which the Company holds the Executive, the Executive further covenants and agrees that while the success or failure of the Company’s specialized business Executive is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with employed by the Company and for a period lasting for one (1) year following the cessation of the Executive's employment with the Company, the Executive will not, either for himself or an officer, director, employee, agent, representative, independent contractor or in any relationship to any person, partnership, corporation, or other entity (except the Company or its Affiliates or subsidiaries), solicit, directly or by assisting others, business from any of the Company's customers or clients with whom the Executive has had material contact (as defined below) during the twelve (12) months following termination month period preceding the date of employment for any reason, Employee agrees that Employee will not, except on behalf cessation of the Company or Executive's employment with the Company’s express written consent, solicit, either directly for the purpose of providing goods or indirectly, on his own behalf or on behalf of any other person or entity with respect services to any similar or competitive products or services, any such said customers and dealers with whom Employee had contact or supervisor responsibility during clients. For purposes of this Agreement, "material contact" exists between the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current Executive and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees 's customers or agents to terminate their employment clients (i) with whom the Executive actually dealt; or agency (ii) whose dealings with the CompanyCompany were handled, except with coordinated or supervised by the Company’s express written consent. Executive; or (iii) Employee specifically acknowledges that about whom the Confidential Information described Executive obtained confidential information in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers the ordinary course of business through the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency Executive's association with the Company. (iv2) Employee further The Executive covenants and agrees that, during Employee’s for a period ending on the second anniversary of the date on which the Executive's employment with the Company and for ceases, the twelve (12) months following termination of employment for Executive will not solicit, employ, engage or in any reasonmanner encourage any employee, Employee will do nothing to interfere with any broker or sales person of the Company’s , or any of its respective subsidiaries or affiliates to leave their employ for the employ of a person or entity which directly or indirectly competes with the Company, or any of its respective subsidiaries or affiliates. (3) The Executive covenants and agrees that, for a period ending on the second anniversary of the date on which the Executive's employment with the Company ceases, the Executive will not purchase for his own account any limited partnership units of partnerships that, on the date of purchase, are controlled directly or indirectly by the Company, except that the provisions of this sentence shall not be deemed breached merely because the Executive owns, immediately after a purchase, not more than one percent of the outstanding units. Should the Executive breach the foregoing sentence, all his options issued by the Company or any of its subsidiaries shall be cancelled and all of his restricted stock issued by the Company or any of its subsidiaries (whether or not then vested) which he then owns shall be forfeited. For purposes of this Section 6(a)(3), "purchase" shall mean the payment of cash only for such limited partnership units and shall not include payment of cash for interests in an entity whose assets consist in whole or in part of such limited partnership units. The Executive acknowledges that the foregoing provisions are intended to protect the Company's and its subsidiaries' and Affiliates' business relationshipsand customer contacts, not to prevent the Executive from pursuing a livelihood in the general area of his previous training, and they should be interpreted accordingly.

Non-Solicitation. (i) Employee specifically recognizes and acknowledges that NET-tel has a national and international market for its services, and that Employee's duties will be performed in, and will require him to come into contact with the national and international market. Employee acknowledges that this market is very competitive and that because of these factors and because of the Confidential Information described and customer lists which NET-tel has purchased or developed that have been or will be obtained by or disclosed to Employee, as well as the access Employee has or will have to NET-tel's subscribers, customers, and accounts, Employee will abide by the following conditions during his employment and for a term of one year after termination of this Agreement and Employee's employment thereunder, whether voluntary or involuntary. During this period, Employee will not directly or indirectly: (a) Induce or attempt to induce any employee of NET-tel to leave its employ; (b) Persuade or attempt to persuade any Subscriber of Corporation to cease doing business with the Corporation, to reduce the amount of business it does with the Corporation, or to do business with any other person, firm, or corporation that directly or indirectly engages in this Section 8 includes confidential data pertaining any business competitive to current and prospective customers and dealers that of the CompanyCorporation; (c) Persuade or attempt to persuade any potential Subscriber not to do business with the Corporation or to do business with any other company, person, or firm that such data is a valuable and unique asset directly or indirectly engages in any business competitive to that of the Company’s business and that Corporation. For the success purposes of this subparagraph 10(c), the term "potential Subscriber" includes any person, firm, or failure of corporation to which the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, Corporation made a presentation or otherwise actively solicited at any time during Employee’s employment with the Company and for the twelve (12) months following preceding the date of the termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Informationthis Agreement. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current A. The Executive hereby covenants and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee for a period of one (1) year from the Date of Termination, Executive will not, except on behalf of the Company or with the Company’s express written consent, solicit, either not directly or indirectly, on his own behalf or on behalf of in any other person individual or entity with respect to any similar or competitive products or servicesrepresentative capacity, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company request or solicit any of the Company’s Clients to withdraw, curtail, cancel, or decrease the level of their business with the Company or request that they do business with any Competing Business. The Company’s Clients are any person or entity: (i) for whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, provided Company’s Services and with whom Employee had material contact; (ii) about whom Executive had Confidential Information; and/or (iii) with respect to whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, held supervisory, managerial, and/or oversight responsibilities for the provision of Company’s services. B. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company’s Prospective Clients (defined as any person or entity who both (i) has been directly solicited to become a customer of the Company, and (ii) with whom Executive had material contact or about whom Executive has knowledge of such solicitation, within the 12-month period prior to the time Executive’s employment with the Company terminates) to forgo doing business with the Company or request that such prospective customer or client do business with any Competing Business. C. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly hire or solicit for employment for any other business entity other than the Company (whether as an employee, consultant, independent contractor, or otherwise) any person who is, or within the six (6)-month period preceding the date of such activity was, an employee, independent contractor or the like of the Company or any of its subsidiaries, unless Company gives its written consent to such offer of employment. Nothing herein shall prevent Executive, directly, or indirectly through the use of agents, employees or agents other representatives, from placing general advertisements in any widely-distributed media (such as newspapers, Internet postings, etc.) directed at the public at large (as opposed to directed specifically at the Company’s employees, contractors or the like that have the effect of inducing or influencing any of the Company’s employees, contractors, or the like to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during EmployeeD. The covenants set forth in this Section 9 will survive the Executive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationshipsunder Section 7.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee 12.1 Each Party agrees that Employee it will not, except on behalf of during the Company Term or with the Company’s express written consentwithin 12 months thereafter, solicit, either directly or indirectly: (a) solicit, on entice, encourage or induce any employee or contract staff of the other Party, or its Affiliates, to leave his own behalf or her employment or engagement with, or withdraw from, such other Party or its Affiliates; (b) hire any employee of the other Party or its Affiliates (provided that no Party will be in breach of this Section 12.1 if an employee of the other Party responds to a general advertisement placed by the Party or any other person, which advertisement is placed in a trade journal or other publication of general circulation or on behalf of any other person or entity a website); [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions (c) solicit, entice, encourage or induce any similar customer or competitive products prospective customer of the other Party or servicesits Affiliates, to refrain from or cease doing business with such other Party or its Affiliates or otherwise divert or attempt to divert any business away from such other Party or its Affiliates. For the sake of clarity, PRN may continue to sell the Products to all customers and dealers with whom Employee had contact or supervisor responsibility during who are purchasing Products, and/or their patients, after the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents Agreement without said sales constituting a violation of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent.provisions of this Section 12; or (iiid) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i)otherwise interfere, or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees thatattempt to interfere, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s contractual, business relationshipsor economic relationships of the other Party, or its Affiliates, with Third Parties. For the sake of clarity, PRN may call upon, solicit and market any of its eye care products to any customers purchasing Products or prospective customers, whether such customer purchased Products during the Term of this Agreement. (e) Notwithstanding the above, or anything herein to the contrary, PRN may solicit Tear Representatives (other than Tear management team members at the vice president level and above) in the event that the Agreement is terminated by PRN pursuant to Section 17.2(a), 17.2(b) or 17.2(c) or by Tear pursuant to Section 17.2(e) or if the Agreement expires in 30 months because Tear does not elect to extend the original 30 month term.

Non-Solicitation. (i) Employee specifically acknowledges As a separate and independent covenant, the Executive agrees that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, he shall not during Employee’s his employment with the Company and for two (2) years after the twelve Termination Date (12the “Non-Solicitation Restrictive Period”), directly or indirectly: (A) months following termination of employment for contact, solicit, perform services for, or accept work or business (in any reason, Employee agrees that Employee will not, except on behalf capacity other than as a Company employee) from any clients or customers of the Company Company, its subsidiaries or affiliates, with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s express written consentconfidential information and/or trade secrets; (B) contact, solicitsolicit or accept contact from any clients, either directly subcontractors, consultants, vendors, suppliers or indirectlyindependent contractors of the Company, on his own behalf its subsidiaries or on behalf affiliates, for the purpose of interfering with, causing, inviting, or encouraging any other person such persons or entity entities from altering or terminating their business relationship or association with respect the Company, its subsidiaries or affiliates. This applies to any similar clients, subcontractors, consultants, vendors, suppliers or competitive products or services, any such customers and dealers independent contractors with whom Employee the Executive has worked or had contact during his employment with the Company, or supervisor responsibility during of whom the twenty-four (24) months preceding Employee’s termination of Executive had knowledge due to his employment or about which Employee received or had access to Confidential Informationthe Company’s confidential information and/or trade secrets; or (C) contact, solicit or accept contact from any employee of the Company, its subsidiaries or affiliates for the purpose of interfering with their employment with the Company, its subsidiaries or affiliates, or inviting or encouraging them to terminate their employment with the Company, its subsidiaries or affiliates or which has the effect of altering or terminating their employment with the Company, its subsidiaries or affiliates. (ii) Employee specifically If the Executive breaches any covenant contained in this Section 6(b), the Executive agrees and acknowledges that the Confidential Information described Non-Solicitation Restrictive Period shall be extended during the time of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 8 also includes confidential data pertaining 6(b), the Non-Solicitation Restrictive Period may, to current and prospective employees and agents of the Companyextent permitted by law, and Employee further agrees that during Employee’s employment with be extended for up to two (2) years, which shall commence upon either (x) a determination by the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers Executive has stopped breaching such covenants, or (y) the date of a court’s or arbitrator’s final determination that the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to Executive breached a business competitive with that of the Company, as described covenant contained in Section 8(c)(i6(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee specifically In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the Confidential Information described in this Section 8 includes confidential data pertaining to current course of his employment with the Company or any of its Affiliates he shall become familiar and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s his employment with the Company and for RSI prior to the twelve date hereof he has become familiar with RSI’s and the Company’s trade secrets and with other Confidential Information and Work Product concerning the Company, its Affiliates and RSI, including, without limitation, Confidential Information and Work Product and that his services have been and shall be of special, unique and extraordinary value to the Company, its Affiliates and RSI. Therefore, Executive agrees that during the period beginning on the date hereof and ending on the two (122) months following year anniversary of the termination of employment for the Employment Period (the “Non-solicitation Period”), he shall not directly or indirectly through another entity (i) induce or attempt to induce any reasonemployee of the Company (or any of its Subsidiaries or any of its other Affiliates to which Executive provides executive services (each Subsidiary and Affiliate, Employee agrees that Employee will nottogether with RSI, except on behalf a “Designated Affiliate”) to leave the employ of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. Designated Affiliate; (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly hire or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of employ any person who is was an employee or agent of the Company or solicit any Designated Affiliate at any time during the Employment Period; (iii) call on, solicit, or service any customer, supplier, licensee, licensor or other business relation or prospective client of the Company or any Designated Affiliate with respect to products and/or services that are or have been provided by the Company or such Designated Affiliate during the twelve-month period prior to the termination of the Employment Period, or which the Company or its Designated Affiliate is currently in the process of developing; or (iv) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company or any of its Designated Affiliates to cease doing business with the Company or such Designated Affiliate. For the purposes of this Agreement, “RSI” shall mean Rackable Systems, Inc. and its predecessors, the predecessor in interest to the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consentbusiness. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i1) Employee specifically acknowledges In recognition of the close personal contact the Executive has or will have with the Company's and its affiliates' trade secrets, confidential information, records and business relationships, and the position of trust in which the Company holds the Executive, the Executive further covenants and agrees that while the Confidential Information described Executive is employed by the Company and for a period lasting for one (1) year following the cessation of the Executive's employment with the Company, the Executive will not, if such action would have a material adverse effect on the Company, in this Section 8 includes confidential data pertaining direct competition with the Company (where competition is measured as of the date the Executive ceases to current and prospective customers and dealers be employed by the Company), either for himself or as an officer, director, employee, agent, representative, independent contractor or in any relationship to any person, partnership, corporation, or other entity (except the Company or its Affiliates or subsidiaries), solicit, directly or by assisting others, business from any of the Company, that such data is a valuable and unique asset 's customers or clients who were customers or clients of the Company’s business and that the success or failure Company as of the Company’s specialized business is dependent in large part upon date of the Company’s ability to establish cessation of the Executive's employment and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet whom the requirements Executive has had material contact (as defined below) during the twelve (12) month period preceding the date of such customers and dealers. Therefore, during Employee’s cessation of the Executive's employment with the Company and for in the event of a cessation of employment with the Company or, absent such cessation, during the twelve (12) months following termination preceding the solicitation, for the purpose of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company providing goods or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect services to any similar or competitive products or services, any such said customers and dealers with whom Employee had contact or supervisor responsibility during clients. For purposes of this Agreement, "material contact" exists between the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current Executive and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees 's customers or agents to terminate their employment clients (i) with whom the Executive actually dealt; or agency (ii) whose dealings with the CompanyCompany were handled, except with coordinated or supervised by the Company’s express written consent. Executive; or (iii) Employee specifically acknowledges that about whom the Confidential Information described Executive obtained confidential information in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers the ordinary course of business through the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency Executive's association with the Company. (iv2) Employee further The Executive covenants and agrees that, during Employee’s for a period ending on the second anniversary of the date on which the Executive's employment with the Company and for ceases, the twelve (12) months following termination of employment for Executive will not solicit any reasonemployee, Employee will do nothing to interfere with any broker or sales person of the Company’s business relationships, or any of its respective subsidiaries or affiliates to leave their employ for the employ of a person or entity which directly competes with the Company, or any of its respective subsidiaries or affiliates. (3) The Executive covenants and agrees that, for a period ending on the second anniversary of the date on which the Executive's employment with the Company ceases, the Executive will not purchase for his own account any limited partnership units of partnerships that, on the date of purchase, are controlled directly or indirectly by the Company, except that the provisions of this sentence shall not be deemed breached merely because the Executive owns, immediately after a purchase, not more than one percent of the outstanding units. Should the Executive breach the foregoing sentence, all his options issued by the Company or any of its subsidiaries shall be canceled and all of his restricted stock issued by the Company or any of its subsidiaries (whether or not then vested) which he then owns shall be forfeited. For purposes of this Section 6(a)(3), "purchase" shall mean the payment of cash only for such limited partnership units and shall not include payment of cash for interests in an entity whose assets consist in whole or in part of such limited partnership units.

Non-Solicitation. (ia) Employee specifically Executive agrees and acknowledges that the restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (the “Territory”) (to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the United States during the term of the Employment Period, the definition of Territory shall be automatically expanded to cover such other areas), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information described in of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 8 includes confidential data pertaining to current 13 shall survive the termination of Executive’s employment hereunder. (b) Executive hereby agrees and prospective customers and dealers covenants that he shall not without the prior written consent of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than ten (10%) percent of the outstanding securities of a Company whose shares are traded on his any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on Executive’s own behalf or on behalf of any other person or entity with respect or otherwise howsoever, engage in the activities described in Paragraphs (1), (2) and (3) below during the Employment Period and one (1) year following the end of the Employment Period, within the Territory: (1) Recruit, solicit or hire, or attempt to any similar recruit, solicit or competitive products or serviceshire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such customers and dealers employee or independent contractor is party to an employment agreement, for the purpose of competing with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination business of employment or about which Employee received or had access to Confidential Information.the Company; (ii2) Employee specifically acknowledges that the Confidential Information described Attempt in this Section 8 also includes confidential data pertaining any manner to current and prospective employees and agents solicit or accept from any customer of the Company, and Employee further agrees that with whom Executive had significant contact during EmployeeExecutive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of business done by the Company with such customer or solicit to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of the Company’s employees business which such customer has customarily done or agents to terminate their employment or agency might do with the Company, except or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Company’s express written consent.business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or (iii3) Employee specifically acknowledges that Interfere with any relationship, contractual or otherwise, between the Confidential Information described in this Section 8 also includes confidential data pertaining to current Company and prospective vendors and suppliers any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products soliciting such other party to discontinue or services to a reduce its business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. . With respect to the activities described in Paragraphs (iv1), (2) Employee further agrees thatand (3), above, the restrictions of this Section 13(b) shall continue during Employeethe Employment Period and one (1) year after the end of the Employment Period; provided, however, that if Executive’s employment is terminated by Executive for Good Reason or by the Company without Cause, then the restrictions of this Section 13(b) shall terminate concurrently with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any end of the Company’s business relationshipsEmployment Period and shall be of no further effect. In the event that any provision of this Section 13 is determined by a court to be unenforceable, such provision shall not render the entire Section unenforceable but, to the extent possible, shall be appropriately adjusted to render such provision enforceable.

Non-Solicitation. (ia) Employee Consultant specifically acknowledges that the Confidential Information described in this Section 8 10.1 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s 's business and that the success or failure of the Company’s 's specialized business is dependent in large part upon the Company’s 's ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s employment with the Company term of this Agreement and for the twelve (12) months following termination of employment this Agreement for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express 's prior written consent, solicitConsultant is prohibited from soliciting, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any all such customers and dealers with whom Employee Consultant had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Informationthis Agreement. (iib) Employee Consultant specifically acknowledges that the Confidential Information described in this Section 8 10.1 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Consultant further agrees that during Employee’s employment with the Company term of this Agreement and for the twelve (12) months following termination of employment this Agreement for any reason, Employee Consultant will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s 's employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iiic) Employee Consultant specifically acknowledges that the Confidential Information described in this Section 8 10.1 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Consultant agrees that during Employee’s employment with the Company term of this Agreement and for the twelve (12) months following termination of employment this Agreement for any reason, Employee Consultant will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that competitors of the Company, as described in Section 8(c)(i12.2(b), or terminating or materially changing such vendor’s 's or supplier’s 's relationship or agency with the Company. (ivd) Employee Consultant further agrees that, during Employee’s employment with the Company term of this Agreement and for the twelve (12) months following termination of employment this Agreement for any reason, Employee Consultant will do nothing to interfere with any of the Company’s 's business relationships.

Non-Solicitation. (i) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers customers, and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, the Executive agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers or targeted potential customers with whom Employee he had contact or supervisor responsibility during before the twenty-four (24) months preceding Employee’s termination Date of employment or about Termination to take any action which Employee received or had access could reasonably be expected to Confidential Informationadversely affect the Company. (ii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee the Executive further agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee the Executive will not directly or indirectly solicit, induce or attempt to induce, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees employees, consultants or agents to terminate their employment or agency with the Company, except with Company or take any other actions which would otherwise cause the Company’s express written consentemployees, consultants or agents to violate any Company policy, program or plan. (iii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee the Executive agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier of the Company for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees thatFor purposes of this Section 12(a), during Employee’s employment with references to the Company mean the Company or any existing or future subsidiary of the Company and for the twelve (12) months following termination of employment for any reasonother entities that directly or indirectly, Employee will do nothing to interfere through one or more intermediaries, control, are controlled by or are under common control with any of the Company’s business relationships.

Non-Solicitation. (i) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers customers, and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s employment with for a period of one (1) year after the Company and for Date of Termination, the twelve (12) months following termination of employment for any reason, Employee Executive agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers with whom Employee he had contact or supervisor responsibility during before the twenty-four (24) months preceding Employee’s termination Date of employment or about Termination to take any action which Employee received or had access could reasonably be expected to Confidential Informationadversely affect the Company. (ii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee the Executive further agrees that during Employee’s employment with until for a period of one (1) year after the Company and for Date of Termination, the twelve (12) months following termination of employment for any reason, Employee Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee the Executive agrees that during Employee’s employment with for a period of one (1) year after the Company and for Date of Termination, the twelve (12) months following termination of employment for any reason, Employee Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier of the Company for the purpose of either providing products or services to do a business competitive with that of the Company, as described in Section 8(c)(i12(c)(i), or terminating or materially changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees thatFor purposes of this Section 12(a), during Employee’s employment with references to the Company mean the Company or any existing future subsidiary of the Company and for the twelve (12) months following termination of employment for any reasonother entities that directly or indirectly, Employee will do nothing to interfere through one or more intermediaries, control, are controlled by or are under common control with any of the Company’s business relationships.

Non-Solicitation. During the period from the Closing Date to and including the fifth (5th) anniversary of the Closing Date (the “Non-Solicitation Period”), each Seller hereby agrees that it shall not, and shall cause such Seller’s Subsidiaries and Affiliates not to, directly or indirectly through another Person, (i) Employee specifically acknowledges that induce or attempt to induce any senior management employee or consultant of any Acquired Company Entity to leave the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success employ or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements services of such customers and dealers. ThereforeAcquired Company Entity, during Employee’s employment or in any way interfere with the relationship between any Acquired Company Entity and for the twelve (12) months following termination any of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company its senior management employees or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. consultants; (ii) Employee solicit for employment or hire or otherwise retain any senior management employee of such Acquired Company Entity (a solicitation will not be regarded as having been made in violation of this paragraph if the solicitation involved only general solicitation of employment not specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the directed toward personnel employed by Purchaser or an Acquired Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for but such Seller will nonetheless not be entitled to hire any reason, Employee will not directly senior management employee which responds to such general solicitation); or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, lessor or other business relation of any Acquired Company Entity, or any prospective customer, supplier, licensee, licensor, franchisee, lessor or other business relation with which any Acquired Company Entity has entertained discussions regarding a prospective business relationship, to cease or refrain from doing business with such Acquired Company Entity, or in any way interfere with the relationship (or prospective relationship) between any such customer, supplier, licensee, licensor, franchisee or other business relation and such Acquired Company Entity, including making any negative or disparaging statements or communications about any Acquired Company Entity, Purchaser or their Affiliates. During the Non-Solicitation Period, Purchaser hereby agrees that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Companyit shall not, and Employee agrees that during Employeeshall cause such Purchaser’s employment Subsidiaries, Affiliates, and the Acquired Company Entities not to (i) induce or attempt to induce any senior management employee or consultant of any Seller to leave the employ or services of such Seller, or in any way interfere with the Company relationship between any Seller and any of its senior management employees or consultants; or (ii) solicit for employment or hire or otherwise retain any senior management employee of any Seller (a solicitation will not be regarded as having been made in violation of this paragraph if the twelve (12) months following termination solicitation involved only general solicitation of employment for not specifically directed toward personnel employed by a Seller, but Purchaser will nonetheless not be entitled to hire any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services senior management employee which responds to a business competitive with that of the Company, as described in Section 8(c)(isuch general solicitation), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges The parties hereto agree that the Confidential Information described covenants given in this Section 8 includes confidential data pertaining are being given incident to the agreements and transactions described herein, and that such covenants are being given for the benefit of the Company. Accordingly, the Executive acknowledges (i) that the business and the industry in which the Company competes is highly competitive; (ii) that as a key executive of the Company he will participate in the servicing of current clients and/or the solicitation of prospective clients, through which, among other things, the Executive will obtain knowledge of the “know-how” and prospective customers and dealers business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that such data is his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company places him in a valuable position of confidence and unique asset trust with the clients and employees of the Company’s business ; and (iv) that his rendering of services to the success or failure clients of the Company necessarily requires the disclosure to the Executive of confidential information (as defined in Section 8(b) hereof) of the Company’s specialized business is dependent in large part upon . In the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet course of the requirements of such customers and dealers. Therefore, during EmployeeExecutive’s employment with the Company, the Executive will develop a personal relationship with the clients of the Company and a knowledge of those clients’ affairs and requirements, and the relationship of the Company with its established clientele will 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, 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 Section 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and for the a period of twelve (12) months following termination of employment for thereafter (such period being referred to as the “Restricted Period”), he shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any reasonother person, Employee agrees that Employee will notbusiness or enterprise, except on behalf of the Company, 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 Restricted Client business of the type performed by the Company or to persuade any Restricted Client to cease to do business or to reduce the amount of business which any such Restricted Client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such Restricted Client was originally established in whole or in part through the Executive’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information.efforts; or (ii) Employee specifically acknowledges that employ as an employee or retain as a consultant any person, firm or entity who is then or at any time during the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the preceding twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is was an employee of or agent 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 solicit to become employed as an employee or retained as a consultant by any of the Company’s employees person, firm or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any entity other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with than the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 9 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers customers, and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Executive agrees that Employee during the Term of this Agreement, he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers or targeted potential customers with whom Employee he had contact or supervisor responsibility during before his date of termination from the twenty-four Company (24the “Date of Termination”) months preceding Employee’s termination of employment or about to take any action which Employee received or had access could reasonably be expected to Confidential Informationadversely affect the Company. (ii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 9 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee the Executive further agrees that during Employee’s employment with the Company and for Term of this Agreement, the twelve (12) months following termination of employment for any reason, Employee Executive will not directly or indirectly solicit, induce or attempt to induce, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee employee, consultant or agent of the Company or Company, solicit any of the Company’s employees employees, consultants or agents to terminate their employment or agency with the Company, except with Company or take any other actions which would otherwise cause the Company’s express written consentemployees, consultants or agents to violate any Company policy, program or plan. (iii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 9 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee the Executive agrees that during Employee’s employment with the Company and for Term of this Agreement, the twelve (12) months following termination of employment for any reason, Employee Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier of the Company for the purpose of either providing products or services to do a business competitive with that of the Company, as described in Section 8(c)(i), Company or terminating or materially changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees thatFor purposes of this Section 9(a), during Employee’s employment with references to the Company mean the Company or any existing or future subsidiary of the Company and for the twelve (12) months following termination of employment for any reasonother entities that directly or indirectly, Employee will do nothing to interfere through one or more intermediaries, control, are controlled by or are under common control with any of the Company’s business relationships.

Non-Solicitation. Shareholder agrees that for a period of one (i1) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following year after termination of employment for any reasonthis Agreement, Employee Shareholder agrees that Employee he will not, except on behalf of the Company in any manner whether with or with the Company’s express written consentwithout cause, solicit, either directly or indirectly, on either as owner, officer, employer, employee, independent contractor, stockholder, agent, principal, manager, employee, consultant, partner or otherwise (i) induce any employee, agent or contractor of Infohiway, RMI or an affiliate company thereof to terminate his, her or its employment, agency or contractor relationship with Infohiway, RMI or an affiliate company thereof, or (ii) hire or attempt to hire any employee, agent or contractor of Infohiway, RMI or an affiliate company thereof. Shareholder agrees that for a period of one (1) year after termination of this Agreement, he will not, in any manner, whether with or without cause, directly or indirectly, either as owner, officer, employer, employee, independent contractor, stockholder, agent, principal, manager, consultant, partner or otherwise, have any business or employment relationship with any customer of Infohiway and/or RMI without the prior written consent of Infohiway and/or RMI, which consent shall not be unreasonably withheld, following written notice by Shareholder to Infohiway and RMI detailing the name of the customer and the nature of the proposed relationship. It shall not be unreasonable for Infohiway and/or RMI to withhold consent if such relationship could cause or result in any adverse or detrimental impact to Infohiway and/or RMI. The term "customer" includes, but is not limited to, persons or entities located within the Geographical Market (as defined below) who were customers of Infohiway and/or RMI during Employee's term of employment with Infohiway or who became customers within six (6) months of his own behalf or on behalf termination of employment. SHAREHOLDER AGREES THAT THE COVENANTS HE HAS MADE IN THIS PARAGRAPH 13 ARE REASONABLE WITH RESPECT TO THEIR DURATION AND PROSCRIPTION. Shareholder further agrees that the covenants he has made in this Paragraph 13 shall be construed as an agreement independent of any other person or entity with respect to any similar or competitive products or servicesprovision of this Agreement. Hence, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s covenants made in this Paragraph 13 shall survive the termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that this Agreement. Moreover, the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf existence of any other person claim or entitycause of action of Employee against Infohiway and/or RMI, whether or not predicated upon the services terms of any person who is an employee this Agreement, shall not constitute a defense to the enforcement by Infohiway or agent RMI of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consentthese covenants. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 13 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers customers, and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, the Executive agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers or targeted potential customers with whom Employee he had contact or supervisor responsibility during before the twenty-four (24) months preceding Employee’s termination Date of employment or about Termination to take any action which Employee received or had access could reasonably be expected to Confidential Informationadversely affect the Company. (ii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 13 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee the Executive further agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee the Executive will not directly or indirectly solicit, induce or attempt to induce, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees employees, consultants or agents to terminate their employment or agency with the Company, except with Company or take any other actions which would otherwise cause the Company’s express written consentemployees, consultants or agents to violate any Company policy, program or plan. (iii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 13 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee the Executive agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier of the Company for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees thatFor purposes of this Section 13(a), during Employee’s employment with references to the Company mean the Company or any existing or future subsidiary of the Company and for the twelve (12) months following termination of employment for any reasonother entities that directly or indirectly, Employee will do nothing to interfere through one or more intermediaries, control, are controlled by or are under common control with any of the Company’s business relationships.

Non-Solicitation. (i1) Employee specifically acknowledges In recognition of the close personal contact the Executive has or will have with the Company's and its affiliates' trade secrets, confidential information, records and business relationships, and the position of trust in which the Company holds the Executive, the Executive further covenants and agrees that while the Confidential Information described Executive is employed by the Company and for a period lasting for one (1) year following the cessation of the Executive's employment with the Company, the Executive will not, if such action would have a material adverse effect on the Company, in this Section 8 includes confidential data pertaining direct competition with the Company (where competition is measured as of the date the Executive ceases to current and prospective customers and dealers be employed by the Company), either for himself or as an officer, director, employee, agent, representative, independent contractor or in any relationship to any person, partnership, corporation, or other entity (except the Company or its Affiliates or subsidiaries), solicit, directly or by assisting others, business from any of the Company, that such data is a valuable and unique asset 's customers or clients who were customers or clients of the Company’s business and that the success or failure Company as of the Company’s specialized business is dependent in large part upon date of the Company’s ability to establish cessation of the Executive's employment and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet whom the requirements Executive has had material contact (as defined below) during the twelve (12) month period preceding the date of such customers and dealers. Therefore, during Employee’s cessation of the Executive's employment with the Company and for in the event of a cessation of employment with the Company or, absent such cessation, during the twelve (12) months following termination preceding the solicitation, for the purpose of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company providing goods or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect services to any similar or competitive products or services, any such said customers and dealers with whom Employee had contact or supervisor responsibility during clients. For purposes of this Agreement, "material contact" exists between the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current Executive and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees 's customers or agents to terminate their employment clients (i) with whom the Executive actually dealt; or agency (ii) whose dealings with the CompanyCompany were handled, except with coordinated or supervised by the Company’s express written consent. Executive; or (iii) Employee specifically acknowledges that about whom the Confidential Information described Executive obtained confidential information in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers the ordinary course of business through the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency Executive's association with the Company. (iv2) Employee further The Executive covenants and agrees that, during Employee’s for a period ending on the second anniversary of the date on which the Executive's employment with the Company and for ceases, the twelve (12) months following termination of employment for Executive will not solicit any reasonemployee, Employee will do nothing to interfere with any broker or sales person of the Company’s business relationships, or any of its respective subsidiaries or affiliates to leave their employ for the employ of a person or entity which directly competes with the Company, or any of its respective subsidiaries or affiliates. (3) The Executive covenants and agrees that, for a period ending on the second anniversary of the date on which the Executive's employment with the Company ceases, the Executive will not purchase for his own account any limited partnership units of partnerships that, on the date of purchase, are controlled directly or indirectly by the Company, except that the provisions of this sentence shall not be deemed breached merely because the Executive owns, immediately after a purchase, not more than one percent of the outstanding units. Should the Executive breach the foregoing sentence, all his options issued by the Company or any of its subsidiaries shall be canceled and all of his restricted stock issued by the Company or any of its subsidiaries (whether or not then vested) which he then owns shall be forfeited. For purposes of this Section 6(a)(3), "purchase" shall mean the payment of cash only

Non-Solicitation. (i) 1. Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonthe Separation Date, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination separation of employment or about which Employee received or had access to Confidential Information. (ii) 2. Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonthe Separation Date, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. Nothing herein shall limit or preclude Company’s employees from electing to become an employee of any future employer of Employee provided that such employee voluntarily approaches such employer and was not directly or indirectly solicited by Employee. (iii) 3. Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonthe Separation Date, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), 9(b) or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) 4. Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonthe Separation Date, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers customers, and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, the Executive agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers or targeted potential customers with whom Employee he had contact or supervisor responsibility during before the twenty-four (24) months preceding Employee’s termination Date of employment or about Termination to take any action which Employee received or had access could reasonably be expected to Confidential Informationadversely affect the Company. (ii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee the Executive further agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee the Executive will not directly or indirectly solicit, induce or attempt to induce, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees employees, consultants or agents to terminate their employment or agency with the Company, except with Company or take any other actions which would otherwise cause the Company’s express written consentemployees, consultants or agents to violate any Company policy, program or plan. (iii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee the Executive agrees that during Employee’s employment with the Company Term of this Agreement, and for a period of one (1) year after the twelve (12) months following termination Date of employment for any reasonTermination, Employee the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier of the Company for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees thatFor purposes of this Section 12(a), during Employee’s employment with references to the Company mean the Company or any existing or future subsidiary of the Company and for the twelve (12) months following termination of employment for any reasonother entities that directly or indirectly, Employee will do nothing to interfere through one or more intermediaries, control, are controlled by or are under common control with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee Executive specifically acknowledges that the Confidential Information described in this Section 8 6.1 includes confidential and trade secret data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express prior written consent, solicitExecutive is prohibited from soliciting, either directly or indirectly, on his her own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any all such customers and dealers with whom Employee Executive had contact or supervisor responsibility during the twenty-four (24) months preceding EmployeeExecutive’s termination of employment or about which Employee received or had access to Confidential Informationemployment. (iib) Employee Executive specifically acknowledges that the Confidential Information described in this Section 8 6.1 also includes confidential and trade secret data pertaining to current and prospective employees and agents of the Company, and Employee Executive further agrees that during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Executive will not directly or indirectly solicit, on his her own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iiic) Employee Executive specifically acknowledges that the Confidential Information described in this Section 8 6.1 also includes confidential and trade secret data pertaining to current and prospective vendors and suppliers of the Company, and Employee Executive agrees that during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Executive will not directly or indirectly solicit, on his her own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that competitors of the Company, as described in Section 8(c)(i8.2(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (ivd) Employee Executive further agrees that, during EmployeeExecutive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Executive will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges 5.1 Practitioners agree that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s after their employment with the Company and for the twelve (12) months following termination of employment for any reasonNAB ends, Employee agrees that Employee they will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment Restraint Period, whether on their own account or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity: (a) solicit, the services entice, induce or persuade (or attempt to solicit, entice, induce or persuade) any director, officer, Practitioner, manager or employee of NAB (or any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents Related Body Corporate) to terminate their employment contract with NAB (or agency any Related Body Corporate) (whether or not that they would commit a breach of contract in doing so); or (b) solicit, entice, induce or persuade (or attempt to solicit, induce or persuade) any customer, client or supplier of NAB (or any Related Body Corporate) who had dealings with the Companyarea of NAB operations for which the Practitioner has had responsibility, except or with whom the CompanyPractitioner has had dealings with to either: (i) cease or refrain from doing business with NAB (or any Related Body Corporate); or (ii) reduce the amount of business they would otherwise do or normally have done with NAB (or any Related Body Corporate). 5.2 The restrictions contained in clause 5.1 only apply to directors, officers, Practitioners, managers, employees, customers, clients or suppliers (as the case may be) with whom the Practitioner had dealings in the one year period prior to cessation of the Practitioner’s express employment. 5.3 The restrictions contained in this clause do not apply in circumstances where the Practitioner has obtained NAB’s prior written consent. (iii) Employee specifically acknowledges 5.4 Practitioners agree that the Confidential Information described restraints in clause 6 are fair and reasonable restraints to protect confidential information of NAB (or any Related Body Corporate), staff and client connections, goodwill and business. 5.5 If the restrictions contained in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers clause: (a) Are void as unreasonable for the protection of NAB’s interests; and (b) Would be valid if part of the Company, and Employee agrees that during Employeewording was deleted or the period or area was reduced; (c) The restrictions will apply with the modifications necessary to make them effective. 5.6 For the purposes of this clause ‘Restraint period’ means 12 months from the date the Practitioner’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i)NAB ends, or terminating or materially changing such vendor’s or supplier’s relationship or agency with if that is found to be unenforceable, for a period of 6 months from the Company. (iv) Employee further agrees that, during Employeedate the Practitioner’s employment with NAB ends. 5.7 Obligations under this clause survive the Company ending of a Practitioner’s employment. 1.1 Where an employee is appropriately qualified and for required to perform the twelve (12) months following termination duties of employment for any reasona Health and Safety representative, Employee will do nothing to interfere with any Safety Warden or First Aid Officer they shall receive an allowance of the Company’s business relationships$100 per calendar month.

Non-Solicitation. (ia) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s 's business and that the success or failure of the Company’s 's specialized business is dependent in large part upon the Company’s 's ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s Xxxxxx'x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express 's prior written consent, solicitXxxxxx is prohibited from soliciting, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any all such customers and dealers with whom Employee Xxxxxx had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s Xxxxxx'x termination of employment or about which Employee received or had access to Confidential Informationemployment. (iib) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xxxxxx further agrees that during Employee’s Xxxxxx'x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s 's employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iiic) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xxxxxx agrees that during Employee’s Xxxxxx'x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that competitors of the Company, as described in Section 8(c)(i6.2(b), or terminating or materially changing such vendor’s 's or supplier’s 's relationship or agency with the Company. (ivd) Employee Xxxxxx further agrees that, during Employee’s Xxxxxx'x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will do nothing to interfere with any of the Company’s 's business relationships.

Non-Solicitation. (i) Employee specifically acknowledges As a separate and independent covenant, the Executive agrees that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, he shall not during Employee’s his employment with the Company and for three (3) years after the twelve Termination Date (12the “Non-Solicitation Restrictive Period”), directly or indirectly: (A) months following termination of employment for contact, solicit, perform services for, or accept work or business (in any reason, Employee agrees that Employee will not, except on behalf capacity other than as a Company employee) from any clients or customers of the Company Company, its subsidiaries or affiliates, with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s express written consentconfidential information and/or trade secrets; (B) contact, solicitsolicit or accept contact from any clients, either directly subcontractors, consultants, vendors, suppliers or indirectlyindependent contractors of the Company, on his own behalf its subsidiaries or on behalf affiliates, for the purpose of interfering with, causing, inviting, or encouraging any other person such persons or entity entities from altering or terminating their business relationship or association with respect the Company, its subsidiaries or affiliates. This applies to any similar clients, subcontractors, consultants, vendors, suppliers or competitive products or services, any such customers and dealers independent contractors with whom Employee the Executive has worked or had contact during his employment with the Company, or supervisor responsibility during of whom the twenty-four (24) months preceding Employee’s termination of Executive had knowledge due to his employment or about which Employee received or had access to Confidential Informationthe Company’s confidential information and/or trade secrets; or (C) contact, solicit or accept contact from any employee of the Company, its subsidiaries or affiliates for the purpose of interfering with their employment with the Company, its subsidiaries or affiliates, or inviting or encouraging them to terminate their employment with the Company, its subsidiaries or affiliates or which has the effect of altering or terminating their employment with the Company, its subsidiaries or affiliates. (ii) Employee specifically If the Executive breaches any covenant contained in this Section 6(b), the Executive agrees and acknowledges that the Confidential Information described Non-Solicitation Restrictive Period shall be extended during the time of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 8 also includes confidential data pertaining 6(b), the Non-Solicitation Restrictive Period may be extended for up to current and prospective employees and agents three (3) years, which shall commence upon either (x) a determination by the Company that the Executive has stopped breaching such covenants, or (y) the date of a court’s or arbitrator’s final determination that the Executive breached a covenant contained in Section 6(b). Notwithstanding any other provision of this Agreement or the B/E Aerospace Employment Agreement, this Section 6 shall supersede Section 6 of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consentB/E Aerospace Employment Agreement in its entirety. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. Employee acknowledges that, in the course of performing services for or on behalf of the Employer, having access to the Employer’s technology, reports, processes, knowledge and know-how, facilities, books and records, or otherwise being associated with the Employer, Employee may from time to time receive Confidential Information of or with respect to the Employer and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations and goodwill of the Employer. In connection and in furtherance of the foregoing, Employee may not (iwhether directly or indirectly; as the principal or on such person’s own account; or solely or jointly with others as an employee, agent, independent contractor, consultant, general or limited partner, member, stockholder or holder of equity securities of any other person, other than through ownership of less than one percent of a class of publicly-traded securities of a company) engage in any of the conduct or activity described below in the Paragraph 10. (a) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers may not, so long as Employee is an employee of the Company, that such data is a valuable Employer and unique asset until the third anniversary of the Company’s business and that the success or failure effective date of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements termination of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment Employer for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly induce or indirectlyinfluence any person that at such time is (or, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four six (246) months preceding Employee’s month period ending on the effective date of termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for Employer, was) a vendor, licensor, licensee, distributor, customer, client, employee, or independent contractor of the twelve Employer to terminate any contract or agreement with the Employer or leave the service of the Employer. Employee acknowledges that the restrictions in this subparagraph (12a) months following termination of employment for any reason, Employee this Paragraph 10 will not directly impair Employee’s ability to carry on Employee’s profession or indirectly solicitearn a living. (b) Employee may not, on his own behalf or on behalf of any other person or entity, the services of any person who so long as Employee is an employee or agent of the Company or solicit any Employer and until the third anniversary of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers effective date of the Company, and Employee agrees that during termination of Employee’s employment with the Company and for the twelve (12) months following termination of employment Employer for any reason, Employee will not without the express prior written consent of the Employer, participate either directly or indirectly solicit, on his own behalf in any discussion or on behalf of negotiation with any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing at such vendor’s or supplier’s relationship or agency with the Company. time is (iv) Employee further agrees thator, during the six month period ending on the effective date of termination of Employee’s employment with the Company and for the twelve (12Employer, was) months following termination of employment for any reasona vendor, Employee will do nothing to interfere with any licensor, licensee, distributor, customer, client, employee, or independent contractor of the CompanyEmployer the purpose of which discussion or negotiation would be materially adverse to the interests of the Employer and the relationship existing between the Employer and such person. Employee acknowledges that the restrictions in this subparagraph (b) of Paragraph 10 will not impair Employee’s business relationshipsability to carry on Employee’s profession or earn a living.

Non-Solicitation. (i) a. Employee specifically acknowledges and agrees that during the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers course of Employee’s employment by the Company, that such data is a valuable Employee will have access to, come into contact with and unique asset become aware of some, most or all of the Company’s business Confidential Information, and that information pertaining to customers, past, present and prospective, as well as the success or failure of specific contact information for key personnel at the Company’s specialized business is dependent in large part upon customers. Employee further acknowledges and agrees that the disclosure of such Confidential Information, or customer information, absent the Company’s ability to establish consent, will cause the Company great and maintain close irreparable harm. b. Employee covenants and continuing personal contacts agrees that during Employee’s employment and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during for a two (2) year period after Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonends, Employee agrees that whether voluntarily or involuntarily, Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf solicit, attempt to solicit, or on behalf of accept business nor will Employee assist any other person entity, either directly or entity with respect indirectly, in soliciting or attempting to solicit, or accept business from any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and whether an individual or entity, with whom Employee, Company or any employee of the Company, had contact or dealings with on behalf of the Company, at any time during the five (5) year period preceding the termination of Employee’s employment. Employee further covenants and agrees that for a period of two (2) years from the end of Employee’s employment relationship with the Company, whether voluntary or involuntary, Employee will not directly or indirectly, either individually or through any person, firm, corporation or other entity, solicit or attempt to solicit, offer employment to or hire in any capacity, or entice away or in any other manner persuade or attempt to persuade any officer, director, agent, representative or employee of the Company to leave his/her employment with the Company. c. Employee covenants and agrees that during Employee’s employment with the Company and for the twelve a two (122) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during year period after Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonends, whether voluntarily or involuntarily, Employee will not directly make any oral or indirectly solicit, on his own behalf written statements or on behalf of any other person publications with respect to the Company that disparages or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with denigrates the Company. (iv) Employee further agrees that, during Employee’s employment with d. All references to the Company and for in this Paragraph 16 include the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any affiliates of the Company’s business relationships.

Non-Solicitation. (i) Employee Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company period prior to the Resignation Date and for the twelve (12) months month period following termination of employment for any reasonthe Resignation Date, Employee Xxxxxxxx agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers with whom Employee he had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Informationthe Resignation Date. (ii) Employee Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xxxxxxxx further agrees that that, during Employee’s employment with the Company period prior to the Resignation Date and for the twelve (12) months month period following termination of employment for any reasonthe Resignation Date, Employee Xxxxxxxx will not not, directly or indirectly indirectly, solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xxxxxxxx agrees that that, during Employee’s employment with the Company period prior to the Resignation Date and for the twelve (12) months month period following termination of employment for any reasonthe Resignation Date, Employee he will not not, directly or indirectly indirectly, solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i4(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee Xxxxxxxx further agrees that, during Employee’s employment with the Company period prior to the Resignation Date and for the twelve (12) months month period following termination of employment for any reasonthe Resignation Date, Employee Xxxxxxxx will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges understands and agrees that Company has a national reputation and a national client base and prospective client base, that the Confidential Information described Company is engaged in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s highly competitive business and that the success preservation of its Confidential Information and Trade Secrets is critical to the Company’s continued business success; that the Company’s relationships with its Clients and Prospects are extremely valuable; that Employee has, had, or failure may have contact with those Clients and Prospects and is being compensated to maintain, strengthen, and develop relationships with Clients and Prospects on behalf of and for the benefit of the Company; and that Employee’s specialized business is dependent services to Company are special, unique, and extraordinary. Employee acknowledges that the restrictions set forth in large part upon this Section 4 are necessary to protect the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Thereforelegitimate business interests, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonincluding, Employee agrees that Employee will notbut not limited to, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees Trade Secrets, the relationships with Clients and agents Prospects, the goodwill associated with the continuing business of the Company, and other tangible and intangible assets of the Company. Employee further understands that any action taken in violation of this Agreement would immediately and irreparably harm the value of the goodwill, customer relationships, and other tangible and intangible assets owned by the Company. Employee, therefore, understands, agrees that during and represents that: (a) During the Non-Solicitation Restricted Period, Employee shall not directly or indirectly either for himself or herself or for any other Person, (i) hire, attempt to hire or otherwise solicit or attempt to solicit for employment, or service as a consultant, any then-current employee of the Company, or (ii) otherwise encourage any employee of the Company to terminate his or her relationship with the Company and enter into any such relationship with Employee or such other person or commercial enterprise. (b) During the Non-Solicitation Restricted Period, so long as Company has not terminated Employee’s employment with the Company and for the twelve (12) without cause within 12 months following termination the date of employment for any reasonthis Agreement, Employee will shall not directly or indirectly either for himself or herself or for any other Person or commercial enterprise (i) solicit or attempt to solicit business from any Clients or Prospects for purposes of providing Competing Services so long as Company continues to engage in such Competing Services, or (ii) solicit, on his own behalf entice or on behalf otherwise encourage any Client to terminate its relationship with the Company or otherwise reduce or diminish such Client’s relationship with the Company. For purposes of this Agreement, “cause” shall mean with respect to Employee one or more of the following: (A) the commission of a felony or other crime involving moral turpitude, (B) the commission of any other person act or entityomission involving disloyalty, the services of any person who is an employee fraud or agent of the Company or solicit any of the Company’s employees or agents material dishonesty with respect to terminate their employment or agency with the Company, except with or any of its Clients, (C) reporting to work under the Companyinfluence of alcohol or illegal drugs, or the use of illegal drugs or other repeated conduct, in each case in a manner or place that causes the Company substantial public disgrace or disrepute or substantial economic harm or (D) substantial and repeated failure to perform duties as reasonably directed by the Company that is not cured within 30 days of Employee’s express receipt of written consentnotice thereof. (iiic) Employee specifically acknowledges that the Confidential Information described The provisions contained in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers 4 shall survive the termination of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companyemployment. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges As a separate and independent covenant, the Executive agrees that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, he shall not during Employee’s his employment with the Company and for two (2) years after the twelve Termination Date (12the “Non-Solicitation Restrictive Period”), directly or indirectly: (A) months following termination of employment for contact, solicit, perform services for, or accept work or business (in any reason, Employee agrees that Employee will not, except on behalf capacity other than as a Company employee) from any clients or customers of the Company Company, its subsidiaries or affiliates, with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s express written consentconfidential information and/or trade secrets; (B) contact, solicitsolicit or accept contact from any clients, either directly subcontractors, consultants, vendors, suppliers or indirectlyindependent contractors of the Company, on his own behalf its subsidiaries or on behalf affiliates, for the purpose of interfering with, causing, inviting, or encouraging any other person such persons or entity entities from altering or terminating their business relationship or association with respect the Company, its subsidiaries or affiliates. This applies to any similar clients, subcontractors, consultants, vendors, suppliers or competitive products or services, any such customers and dealers independent contractors with whom Employee the Executive has worked or had contact during his employment with the Company, or supervisor responsibility during of whom the twenty-four (24) months preceding Employee’s termination of Executive had knowledge due to his employment or about which Employee received or had access to Confidential Informationthe Company’s confidential information and/or trade secrets; or (C) contact, solicit or accept contact from any employee of the Company, its subsidiaries or affiliates for the purpose of interfering with their employment with the Company, its subsidiaries or affiliates, or inviting or encouraging them to terminate their employment with the Company, its subsidiaries or affiliates or which has the effect of altering or terminating their employment with the Company, its subsidiaries or affiliates. (ii) Employee specifically If the Executive breaches any covenant contained in this Section 5(b), the Executive agrees and acknowledges that the Confidential Information described Non-Solicitation Restrictive Period shall be extended during the time of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 8 also includes confidential data pertaining 5(b), the Non-Solicitation Restrictive Period may, to current and prospective employees and agents of the Companyextent permitted by law, and Employee further agrees that during Employee’s employment with be extended for up to two (2) years, which shall commence upon either (x) a determination by the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers Executive has stopped breaching such covenants, or (y) the date of a court’s or arbitrator’s final determination that the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to Executive breached a business competitive with that of the Company, as described covenant contained in Section 8(c)(i5(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee Xxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s Xxxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the he Company or with the Company’s express prior written consent, solicitXxxxxxx is prohibited from soliciting, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any all such customers and dealers with whom Employee Xxxxxxx had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s Xxxxxxx’x termination of employment or about which Employee received or had access to Confidential Informationemployment. (iib) Employee Xxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xxxxxxx further agrees that during Employee’s Xxxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iiic) Employee Xxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xxxxxxx agrees that during Employee’s Xxxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that competitors of the Company, as described in Section 8(c)(i6.1(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (ivd) Employee Xxxxxxx further agrees that, during Employee’s Xxxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxxx will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 14 includes confidential data pertaining to current and prospective customers and dealers of the CompanyEmployer, that such data is a valuable and unique asset of the CompanyEmployer’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the CompanyEmployer’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company Employer and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company Employer or with the CompanyEmployer’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 14 also includes confidential data pertaining to current and prospective employees and agents of the CompanyEmployer, and Employee further agrees that during Employee’s employment with the Company Employer and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company Employer or solicit any of the CompanyEmployer’s employees or agents to terminate their employment or agency with the CompanyEmployer, except with the CompanyEmployer’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 14 also includes confidential data pertaining to current and prospective vendors and suppliers of the CompanyEmployer, and Employee agrees that during Employee’s employment with the Company Employer and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company Employer vendor or supplier for the purpose of either providing products or services to a business competitive with that of the CompanyEmployer, as described in Section 8(c)(i14(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the CompanyEmployer. (iv) Employee further agrees that, during Employee’s employment with the Company Employer and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the CompanyEmployer’s business relationships.

Non-Solicitation. (i) Employee Xx. Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 9 includes confidential data pertaining to current and prospective customers and dealers of the CompanyMosaic, that such data is a valuable and unique asset of the CompanyMosaic’s business and that the success or failure of the CompanyMosaic’s specialized business is dependent in large part upon the CompanyMosaic’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company Transition Period and for the twelve (12) months following termination of employment for any reasonthe Retirement Date, Employee Xx. Xxxxxxxx agrees that Employee he will not, except on behalf of the Company Mosaic or with the CompanyMosaic’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and or dealers with whom Employee Xx. Xxxxxxxx had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Informationthe Retirement Date. (ii) Employee Xx. Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 9 also includes confidential data pertaining to current and prospective employees and agents of the CompanyMosaic, and Employee Xx. Xxxxxxxx further agrees that during Employee’s Xx. Xxxxxxxx’x employment with the Company Mosaic and for the twelve (12) months following termination of employment for any reasonthe Retirement Date, Employee Xx. Xxxxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company Mosaic or solicit any of the CompanyMosaic’s employees or agents to terminate their employment or agency with the CompanyMosaic, except with the CompanyMosaic’s express written consent. (iii) Employee Xx. Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 9 also includes confidential data pertaining to current and prospective vendors and suppliers of the CompanyMosaic, and Employee Xx. Xxxxxxxx agrees that that, during Employee’s employment with the Company Transition Period and for the twelve (12) months following termination of employment for any reasonthe Retirement Date, Employee Xx. Xxxxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier of Mosaic for the purpose of either providing products or services to a business competitive with that of the CompanyMosaic, as described in Section 8(c)(i9(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the CompanyMosaic. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the he Company or with the Company’s express prior written consent, solicitXxxxxx is prohibited from soliciting, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any all such customers and dealers with whom Employee Xxxxxx had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s Xxxxxx’x termination of employment or about which Employee received or had access to Confidential Informationemployment. (iib) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xxxxxx further agrees that during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iiic) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xxxxxx agrees that during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that competitors of the Company, as described in Section 8(c)(i6.1(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (ivd) Employee Xxxxxx further agrees that, during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during During Employee’s employment with the Company, Employee had access to confidential information and developed certain relationships with employees and customers of the Company and for such that if Employee were allowed to pursue relationships with the twelve (12) months following termination of employment for any reasonCompany’s employees or customers, Employee would have an unfair advantage based upon confidential information and/or relationships developed. Therefore, Employee agrees that from the date of execution of this Agreement until the expiration of a period of twelve months from the Separation Date (the “Covered Period”), Employee will not, except directly or indirectly: a. solicit or recruit for employment, offer employment to, hire, solicit, or recruit for placement, place and/or offer to place with another company or entity — on behalf a temporary, permanent or contract basis, or otherwise — anyone who at any time during the Covered Period, or during the 90 day period preceding the Covered Period, is or was employed by the Company (a “Covered Employee”); provided that, at the time of such solicitation, recruitment, offer of employment, hiring, offer to place or placement, or any time during the ninety (90) day period immediately preceding same, the Covered Employee is or was an employee of the Company; b. encourage, entice or persuade, or attempt to encourage, entice or persuade any Company employee to leave the Company; c. solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with the them; d. solicit or encourage (i) any customer of Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of (ii) any other person or entity that had been a customer with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four Company within six (246) months preceding Employee’s termination Separation Date, (iii) any prospective customer the Company actively solicited within one (1) year before the Separation Date, or (iv) any Affiliate of employment any of the foregoing, to void, terminate or about which Employee received diminish its relationship with the Company or had access any of its Affiliates; or e. seek to Confidential Information. persuade (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents any customer of the Company, and Employee further agrees (ii) any entity that during had been a customer with Company within six (6) months preceding Employee’s employment Separation Date, (iii) any prospective customer the Company actively solicited within one (1) year before the Separation Date, or (iv) any Affiliate of any of the foregoing, to conduct with anyone else any business or activity which such customer conducts with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consentits Affiliates. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) In further consideration of the compensation to be paid to Employee specifically hereunder, Employee acknowledges that in the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers course of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s his employment with the Company and its Subsidiaries (and their predecessors) he has, and will continue to, become familiar with the Company’s and its Subsidiaries’ trade secrets, methods of doing business, business plans and other valuable Confidential Information concerning the Company and its Subsidiaries and their customers and suppliers and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Employee agrees that, so long as Employee is employed by the Company or any of its Subsidiaries and continuing for one (1) year thereafter (the “Restricted Period”), Employee will not, directly or indirectly, anywhere in the Applicable Area (whether on his own account, or as an employee, consultant, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in any other capacity): (i) recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with any current or former employee of or consultant to the Company or any of its Subsidiaries, (ii) induce any current or former employee of, or consultant to, the Company or any of its Subsidiaries, to leave the employ of the Company or any such Subsidiary, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any their employees or consultants, or (iii) employ or retain or enter into any business relationship with any person who was an employee of or consultant to the Company or any of its Subsidiaries (provided, however that Employee may hire, employ or retain former employees and consultants to the Company and Subsidiaries after such former employees or consultants have ceased to be employed or otherwise engaged by the Company or any of its Subsidiaries for a period of at least twelve (12) months following termination of employment for any reason, Employee agrees that months). (b) During the Restricted Period Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, in any manner (whether on his own behalf account, as an owner, operator, officer, director, partner, manager, employee, agent, contractor, consultant or on behalf otherwise) call on, solicit or service any Customer with the intent of selling or attempting to sell any other person service or entity product similar to the services or products sold by the Company or any of its Subsidiaries. (c) Employee acknowledges and agrees that the restrictions contained in this Section 9 with respect to any similar or competitive products or servicestime, any such customers geographical area, and dealers scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and its Subsidiaries and that Employee has had the opportunity to review the provisions of this Agreement with whom his legal counsel. In particular, the Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically agrees and acknowledges that the Confidential Information described Company is currently engaging in business and actively marketing its services and products throughout the Applicable Area, the Company and its Subsidiaries expend significant time and effort developing and protecting the confidentiality of their methods of doing business, customer lists, long term customer relationships and trade secrets and such methods, customer lists, customer relationships and trade secrets have significant value. However, if, at the time of enforcement of this Section 8 also includes confidential data pertaining 9, a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to current protect the goodwill and prospective employees and agents other business interests of the Company, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, in all cases giving effect to the intent of the parties that the restrictions contained herein be given effect to the broadest extent possible. (d) In the event of a breach by Employee further agrees that during Employee’s employment with of any of the provisions of Sections 6, 7, 8 or this Section 9, the Company and for the twelve (12) months following termination any of employment for any reasonits Subsidiaries, Employee will not directly or indirectly solicit, on his own behalf or on behalf of in addition and supplementary to any other person rights and remedies existing in their favor, may be entitled to specific performance and/or injunctive or entityother equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Employee of this Section 9, the services Restricted Period will be tolled until such breach or violation has been duly cured. (e) If either Party (i) brings any action or proceeding to enforce any provision of this Agreement or to obtain damages as a result of a breach of this Agreement or to enjoin any person who is an employee breach of this Agreement and (ii) prevails in such action or agent of proceeding, then the Company or solicit losing Party will, in addition to any of the Company’s employees or agents other rights and remedies available to terminate their employment or agency with the Company, except with reimburse the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment other Party for any reason, Employee will not directly and all reasonable costs and expenses (including attorneys’ fees) incurred in connection with such action or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companyproceeding. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during EmployeeDuring Executive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of by the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf one of any other person or entity with respect to any similar or competitive products or services, any such customers its subsidiaries and dealers with whom Employee had contact or supervisor responsibility during the Non-Solicitation Period, which shall be twenty-four (24) months preceding Employeefollowing the termination of Executive’s employment with the Company for any reason, Executive will not, unless a duly authorized officer of the Company gives him written authorization to do so, interfere with the Company’s business relationships with a Covered Customer by soliciting or communicating (regardless of who initiates the communication) with a Covered Customer to induce or encourage the Covered Customer to (i) stop doing business or reduce its business with the Company, or (ii) buy a product or service that competes with a product or service offered by the Company’s PBM business. A “Covered Customer” is a customer (person or entity) of the Company’s PBM business with which Executive had business-related contact or dealings, or about and/or from which Executive received Confidential Information, during the two years prior to Executive’s termination with the Company. A Covered Customer does not include a customer that has fully and finally decided to cease doing any business with the Company independent of employment any conduct or about which Employee received communications by Executive or had access breach of these Executive Covenants, and that has, in fact, ceased doing any business with the Company. Nothing in this Paragraph shall prevent Executive from working as a staff pharmacist or in another Retail Pharmacy position wherein he would be providing or selling prescriptions or other products directly to Confidential Informationconsumers. (ii) Employee specifically acknowledges Executive also agrees that during the Confidential Information described in this Section 8 also includes confidential data pertaining Non-Solicitation Period, Executive will not interfere with the Company’s relationship with its Business Partners by soliciting or communicating (regardless of who initiates the communication) with a Business Partner to current and prospective employees and agents of induce or encourage the Business Partner to stop doing business or reduce its business with the Company, unless a duly authorized officer of the Company gives Executive written authorization to do so. “Business Partner” means a supplier, manufacturer, and/or pharmaceutical company (person or entity) with whom the Company has a business relationship and Employee further agrees that during Employeewith which Executive had business-related contact or dealings, or about which Executive received Confidential Information, in the two years prior to the termination of Executive’s employment with the Company Company. A Business Partner does not include a supplier, manufacturer, and/or pharmaceutical company that has fully and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents finally decided to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment its business relationship with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf independent of any other person conduct or entitycommunications by Executive or breach of these Executive Covenants, and which has, in fact, ceased doing any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iviii) Employee further agrees thatDuring the Non-Solicitation Period, during EmployeeExecutive will not interfere with the Company’s relationship with any employee of the Company by: (i) soliciting or communicating with the employee to induce or encourage him or her to leave the Company’s employ (regardless of who first initiates the communication); (ii) helping another person or entity evaluate such employee as an employment candidate; or (iii) otherwise helping any person or entity hire an employee away from the Company unless a duly authorized officer of the Company gives Executive written authorization to do so. Where required by law, the foregoing restriction will only apply to employees with whom Executive had material contact or about whom Executive received Confidential Information within the two years prior to the termination of Executive’s employment with the Company and for Company. (9) Section 7(g) is replaced in its entirety with the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.language:

Non-Solicitation. (i1) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers In recognition of the Company, that such data is a valuable and unique asset of close personal contact the Executive has or will have with the Company’s 's and its affiliates' trade secrets, confidential information, records and business relationships, and the position of trust in which the Company holds the Executive, the Executive further covenants and agrees that while the success or failure of the Company’s specialized business Executive is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with employed by the Company and for a period lasting for one (1) year following the date of cessation of the Executive's employment with the Company, the Executive will not, either for himself or an officer, director, employee, agent, representative, independent contractor or in any relationship to any person, partnership, corporation, or other entity (except the Company or its Affiliates or subsidiaries), solicit, directly or by assisting others, business from any of the Company's customers or clients with whom the Executive has had material contact (as defined below) during the twelve (12) months following termination month period preceding the date of employment for any reason, Employee agrees that Employee will not, except on behalf cessation of the Company or Executive's employment with the Company’s express written consent, solicit, either directly for the purpose of providing goods or indirectly, on his own behalf or on behalf of any other person or entity with respect services to any similar or competitive products or services, any such said customers and dealers with whom Employee had contact or supervisor responsibility during clients. For purposes of this Agreement, "material contact" exists between the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current Executive and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees 's customers or agents to terminate their employment clients (i) with whom the Executive actually dealt; or agency (ii) whose dealings with the CompanyCompany were handled, except with coordinated or supervised by the Company’s express written consent. Executive; or (iii) Employee specifically acknowledges that about whom the Confidential Information described Executive obtained confidential information in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers the ordinary course of business through the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency Executive's association with the Company. (iv2) Employee further The Executive covenants and agrees that, during Employee’s for a period ending on the second anniversary of the date on which the Executive's employment with the Company and for ceases, the twelve (12) months following termination of employment for Executive will not solicit, employ, engage or in any reasonmanner encourage any employee, Employee will do nothing to interfere with any broker or sales person of the Company’s , or any of its respective subsidiaries or affiliates to leave their employ for the employ of a person or entity which directly or indirectly competes with the Company, or any of its respective subsidiaries or affiliates. (3) The Executive covenants and agrees that, for a period ending on the second anniversary of the date on which the Executive's employment with the Company ceases, the Executive will not purchase for his own account any limited partnership units of partnerships that, on the date of purchase, are controlled directly or indirectly by the Company, except that the provisions of this sentence shall not be deemed breached merely because the Executive owns, immediately after a purchase, not more than one percent of the outstanding units. Should the Executive breach the foregoing sentence, all his options issued by the Company or any of its subsidiaries shall be cancelled and all of his restricted stock issued by the Company or any of its subsidiaries (whether or not then vested) which he then owns shall be forfeited. For purposes of this Section 6(a)(3), "purchase" shall mean the payment of cash only for such limited partnership units and shall not include payment of cash for interests in an entity whose assets consist in whole or in part of such limited partnership units. The Executive acknowledges that the foregoing provisions are intended to protect the Company's and its subsidiaries' and Affiliates' business relationshipsand customer contacts, not to prevent the Executive from pursuing a livelihood in the general area of his previous training, and they should be interpreted accordingly.

Non-Solicitation. (i) Employee specifically acknowledges As a separate and independent covenant, the Executive agrees that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, he shall not during Employee’s his employment with the Company and for two (2) years after the twelve Termination Date (12the “Non-Solicitation Restrictive Period”), directly or indirectly: (A) months following termination of employment for contact, solicit, perform services for, or accept work or business (in any reason, Employee agrees that Employee will not, except on behalf capacity other than as a Company employee) from any clients or customers of the Company Company, its subsidiaries or affiliates, with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s express written consentconfidential information and/or trade secrets; (B) contact, solicitsolicit or accept contact from any clients, either directly subcontractors, consultants, vendors, suppliers or indirectlyindependent contractors of the Company, on his own behalf its subsidiaries or on behalf affiliates, for the purpose of interfering with, causing, inviting, or encouraging any other person such persons or entity entities from altering or terminating their business relationship or association with respect the Company, its subsidiaries or affiliates. This applies to any similar clients, subcontractors, consultants, vendors, suppliers or competitive products or services, any such customers and dealers independent contractors with whom Employee the Executive has worked or had contact during his employment with the Company, or supervisor responsibility during of whom the twenty-four (24) months preceding Employee’s termination of Executive had knowledge due to his employment or about which Employee received or had access to Confidential Informationthe Company’s confidential information and/or trade secrets; or (C) contact, solicit or accept contact from any employee of the Company, its subsidiaries or affiliates for the purpose of interfering with their employment with the Company, its subsidiaries or affiliates, or inviting or encouraging them to terminate their employment with the Company, its subsidiaries or affiliates or which has the effect of altering or terminating their employment with the Company, its subsidiaries or affiliates. (ii) Employee specifically If the Executive breaches any covenant contained in this Section 7(b), the Executive agrees and acknowledges that the Confidential Information described Non-Solicitation Restrictive Period shall be extended during the time of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 8 also includes confidential data pertaining 7(b), the Non-Solicitation Restrictive Period may, to current and prospective employees and agents of the Companyextent permitted by law, and Employee further agrees that during Employee’s employment with be extended for up to two (2) years, which shall commence upon either (x) a determination by the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers Executive has stopped breaching such covenants, or (y) the date of a court’s or arbitrator’s final determination that the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to Executive breached a business competitive with that of the Company, as described covenant contained in Section 8(c)(i7(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. In view of the unique and valuable services it is expected the Executive will render to the Company, Insignia\ESG and the Parent Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Parent Company, the Company, Insignia\ESG and their affiliates and their customers, clients and suppliers, the Executive agrees that (i) Employee specifically acknowledges that so long as he is employed by the Confidential Information described in Parent Company, the Company and Insignia\ESG pursuant to this Section 8 includes confidential data pertaining to current Agreement or otherwise and prospective customers and dealers (ii) for a period of two (2) years after a Termination for Cause, a Termination Without Cause, or the Executive's voluntary termination of such employment, except for those properties owned directly or indirectly by the Executive at the cessation of the Executive's employment with the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, not either directly or indirectly, on his own behalf or on behalf of as an officer, director, employee, agent, representative, independent contractor or in any other person or entity with respect relationship to any similar person, partnership, corporation or other entity (except the Parent Company), solicit, directly or by assisting others, business from any of the Parent Company's or any of its affiliates' customers or clients for the purpose of providing goods or services to Parent Company's or any of its affiliates' customers or clients which are directly competitive products with goods or services, services provided by the Parent Company or any of its affiliates to such customers or clients; and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that while Executive is employed with the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Parent Company, and Employee further agrees that during Employee’s for a period of two (2) years following the date on which Executive's employment with the Company and for the twelve (12) months following termination of employment ceases for any reason, Employee will not directly or indirectly solicitExecutive shall not, either on his own behalf or on behalf of as an officer, director, employee, agent, representative, independent contractor or in any relationship to any person, partnership, corporation or other person entity (except the Parent Company), solicit or entityaccept, the services of any person who is an employee directly or agent of the Company indirectly or solicit by assisting others, business from any of the Parent Company’s employees 's or agents to terminate their employment any of its affiliates' customers or agency clients who have a written contract with the Company, except Parent Company or any of its affiliates at the time Executive's employment with the Company’s express written consent. Parent Company ceases for the purpose of providing goods or services provided by the Parent Company or any of its affiliates to such customers or clients. Notwithstanding the termination or failure to extend the term of this Agreement for any reason, the Executive will not for a period of two (iii2) Employee specifically acknowledges that years following the Confidential Information described in this Section 8 also includes confidential data pertaining cessation of the Executive's employment with the Company directly or indirectly employ any person who, at any time up to current and prospective vendors and suppliers such cessation of Executive's employment, was an employee of the Company, Insignia\ESG or the Parent Company, within a period of two years after such person leaves the employ of the Company, Insignia\ESG or the Parent Company or any of its affiliates other than his personal secretary and Employee agrees that during Employee’s employment with Michael Horowitz. In addition, noxxxxxxxxxxxxx xxx termination or failure to extend the Company and for the twelve (12) months following termination term of employment this Agreement for any reason, Employee the Executive agrees that following the cessation of Executive's employment with the Parent Company, the Company and Insignia/ESG he will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier solicit anyone for the purpose of either providing products management, leasing or related real estate services with respect to a business competitive with that of the properties then managed and the clients then served by the Company, as described in Section 8(c)(i), Insignia\ESG or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Parent Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current a. The Executive hereby covenants and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee for a period of one (1) year from the Date of Termination, Executive will not, except on behalf of the Company or with the Company’s express written consent, solicit, either not directly or indirectly, on his own behalf or on behalf of in any other person individual or entity with respect to any similar or competitive products or servicesrepresentative capacity, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company request or solicit any of the Company’s Clients to withdraw, curtail, cancel, or decrease the level of their business with the Company or request that they do business with any Competing Business. The Company’s Clients are any person or entity: (i) for whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, provided Company’s Services and with whom Executive had material contact; (ii) about whom Executive had Confidential Information; and/or (iii) with respect to whom Executive, at any time during the 12-month period prior to the time the Executive’s employment with the Company terminates, held supervisory, managerial, and/or oversight responsibilities for the provision of Company’s services. b. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company’s Prospective Clients (defined as any person or entity who both (i) has been directly solicited to become a customer of the Company, and (ii) with whom Executive had material contact or about whom Executive has knowledge of such solicitation, within the 12-month period prior to the time Executive’s employment with the Company terminates) to forgo doing business with the Company or request that such prospective customer or client do business with any Competing Business. c. The Executive hereby covenants and agrees that for a period of one (1) year from the Date of Termination, Executive will not directly or indirectly hire or solicit for employment for any other business entity other than the Company (whether as an employee, consultant, independent contractor, or otherwise) any person who is, or within the six (6)-month period preceding the date of such activity was, an employee, independent contractor or the like of the Company or any of its subsidiaries, unless Company gives its written consent to such offer of employment. Nothing herein shall prevent Executive, directly, or indirectly through the use of agents, employees or agents other representatives, from placing general advertisements in any widely-distributed media (such as newspapers, Internet postings, etc.) directed at the public at large (as opposed to directed specifically at the Company’s employees, contractors or the like that have the effect of inducing or influencing any of the Company’s employees, contractors, or the like to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employeed. The covenants set forth in this Section 9 will survive the Executive’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationshipsunder Section 7.

Non-Solicitation. (i) Employee specifically acknowledges I acknowledge and agree that the Confidential Company has invested substantial time, money and resources in the development of its Proprietary Information, including as it pertains to its customers, clients, and collaborators. I further acknowledge that during the course of my employment, I will have access to and may use and work with such Proprietary Information described in this Section 8 includes confidential data pertaining that pertains to current the customers, clients, and prospective customers and dealers collaborators of the Company, and I agree that such data is any Proprietary Information associated with any customer, client, or collaborator belongs exclusively to the Company. 8.1 In order to protect the Company’s Proprietary Information and good will, during my employment and for a valuable period of one (1) year following the termination of my employment for any reason (the “Covenant Period”), I agree and unique asset covenant that I will not directly or indirectly, and in any manner, contact, solicit, canvass, approach, entice or attempt to persuade any existing or prospective vendor, service provider, customer, or client to (i) withdraw, curtail or cancel its business with the Company, or (ii) otherwise interfere with their relationship with the Company, for the purpose of competing with the business of the Company’s business and that . For purposes of this Section 8, the success or failure term “existing” means any party with whom Employee dealt on behalf of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Company or about whom Employee possessed confidential or Proprietary Information through Employee’s employment with the Company and for at any time during the twelve Employment Period; the term “prospective” means any party with whom the Company was in active negotiations to establish a relationship with at any time during the three (123) months following year period immediately preceding the termination of Employee’s employment for and with whom Employee was involved in any reason, manner in the attempt to establish the relationship or about whom Employee agrees that Employee will not, except on behalf gained confidential or Proprietary Information; and the terms “service provider,” “vendor,” “client” or “customer” of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other shall mean and refer to (i) each person or entity with respect to any similar who has provided and/or received services or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility from the Company during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. Employment Period and Covenant Period, and (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with each person or entity solicited by the Company to provide and/or receive services or purchase products during the Employment Period and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consentCovenant Period. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company period prior to the Retirement Date and for the twelve (12) months month period following termination of employment for any reasonthe Retirement Date, Employee Xxxxxxxx agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers with whom Employee he had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Informationthe Retirement Date. (ii) Employee Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xxxxxxxx further agrees that that, during Employee’s employment with the Company period prior to the Retirement Date and for the twelve (12) months month period following termination of employment for any reasonthe Retirement Date, Employee Xxxxxxxx will not not, directly or indirectly indirectly, solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee Xxxxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xxxxxxxx agrees that that, during Employee’s employment with the Company period prior to the Retirement Date and for the twelve (12) months month period following termination of employment for any reasonthe Retirement Date, Employee he will not not, directly or indirectly indirectly, solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i4(c)(i), or terminating terminate or materially changing change such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee Xxxxxxxx further agrees that, during Employee’s employment with the Company period prior to the Retirement Date and for the twelve (12) months month period following termination of employment for any reasonthe Retirement Date, Employee Xxxxxxxx will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company period prior to the Retirement Date and for the twelve (12) months month period following termination of employment for any reasonthe Retirement Date, Employee Xxxxxx agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers with whom Employee he had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Informationthe Retirement Date. (ii) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xxxxxx further agrees that that, during Employee’s employment with the Company period prior to the Retirement Date and for the twelve (12) months month period following termination of employment for any reasonthe Retirement Date, Employee Xxxxxx will not not, directly or indirectly indirectly, solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xxxxxx agrees that that, during Employee’s employment with the Company period prior to the Retirement Date and for the twelve (12) months month period following termination of employment for any reasonthe Retirement Date, Employee he will not not, directly or indirectly indirectly, solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i4(c)(i), or terminating terminate or materially changing change such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee Xxxxxx further agrees that, during Employee’s employment with the Company period prior to the Retirement Date and for the twelve (12) months month period following termination of employment for any reasonthe Retirement Date, Employee Xxxxxx will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges The Executive agrees that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data while he is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with employed by the Company and for the twelve (12) months following termination a period of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employeeafter the Date of Termination (provided, however, that the Executive’s termination agreement pursuant to this paragraph (f) shall be unlimited in duration as to clause (ii) immediately below if the Executive shall voluntarily terminate his employment pursuant to paragraph 4(c) above), the Executive shall not, directly or indirectly: (i) without first obtaining the express written permission of employment the Company’s General Counsel which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any client or customer of the Company with whom the Executive had any contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company or about whom the Executive has acquired any information as a result of his employment with the Company. Likewise, the Executive shall not, without first obtaining the express written permission of the Company’s General Counsel which Employee received permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any person responsible for referring business to the Company or who regularly refers business to the Company with whom the Executive had access any contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company or about whom the Executive has acquired any information as a result of his employment with the Company. The Executive’s obligations set forth in this paragraph are in addition to those obligations and representations, including those regarding Trade Secret and Confidential Information.Information and inevitable disclosure of the Trade Secret and Confidential Information of the Parking Companies set forth in this paragraph 6; or (ii) Employee specifically acknowledges that take any action to recruit or to directly or indirectly assist in the Confidential Information recruiting or solicitation for employment of any officer, employee or representative of the Parking Companies. It is not the intention of the Company to interfere with the employment opportunities of former employees except in those situations, described above, in this Section 8 also includes confidential data pertaining to current and prospective employees and agents which such employment would conflict with the legitimate interests of the Company. If the Executive, and Employee further agrees after the termination of his employment hereunder, has any question regarding the applicability of the above provisions to a potential employment opportunity, the Executive acknowledges that during Employee’s employment with it is his responsibility to contact the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of so that the Company or solicit any may inform the Executive of the Company’s employees or agents its position with respect to terminate their employment or agency with the Company, except with the Company’s express written consentsuch opportunity. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (a) As a material condition to the engagement of Ricoh by Dealer, for so long as Document Number: 56753 Version: 3 Dealer is an authorized dealer of Ricoh, Ricoh shall not solicit Dealer’s employees or customers for any purpose whatsoever; provided, however, Ricoh shall be permitted to perform Services directly to a Dealer customer if Dealer chooses (i) Employee specifically acknowledges that not to provide such Services itself and/or (ii) not to engage Ricoh as a subcontractor to provide such Services to a Dealer customer. Upon encountering an opportunity for Services for a Dealer c customer, Ricoh shall provide written notice to Dealer outlining the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements specifics of such customers Services and dealersDealer shall have ten (10) business days in which to respond as to whether Dealer will perform the Services itself and whether it will engage Ricoh as a subcontractor. ThereforeDealer’s failure to respond within such ten (10) day period shall permit Ricoh to provide the Services directly to a Dealer customer. (b) As a material condition of Ricoh providing the Ricoh Services to Dealer, during Employee’s the term of this Agreement and for a period of one (1) year following the expiration or termination of this Agreement for any reason, Dealer shall not (i) offer employment to any employee of Ricoh, (ii) attempt to directly or indirectly induce or solicit any employee of Ricoh to terminate his or her employment with the Company and Ricoh, or (iii) offer employment to a former employee of Ricoh for the twelve (12) months month period immediately following such former employee's termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential InformationRicoh. (iic) Employee specifically acknowledges that In the Confidential Information described event of a breach by Dealer of this Section, Dealer shall, within ten (10) days of such breach, pay Ricoh, in this Section 8 also includes confidential data pertaining addition to current and prospective employees and agents any other fees required hereunder, damages in an amount equal to fifty percent (50%) of the Company, and Employee further agrees that during Employee’s employment with total compensation paid to such employee or former employee in the Company and for the last twelve (12) months following termination of his or her employment by Ricoh. Money damages may not be an adequate remedy for any reasona breach of this Section by Ricoh or Dealer and, Employee will not directly or indirectly solicittherefore, on his own behalf or on behalf of in addition to any other person legal or entityequitable remedies available to it, the services of any person who is Ricoh or Dealer, as applicable shall be entitled to obtain an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described injunction against such breach. The obligations set forth in this Section 8 also includes confidential data pertaining to current are independent covenants and prospective vendors and suppliers shall survive the termination or expiration of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companythis Agreement. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the he Company or with the Company’s express prior written consent, solicitXxxxxx is prohibited from soliciting, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any all such customers and dealers with whom Employee Xxxxxx had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s Xxxxxx’x termination of employment or about which Employee received or had access to Confidential Informationemployment. (iib) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xxxxxx further agrees that during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iiic) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xxxxxx agrees that during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that competitors of the Company, as described in Section 8(c)(i6.1(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (ivd) Employee Xxxxxx further agrees that, during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges 1. Practitioners agree that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s after their employment with the Company and for the twelve (12) months following termination of employment for any reasonNAB ends, Employee agrees that Employee they will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment Restraint Period, whether on their own account or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity: (a) solicit, the services entice, induce or persuade (or attempt to solicit, entice, induce or persuade),any director, officer, Practitioner, manager or employee of NAB (or any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents Related Body Corporate) to terminate their employment contract with NAB (or agency any Related Body Corporate) (whether or not that they would commit a breach of contract in doing so); or (b) solicit, entice, induce or persuade (or attempt to solicit, entice, induce or persuade) any customer, client or supplier of NAB (or any Related Body Corporate), who had dealings with the Companyarea of NAB operations for which the Practitioner has had responsibility, except or with whom the CompanyPractitioner has had dealings with to either: (i) cease or refrain from doing business with NAB (or any Related Body Corporate); or (ii) reduce the amount of business they would otherwise do or normally have done with NAB (or any Related Body Corporate). 2. The restrictions contained in paragraph 1 only apply to directors, officers, Practitioners managers, employees, customers, clients or suppliers (as the case may be) with whom the Practitioner had dealings in the one year period prior to cessation of the Practitioner’s express employment. 3. The restrictions contained in this clause do not apply in circumstances where the Practitioner has obtained NAB’s prior written consent. 4. Practitioners agree that; (iiia) Employee specifically acknowledges that the Confidential Information described restraints in this Section 8 also includes paragraph 21.3 are fair and reasonable restraints to protect confidential data pertaining to current information of NAB (or any Related Body Corporate), staff and prospective vendors client connections, goodwill and suppliers business; and 5. If the restrictions contained in this clause: (a) are void as unreasonable for the protection of NAB’s interests; and (b) would be valid if part of the Company, and Employee agrees that during Employeewording was deleted or the period or area was reduced; (c) the restrictions will apply with the modifications necessary to make them effective. 6. For the purposes of this clause ‘Restraint Period’ means 12 months from the date the Practitioner’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i)NAB ends, or terminating or materially changing such vendor’s or supplier’s relationship or agency with if that is found to be unenforceable, for a period of 6 months from the Company. (iv) Employee further agrees that, during Employeedate the Practitioner’s employment with NAB ends. 7. Obligations under this clause survive the Company and for the twelve (12) months following termination ending of employment for any reason, Employee will do nothing a Practitioner’s employment. Signatories to interfere with any of the Company’s business relationships.this Agreement ………………………………. ………………………………..

Non-Solicitation. (i) Employee specifically acknowledges that During the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers term of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with at the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s following the termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonreason (the “Employee Non-Solicitation Period”), the Employee undertakes and agrees that he/she will not directly or indirectly solicitnot, either on his his/her own behalf or on behalf of any other person or entity, directly or indirectly, hire, solicit, retain, or encourage to leave the services employ of the Company (or assist any other person or entity in hiring, soliciting, retaining or encouraging) any person who is then or was within six (6) months of the date of such hiring, an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with . During the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers term of the Company, and Employee agrees that during Employee’s employment with at the Company and for the twelve (12) months following the termination of the Employee’s employment for any reasonreason (the “Customer Non-Solicitation Period”), in order to protect the Company’s Confidential Information, the Employee will not directly or indirectly solicitagrees and undertake, either on his his/her own behalf or on behalf of any other person or entity, any Company vendor directly or supplier for indirectly, solicit, sell or assist anyone in the purpose sale of either providing products or services provide service relating to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationshipsproducts or products similar to those sold by the Company to any person, company, firm, or corporation who is or was a customer of the Company within one (1) year prior to the termination of the Employee’s employment and with whom the Employee, or those employees reporting to the Employee, had Material Contact with during the last year of the Employees employment. The Employee agrees and undertakes not to solicit, sell or assist in the sale or provide service to any such customers on his/her own behalf or any other person, firm, company, or corporation. Subject to the terms of this Agreement, the Employee shall at all times and notwithstanding the termination of this Agreement hold in strict confidence and not disclose to any third party Confidential Information of the Company or use the Confidential Information for its own benefit, except as approved in writing by the Company, and will use the Confidential Information for no purpose other than in relation to its employment and only in the discharge of his/her duties (the “Confidentiality Obligation”). The Confidentiality Obligations shall not apply to any information, whether or not such information is Confidential Information, which: was publicly available or in the public domain at the time it was communicated by the Company to the Employee; or is or becomes publicly available or public domain information through no breach of this Agreement by the Employee; or information that was lawfully received from a third party without any restriction as to its disclosure; or information that, prior to the disclosure hereunder, was in the possession of the Employee; or is approved for disclosure or release by the Company. The Employee shall use reasonable efforts to promptly notify the Company, in writing, upon discovery of any material loss or unauthorised disclosure of any Confidential Information.

Non-Solicitation. (i) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers customers, and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s employment with for a period of two (2) years after the Company and for Date of Termination if the twelve (12Executive receives a payment under Section 9(e), Section 9(f) months following termination of employment for any reasonor Section 9(i), Employee the Executive agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers with whom Employee he had contact or supervisor responsibility during before the twenty-four (24) months preceding Employee’s termination Date of employment or about Termination to take any action which Employee received or had access could reasonably be expected to Confidential Informationadversely affect the Company. (ii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee the Executive further agrees that during Employee’s employment with until for a period of two (2) years after the Company and for Date of Termination if the twelve (12Executive receives a payment under Section 9(e), Section 9(f) months following termination of employment for any reasonor Section 9(i), Employee the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee The Executive specifically acknowledges that the Confidential Information described in this Section 8 12 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee the Executive agrees that during Employee’s employment with for a period of two (2) years after the Company and for Date of Termination if the twelve (12Executive receives a payment under Section 9(e), Section 9(f) months following termination of employment for any reasonor Section 9(i), Employee the Executive will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier of the Company for the purpose of either providing products or services to do a business competitive with that of the Company, as described in Section 8(c)(i12(c)(i), or terminating or materially changing (in an adverse manner) such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees thatFor purposes of this Section 12(a), during Employee’s employment with references to the Company mean the Company or any existing future subsidiary of the Company and for the twelve (12) months following termination of employment for any reasonother entities that directly or indirectly, Employee will do nothing to interfere through one or more intermediaries, control, are controlled by or are under common control with any of the Company’s business relationships.

Non-Solicitation. The Employee agrees that for a two (i) Employee specifically acknowledges that 2)-year period following the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers cessation of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s his/her employment with the Company and for Employer, however such cessation is caused, he/she shall not solicit, approach or attempt to induce any person, client, referral source or customer to purchase products or services from the twelve (12) months following termination of employment for Employee or any reason, Employee agrees that Employee will not, except on behalf third party which are competitive with the products or services of the Company Employer or to refer the purchase of products or services sold by the Employer to any competitor, where the Employee was introduced to or exposed to such person, client, referral source or customer as a result of his/her work with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility Employer during the last twenty-four (24) months preceding of his/her employment with the Employer. In addition, the Employee shall not sell, directly or indirectly, or aid a third party to sell directly or indirectly, products or services that are competitive with those of the Employer to the persons, clients, referral sources or customers as defined in the previous sentence for a two (2) year period following the cessation of the Employee’s termination employment or accept any benefit, whether immediate or deferred, for such a sale being achieved. Further the employee will not accept an offer of employment or about which fee for service work offer from any person, client, referral source or customer whom the Employee received was introduced to or exposed to as a result of his/her work with the Employer during the last twenty-four (24) months of his/her employment with the Employer. For the purposes of this paragraph, the phrase “introduced to or exposed to such person, client, referral source or customer as a result of his/her work with the employer” shall not be deemed to include any person, client or customer with whom the Employee has had access to Confidential Information. no personal contact during the last twenty-four (ii24) of his/her employment with the Employer. The Employee specifically agrees and acknowledges that the Confidential Information described foregoing time limitations in paragraph 8 (1) are reasonable and properly required for the adequate protection of the exclusive property and business of the Employer, and in the event that any such time or geographic limitation is found to be unreasonable by a court, then the Employee agrees to be bound to such reduced time or geographic limitation as said court deems to be reasonable. The Employee acknowledges, agrees, and understands that, without prejudice to any and all remedies available to the Employer, an injunction is the only effective remedy for any breach of the Employee's covenants under this clause and that the Employer would suffer irreparable harm and injury in the event of any such breach. Accordingly, the Employee hereby agrees that the Employer may apply for and have injunctive relief, including an interim or interlocutory injunction, in any court of competent jurisdiction, to enforce any of the provisions in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of paragraph upon the Company, and breach or threatened breach thereof. The Employee further agrees that during the Employer may apply for and is entitled to said injunctive relief without having to prove damages, and is entitled to all costs and expenses, including reasonable legal costs. The Employee understands and agrees that the restrictions and covenants contained in this clause constitute a material inducement to the Employer to enter into this agreement and to employ the Employee’s employment with , and that the Company Employer would not enter into this agreement absent such inducement. The Employee agrees that the restrictions and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf covenants contained in this paragraph shall be construed independent of any other person or entityprovision of this agreement, and the services existence of any person who is an employee claim or agent cause of action by the Employee against the Employer, whether predicated under this agreement or otherwise, shall not constitute a defence to the enforcement by the Employer of the Company said restrictions and covenants contained in this clause. Further, any clause or solicit any provision of this paragraph that may be found unenforceable shall be considered to be severable from the Company’s employees or agents to terminate their employment or agency rest of this paragraph, which remaining portions shall continue in full force and effect in accordance with the Company, except with the Company’s express written consentterms of this paragraph and agreement. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee Xx. Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers customers, and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s employment with until the Company and for the twelve (12) months following termination of employment for any reasonFinal Date, Employee Xx. Xxxxxx agrees that Employee he will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers with whom Employee Xx. Xxxxxx had contact or supervisor responsibility during (and any customers with whom Xx. Xxxxxx has contact in the twenty-four (24course of providing the Consulting Services) months preceding Employee’s termination of employment or about before the Final Date to take any action which Employee received or had access could reasonably be expected to Confidential Informationadversely affect the Company. (ii) Employee Xx. Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xx. Xxxxxx further agrees that during Employee’s employment with until the Company and for the twelve (12) months following termination of employment for any reasonFinal Date, Employee Mr. Xx. Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. This Section 8(b)(ii) will not preclude Xx. Xxxxxx from soliciting the employment of Xxxxxx Xxxxxxx or Xxxxx Xxxxxxx (whether or not either individual is then in the employment of the Company) and will not preclude Xx. Xxxxxx from soliciting the employment of any person whose employment with the Company previously ended for any reason other than a solicitation from Xx. Xxxxxx. (iii) Employee Xx. Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xx. Xxxxxx agrees that during Employee’s employment with until the Company and for the twelve (12) months following termination of employment for any reasonFinal Date, Employee Xx. Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier of the Company for the purpose of either providing products or services to do a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that Until one year after the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers date of the Company, that such data is a valuable and unique asset termination of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s each Principal's employment with the LLC, the Management Company and each of their Subsidiaries, that Principal shall not, directly or indirectly, for the twelve (12) months following termination of employment for any whatever reason, Employee agrees that Employee will notwhether for his or her own account or the account of any Person, except on behalf without the prior written consent of the Company or with LLC and the Management Company’s express written consent, : a. solicit, either directly or indirectly, on his own behalf or on behalf otherwise induce or attempt to induce any WTC Client to use the family office or business management services of any Person other person than Holdings, WTC, WTC's Affiliates or entity with respect to the Xxxxx Xxxx Entities and will otherwise treat the list of Clients as if it were Confidential Information; or b. solicit or hire any similar Person who is, or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility was during the twenty-four (24) 12 months preceding Employee’s prior to the time of that Principal's termination of employment, employed by or associated with a Xxxxx Xxxx Entity, Holdings, WTC or a WTC Affiliate as an executive, officer, employee, manager, salesman, consultant, independent contractor, representative or other agent or induce that Person to terminate his or her employment relationship with any Xxxxx Xxxx Entity or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described enter into employment with any other Person. The restrictions set forth in Section 11.2 and this Section 8 also includes confidential data pertaining 11.3 shall not apply (1) to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s a Principal whose employment with the LLC and each of its Subsidiaries or by the Management Company is terminated by the LLC and such Subsidiaries or by the Management Company without Cause or by that Principal for Good Reason, (2) to a Principal if a Change of Control occurs and Holdings and its Permitted Transferees or its successor, as the twelve case may be, purchase all of that Principal's LLC Interests (12including his or her Derivative Share and the LLC Interests held by his or her Permitted Transferees) months following termination pursuant to the terms of employment Section 7.5(a) or (3) if the LLC is liquidated and its business is not continued by a successor entity. Nothing in Section 11.3(a) or (b) shall permit a Principal to use Confidential Information made available by Holdings, WTC or any of WTC's Affiliates to the Xxxxx Xxxx Entities (including, without limitation, WTC Client lists) for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any purpose other person or entity, than the services of any person who is an employee or agent pursuit of the Company Xxxxx Xxxx Entities business objectives or solicit any those of the Company’s employees Holdings, WTC or agents to terminate their employment or agency with the Company, except with the Company’s express written consentWTC's Affiliates. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealerscustomers. Therefore, during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express prior written consent, solicitXxxxxx is prohibited from soliciting, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any all such customers and dealers with whom Employee Xxxxxx had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s Xxxxxx’x termination of employment or about which Employee received or had access to Confidential Informationemployment. (iib) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee Xxxxxx further agrees that during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iiic) Employee Xxxxxx specifically acknowledges that the Confidential Information described in this Section 8 4.1 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee Xxxxxx agrees that during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that competitors of the Company, as described in Section 8(c)(i6.2(b), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (ivd) Employee Xxxxxx further agrees that, during Employee’s Xxxxxx’x employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee Xxxxxx will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges The parties hereto agree that the Confidential Information described covenants given in this Section 8 includes confidential data pertaining are being given incident to the agreements and transactions described herein, and that such covenants are being given for the benefit of the Company. Accordingly, the Executive acknowledges (i) that the business and the industry in which the Company competes is highly competitive; (ii) that as a key executive of the Company he will participate in the servicing of current clients and/or the solicitation of prospective clients, through which, among other things, the Executive will obtain knowledge of the “know-how” and prospective customers and dealers business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that such data is his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company places him in a valuable position of confidence and unique asset trust with the clients and employees of the Company’s business ; and (iv) that his rendering of services to the success or failure clients of the Company necessarily will require the disclosure to the Executive of confidential information (as defined in Section 8(b) hereof) of the Company’s specialized business is dependent in large part upon . In the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet course of the requirements of such customers and dealers. Therefore, during EmployeeExecutive’s employment with the Company, the Executive will develop a personal relationship with the clients of the Company and a knowledge of those clients’ affairs and requirements, and the relationship of the Company with its established clientele will 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, 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 Section 8 were contained in this Agreement. Accordingly, the Executive agrees during the Term that he is employed by the Company and for the twelve a period of one (121) months following termination of employment for year thereafter, he shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any reasonother person, Employee agrees that Employee will notbusiness or enterprise, except on behalf of the Company, and regardless of the reason for his ceasing to be employed by the Company, directly or indirectly: (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 the Executive’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information.efforts; or (ii) Employee specifically acknowledges that employ as an employee or retain as a consultant any person, firm or entity who is then or at any time during the Confidential Information described in this Section 8 also includes confidential data pertaining preceding twelve months was an employee of or exclusive consultant to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with or persuade or attempt to persuade any employee of or exclusive consultant to the Company and for to leave the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent employ of the Company or solicit to become employed as an employee or retained as a consultant by any of the Company’s employees person, firm or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any entity other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with than the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (ia) Employee specifically The Executive hereby understands, acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers agrees that, by virtue of his position at the Company, that such data is he has and will have advantageous familiarity and personal contacts with the suppliers, vendors, employees and customers (wherever located) of the Company and the Company’s subsidiaries or affiliates and has and will have advantageous familiarity with the Confidential Information. (b) For a valuable and unique asset period of six (6) consecutive months following his last day of employment with the Company or any of the Company’s subsidiaries or affiliates, the Executive shall not, directly or indirectly, or individually or together with any other Person, as owner, shareholder, investor, member, partner, proprietor, principal, director, officer, employee, manager, agent, representative, independent contractor, consultant or otherwise: (i) solicit, request, encourage or advise any Person who is a customer, supplier or vendor of, or otherwise doing business and that with, the success Company or failure any of the Company’s specialized subsidiaries or affiliates on his last day of employment or during such six month non-solicitation period to terminate, reduce, limit or replace their business is dependent in large part upon or relationship with the Company or any of the Company’s ability subsidiaries or affiliates; or (ii) induce, request or attempt to establish and maintain close and continuing personal contacts and working relationships influence any Person who is employed by the Company or any of the Company’s subsidiaries or affiliates on the Executive’s last day of employment with such customers and dealers and the Company to develop proposals which are specifically designed to meet terminate the requirements of such customers and dealers. Therefore, during Employeeemployee’s employment with the Company and for or any of the twelve Company’s subsidiaries or affiliates. (12c) months following termination The Executive acknowledges the nationwide scope of employment for any reason, Employee agrees that Employee will not, except on behalf the business of the Company or with and the Company’s express written consentsubsidiaries or affiliates. Nevertheless, solicitin the event that any provision of this Section 8 is found by a court of competent jurisdiction to exceed the geographic or other restrictions permitted by applicable law, either directly then the court shall have the power to reduce, limit or indirectlyreform (but not to increase or make greater) such provision to make it enforceable to the maximum extent permitted by law, on his own behalf and such provision shall then be enforceable against the Executive in its reduced, limited or reformed manner. In addition, the Company and the Executive agree that the provisions of this Section 8 shall be severable in accordance with Section 12(e) hereof. (d) At all times while the Executive is employed by the Company or any of the Company’s subsidiaries or affiliates, he shall not solicit in any manner, seek to obtain, service or accept any business for or on behalf of any other person Person that is in the same or entity a similar business (or that competes with respect any business, operation or activity) then conducted or proposed to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of be conducted by the Company or solicit any of the Company’s employees subsidiaries or agents to terminate their employment or agency with the Company, except with the Company’s express written consentaffiliates. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining Non-Interference and Non-Competition. As a means to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of protect the Company’s legitimate business and that the success or failure interests including protection of the Company’s specialized business is dependent “Confidential Information” (as defined in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12subparagraph 11(c)) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company (Executive hereby agreeing and acknowledging that the activities prohibited by this Paragraph 11 would necessarily involve the use of Confidential Information), during the “Restricted Period” (as defined below), the Executive shall not, directly, indirectly or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or as an agent on behalf of any person, firm, partnership, corporation or other entity: (i) solicit for employment, consulting or any other provision of services or hire any person who is a full-time or entity with respect part-time employee of (or in the preceding six (6) months was employed by) the Company (or a Company Entity) or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to any similar the Company (or competitive products a Company Entity), provided the prohibition in this clause (i) shall not apply to the Executive’s Executive Assistant. This includes, but is not limited to, inducing or servicesattempting to induce, or influencing or attempting to influence, any such customers and dealers with whom Employee had contact person to terminate his or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of her employment or about which Employee received performance of services with or had access to Confidential Information.for the Company (or a Company Entity); or (ii) Employee specifically acknowledges (x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of the Company (or a Company Entity) during the Term of Employment to discontinue such person’s or entity’s business relationship with the Company (or a Company Entity); or (y) discourage any prospective customer, producer, advertiser, distributor or supplier of the Company (or a Company Entity) from becoming a customer, producer, advertiser, distributor or supplier of the Company (or a Company Entity), including, without limitation, making any negative statements or communications about the Company (or a Company Entity) or their respective shareholders, directors, officers, employees or agents; provided that the Confidential Information described restrictions of this clause (ii) shall apply only to customers, producers, advertisers, distributors or suppliers of the Company with which the Executive had personal contact, or for whom the Executive had some responsibility in this Section 8 also includes confidential data pertaining to current and prospective employees and agents the performance of the Executive’s duties for the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination Term of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent.Employment; or (iii) Employee specifically acknowledges hold any interest in (whether as owner, investor, shareholder, lender or otherwise) or perform any services for (whether as employee, consultant, advisor, director or otherwise), including the service of providing advice for, a Competitive Business. For the purposes of this Agreement, a “Competitive Business” shall be any business that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment directly competes with the Company for viewers, advertisers, distributors, producers, actors or the like in the production, post-production assembly, or distribution/delivery by electronic means (including, but not limited to, broadcast, cable, satellite, or the internet) of video entertainment, or (y) the exploitation of video entertainment through retail sales establishments, theatres or the internet. Notwithstanding the foregoing, if the Merger Agreement is terminated such that the Merger is not consummated, the parties agree and for the twelve (12) months following acknowledge that, from and after any such termination of employment for any reasonsuch Merger Agreement, Employee the foregoing provisions of this subclause (iii) will not directly prohibit the Executive from working for or indirectly solicit, on his own behalf or engaging in activities on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that primarily engaged in the production, distribution and exploitation of video entertainment in the Companyform of motion pictures intended primarily for theatrical release or computer-based gaming, such as described in Section 8(c)(iLions Gate Entertainment, Paramount Pictures and Electronic Arts (as those businesses are currently constituted and operated), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee specifically acknowledges The Executive agrees that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data while he is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with employed by the Company and for the a period of twelve (12) months following termination after the Date of Termination (provided, however, that the Executive’s agreement pursuant to this paragraph (f) shall be unlimited in duration as to clause (ii) immediately below if the Executive shall voluntarily terminate his employment for any reasonpursuant to paragraph 4(c) above), Employee agrees that Employee will the Executive shall not, except on behalf directly or indirectly: (i) without first obtaining the express written permission of the Company’s General Counsel which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any client or customer of the Company with whom the Executive had any contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company or about whom the Executive has acquired any information as a result of his employment with the Company’s . Likewise, the Executive shall not, without first obtaining the express written consentpermission of the Company’s General Counsel which permission may be withheld solely in the Company’s discretion, solicit, either directly or indirectly, on his own behalf indirectly contact or on behalf of solicit business from any other person responsible for referring business to the Company or entity with respect who regularly refers business to any similar or competitive products or services, any such customers and dealers the Company with whom Employee the Executive had any contact or supervisor responsibility about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the twenty-four (24) months preceding Employee’s termination of employment Company or about which Employee received or had access whom the Executive has acquired any information as a result of his employment with the Company. The Executive’s obligations set forth in this paragraph are in addition to those obligations and representations, including those regarding Trade Secret and Confidential Information.Information and inevitable disclosure of the Trade Secret and Confidential Information of the Parking Companies set forth in this paragraph 6; or (ii) Employee specifically acknowledges that take any action to recruit or to directly or indirectly assist in the Confidential Information recruiting or solicitation for employment of any officer, employee or representative of the Parking Companies. It is not the intention of the Company to interfere with the employment opportunities of former employees except in those situations, described above, in this Section 8 also includes confidential data pertaining to current and prospective employees and agents which such employment would conflict with the legitimate interests of the Company. If the Executive, and Employee further agrees after the termination of his employment hereunder, has any question regarding the applicability of the above provisions to a potential employment opportunity, the Executive acknowledges that during Employee’s employment with it is his responsibility to contact the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of so that the Company or solicit any may inform the Executive of the Company’s employees or agents its position with respect to terminate their employment or agency with the Company, except with the Company’s express written consentsuch opportunity. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Company. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (i) Employee Xxxxx specifically acknowledges that the Confidential Information described in this Section 8 7 includes confidential data pertaining to current and prospective customers and dealers of the CompanyLenox, that such data is a valuable and unique asset of the CompanyLenox’s business and that the success or failure of the CompanyLenox’s specialized business is dependent in large part upon the CompanyLenox’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company Transition Period and for the twelve twenty-four (1224) months following termination of employment for any reasonthe Transition Date, Employee Xxxxx agrees that Employee she will not, except on behalf of the Company Lenox or with the CompanyLenox’s express written consent, solicit, either directly or indirectly, on his her own behalf or on behalf of any other person or entity with respect to any similar or competitive products or servicesentity, any such customers and dealers with whom Employee she had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access the Departure Date with respect to Confidential Informationany “business competitive with that conducted by Lenox” as defined in Section 7(c) below. (ii) Employee Xxxxx specifically acknowledges that the Confidential Information described in this Section 8 7 also includes confidential data pertaining to current and prospective employees and agents of the CompanyLenox, and Employee Xxxxx further agrees that during Employee’s Xxxxx’x employment with the Company Lenox and for the twelve twenty-four (1224) months following termination of employment for any reasonthe Transition Date, Employee she will not directly or indirectly solicit, on his her own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent (while employed by Lenox) of the Company Lenox or solicit any of the CompanyLenox’s employees or agents to terminate their employment or agency with the CompanyLenox, except with the CompanyLenox’s express prior written consent. (iii) Employee Xxxxx specifically acknowledges that the Confidential Information described in this Section 8 7 also includes confidential data pertaining to current and prospective vendors and suppliers of the CompanyLenox, and Employee Xxxxx agrees that that, during Employee’s employment with the Company Transition Period and for the twelve twenty-four (1224) months following termination of employment for any reasonthe Transition Date, Employee she will not not, directly or indirectly indirectly, solicit, on his her own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a “business competitive with that of the CompanyLenox” as hereinafter defined, as described in Section 8(c)(i7(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the CompanyLenox. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. Non-Compete 6.1 For a period of two (i2) Employee specifically acknowledges that years following the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers termination of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reasonEmployment, Employee agrees that Employee will not, except on behalf without the prior written consent of the Company or with the Company’s express written consent, solicit, either Corporation: (a) directly or indirectlyindirectly through a subordinate, on his own behalf co-worker, peer, or on behalf of any other person or entity contact, solicit or communicate with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents a customer of the Company, and Employee further agrees that during Employee’s employment with Company or potential customer targeted by the Company and for at the twelve (12) months following time of termination of employment for any reasonthe purpose of (i) offering, Employee will not selling, licensing or providing the same or substantially similar commercial medical testing or anatomical services offered and/or provided to said customer or potential customer by the Company or (ii) influencing said customer’s or potential customer’s decision on whether to purchase or use such commercial medical testing or anatomical services offered by the Company; (b) directly or indirectly solicitthrough a subordinate, on his own behalf co-worker, peer, or on behalf of any other person or entityentity contact, the services of solicit, encourage or induce any person who is an officer, director or employee or agent of the Company to consult, work for or solicit be otherwise engaged by the Employee and/or any of the Company’s employees other person, trade or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. business that either (iiii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment directly competes with the Company and for in the twelve same geographic markets serviced by the Company or (12ii) months following termination of employment for any reasonsupplies, Employee will not services, advises or consults with a person, trade or business that directly competes with the Company in the same geographic markets serviced by the Company; or (c) directly or indirectly solicitown, on his own behalf invest in, consult for, be employed by or on behalf of otherwise engaged by any other person person, trade or entitybusiness that either (i) directly competes with the Company in the same geographic markets serviced by them or (ii) supplies, any services, advises or consults with a person, trade or business that directly competes with the Company vendor or supplier for in the purpose of either providing products or services to same geographic markets serviced by them, except that nothing in this Agreement shall prohibit Employee from holding not more than a business competitive with that three percent (3%) of the Company, as described outstanding shares of a publicly traded company whether or not engaged in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency business activities that compete with the business activities of the Company. (iv) 6.2 Employee further acknowledges and agrees thatthat because the violation, during Employee’s employment with breach, or threatened breach of Paragraph 6.1 of this Agreement would result in immediate and irreparable injury to the Company, the Company shall be entitled, without limitation of remedy, to (a) temporary and for permanent injunctive and other equitable relief restraining Employee from activities constituting a violation, breach or threatened breach of Paragraph 6.1 to the twelve fullest extent allowed by law, (12b) months following termination all such other remedies available at law or in equity, including without limitation the recovery of employment for damages, reasonable attorneys’ fees and costs, and (c) withhold any reasonfurther payments under this Agreement which become due and owing after the occurrence of said violation, breach or threatened breach. In the event that a Court should determine that the Employee will do nothing engaged in conduct in breach of Paragraph 6.1, the Employee agrees to interfere with any of repay to the CompanyCompany all payments made under this Agreement prior to the Court’s business relationshipsfinding.

Non-Solicitation. (ia) Employee specifically acknowledges that the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements of such customers and dealers. Therefore, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential Information. (ii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective employees and agents of the Company, and Employee further agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, the services of any person who is an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described in this Section 8 also includes confidential data pertaining to current and prospective vendors and suppliers of the Company, and Employee agrees that during Employee’s employment with the Company and for eighteen (18) months after the termination of Employee’s employment with the Company, Employee shall not, without the Company’s written permission, directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative or disparaging statements or communications about the Company or its Subsidiaries or affiliates), (iii) directly or indirectly acquire or attempt to acquire any business which the Company or its Subsidiaries identified as a potential acquisition target during or prior to Employee’s employment with the Company (an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person or entity other than the Company or its Subsidiaries. In addition to the foregoing, Employee agrees that Employee shall not at any time, without the Company’s written permission, directly or indirectly through another person or entity hire any person who was an employee of the Company or any of its Subsidiaries at any time during the twelve (12) months following termination preceding such hiring, unless such person was terminated by the Company without cause. For purposes of employment for any reasonthis Section 8(a), the term “employee” shall include consultants and independent contractors of the Company and its Subsidiaries. (b) Employee will not directly or indirectly solicit, on his own behalf or on behalf agrees that the covenants made in this Section 8 shall be construed as agreements independent of any other person or entity, provision(s) of this Agreement and shall survive any Company vendor or supplier for the purpose order of either providing products or services to a business competitive with that court of the Company, as described in Section 8(c)(i), or competent jurisdiction terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companyany other provision(s) of this Agreement. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.

Non-Solicitation. (a) As a material condition to the engagement of Ricoh by Dealer, for so long as Dealer is an authorized dealer of Ricoh, Ricoh shall not solicit Dealer’s employees or customers for any purpose whatsoever; provided, however, Ricoh shall be permitted to perform Services directly to a Dealer customer if Dealer chooses (i) Employee specifically acknowledges that not to provide such Services itself and/or (ii) not to engage Ricoh as a subcontractor to provide such Services to a Dealer customer. Upon encountering an opportunity for Services for a Dealer customer, Ricoh shall provide written notice to Dealer outlining the Confidential Information described in this Section 8 includes confidential data pertaining to current and prospective customers and dealers of the Company, that such data is a valuable and unique asset of the Company’s business and that the success or failure of the Company’s specialized business is dependent in large part upon the Company’s ability to establish and maintain close and continuing personal contacts and working relationships with such customers and dealers and to develop proposals which are specifically designed to meet the requirements specifics of such customers Services and dealersDealer shall have ten (10) business days in which to respond as to whether Dealer will perform the Services itself and whether it will engage Ricoh as a subcontractor. ThereforeDealer’s failure to respond within such ten (10) day period shall permit Ricoh to provide the Services directly to a Dealer customer. (b) As a material condition of Ricoh providing the Ricoh Services to Dealer, during Employee’s the term of this Agreement and for a period of one (1) year following the expiration or termination of this Agreement for any reason, Dealer shall not (i) offer employment to any employee of Ricoh, (ii) attempt to directly or indirectly induce or solicit any employee of Ricoh to terminate his or her employment with the Company and Ricoh, or (iii) offer employment to a former employee of Ricoh for the twelve (12) months month period immediately following such former employee's termination of employment for any reason, Employee agrees that Employee will not, except on behalf of the Company or with the Company’s express written consent, solicit, either directly or indirectly, on his own behalf or on behalf of any other person or entity with respect to any similar or competitive products or services, any such customers and dealers with whom Employee had contact or supervisor responsibility during the twenty-four (24) months preceding Employee’s termination of employment or about which Employee received or had access to Confidential InformationRicoh. (iic) Employee specifically acknowledges that In the Confidential Information described event of a breach by Dealer of this Section, Dealer shall, within ten (10) days of such breach, pay Ricoh, in this Section 8 also includes confidential data pertaining addition to current and prospective employees and agents any other fees required hereunder, damages in an amount equal to fifty percent (50%) of the Company, and Employee further agrees that during Employee’s employment with total compensation paid to such employee or former employee in the Company and for the last twelve (12) months following termination of his or her employment by Ricoh. Money damages may not be an adequate remedy for any reasona breach of this Section by Ricoh or Dealer and, Employee will not directly or indirectly solicittherefore, on his own behalf or on behalf of in addition to any other person legal or entityequitable remedies available to it, the services of any person who is Ricoh or Dealer, as applicable shall be entitled to obtain an employee or agent of the Company or solicit any of the Company’s employees or agents to terminate their employment or agency with the Company, except with the Company’s express written consent. (iii) Employee specifically acknowledges that the Confidential Information described injunction against such breach. The obligations set forth in this Section 8 also includes confidential data pertaining to current are independent covenants and prospective vendors and suppliers shall survive the termination or expiration of the Company, and Employee agrees that during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will not directly or indirectly solicit, on his own behalf or on behalf of any other person or entity, any Company vendor or supplier for the purpose of either providing products or services to a business competitive with that of the Company, as described in Section 8(c)(i), or terminating or materially changing such vendor’s or supplier’s relationship or agency with the Companythis Agreement. (iv) Employee further agrees that, during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee will do nothing to interfere with any of the Company’s business relationships.