Common use of Noncompetition Agreement Clause in Contracts

Noncompetition Agreement. In consideration of the substantial benefits that Executive is receiving under this Agreement and the Proprietary Information already provided to and to be provided to Executive, Executive hereby agrees with Employer that Executive will not: (a) During Executive’s employment hereunder and for a period of two years after Executive ceases to be employed by Employer (the “Non-Compete Termination Date”), directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, or equity interest holder of, or lender to, any Person (as defined below) or business, engage in any Restricted Business (as defined below) anywhere in the United States. (b) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) induce any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or governmental body (each, a “Person”) that is a customer of Employer or any of its Affiliates to enter into any contract with or otherwise patronize any business directly or indirectly in competition with the business conducted by Employer or any of its Affiliates; (ii) canvass, solicit, or accept from any Person who is a customer of Employer, or any of its Affiliates, any business; or (iii) request or advise any Person who is a customer, vendor, or lessor of Employer, or any of its Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer or any of its Affiliates. (c) From the Effective Date until the Non-Compete Termination Date, directly or indirectly employ, or knowingly permit any Affiliate of Executive to employ, any Person whom Employer or any of its Affiliates employed within the prior six months. (d) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Executive, any of Executive’s Affiliates or any other Person, any employee or then currently active independent contractor of Employer, or any of its Affiliates, or any Person who was an employee or then currently active independent contractor of Employer, or any of its Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such Person (A) whose employment or independent contractor relationship was terminated by Employer or the applicable Employer Affiliate, or (B) who independently responded to a general solicitation for employment by Executive or Executive’s Affiliate; or (ii) induce, or attempt to induce, any employee or independent contractor of Employer, or any of its Affiliates, to terminate such employee’s employment or independent contractor’s active contractual relationship with Employer or the applicable Employer Affiliate. (e) From the Effective Date until the Non-Compete Termination Date call on any Person that was operating a competitive business at any time during the period from the Effective Date to the Non-Compete Termination Date with the knowledge that such Person was operating a competitive business, for the purpose of acquiring, or arranging the acquisition of, that competitive business by any Person other than Employer or any of its Affiliates (or preventing the acquisition of any competitive business by Employer or any of its Affiliates). (f) Notwithstanding the foregoing, the beneficial ownership of less than 5% of any class of equity interests of a Person that are actively traded on a national securities exchange or over-the-counter market will not be deemed, in and of itself, to violate the prohibitions of this Section. Executive agrees and acknowledges that the restrictions in this Section are reasonable in scope and duration and are necessary to protect Employer and its Affiliates. If any provision of this Section, as applied to either party or to any circumstance, is adjudged by a judicial authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the parties agree that the judicial authority, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The parties agree and acknowledge that the violation of any provision of this Section will cause irreparable damage to Employer and its Affiliates and upon violation of any provision of this Section, Employer and its Affiliates will be entitled to injunctive relief, specific performance, or other equitable relief without bond or other security; provided, however, that the foregoing remedies will in no way limit any other remedies that Employer or any of its Affiliates may have. Employer may, without notifying Executive, notify any subsequent employer of Executive of Executive’s rights and obligations under this Section.

Noncompetition Agreement. In consideration Covenantor agrees that, for a period from the date of the substantial benefits that Executive is receiving under this Agreement and the Proprietary Information already provided up to and to be provided to Executiveincluding May 11, Executive hereby agrees with Employer that Executive will 2003, without the prior written consent of OutSource, Covenantor shall not: 1.1 engage in a Competitive Business (aas hereafter defined) During Executive’s employment hereunder and for or in a period of two years after Executive ceases to be employed by Employer (the “Non-Compete Termination Date”)Competitive Business perform services, directly or indirectly, alone on behalf of itself or in connection with any other person, or as a an employee, proprietor, owner, partner, joint venturerdirector, officer, associate, shareholder, agent, contractor, employer, or consultant, of any entity, within the state of Illinois (collectively the "Territory"). 1.2 have any direct or indirect interest, as a disclosed or beneficial owner, in any Competitive Business within the Territory except that Covenantor may own up to 5% of the issued and outstanding stock in a Competitive Business which is a publicly held company. 1.3 perform services as a director, officer, manager, employee, consultant, representative, agent, independent contractor or otherwise for any Competitive Business within the Territory; 1.4 have any direct or indirect interest in any entity which is granted or is granting franchises or licenses to others to operate a Competitive Business within the Territory except for an ownership of up to 5% of the issued and outstanding shares of a Competitive Business which is a publicly held company. 1.5 solicit, recruit or hire any employee of OutSource, its affiliates or franchise associates, except for non-staffing employees who respond to a general solicitation of employment or approach Covenantor without prior solicitation; 1.6 except as allowed above with respect to a Competitive Business, directly or indirectly, on behalf of itself or any other person, or as an employee, proprietor, consultant, agent, contractor, employer, affiliate, partner, owner, officer, director, member, employee, consultant, agent, independent contractorassociate, or equity interest holder ofstockholder of any other person or entity, or lender to, any Person (as defined below) or business, engage in any Restricted Business (as defined below) anywhere in the United States. (b) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) induce any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or governmental body (each, a “Person”) that is a customer of Employer or any of its Affiliates to enter into any contract with or otherwise patronize any business directly or indirectly in competition with the business conducted by Employer or any of its Affiliates; (ii) canvassother capacity, solicit, divert, take away or accept from any Person who is a customer of Employer, or interfere with any of its Affiliates, any business; or (iii) request or advise any Person who is a customer, vendor, or lessor of Employer, or any of its Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer or any of its Affiliates. (c) From the Effective Date until the Non-Compete Termination Date, directly or indirectly employ, or knowingly permit any Affiliate of Executive to employ, any Person whom Employer or any of its Affiliates employed within the prior six months. (d) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Executive, any of Executive’s Affiliates or any other Person, any employee or then currently active independent contractor of Employer, or any of its Affiliates, or any Person who was an employee or then currently active independent contractor of Employer, or any of its Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such Person (A) whose employment or independent contractor relationship was terminated by Employer or the applicable Employer Affiliate, or (B) who independently responded to a general solicitation for employment by Executive or Executive’s Affiliate; or (ii) induce, or attempt to induce, any employee or independent contractor of Employer, or any of its Affiliates, to terminate such employee’s employment or independent contractor’s active contractual relationship with Employer or the applicable Employer Affiliate. (e) From the Effective Date until the Non-Compete Termination Date call on any Person that was operating a competitive business at any time during the period from the Effective Date to the Non-Compete Termination Date with the knowledge that such Person was operating a competitive business, for customers, clients, contractors, trade or patronage of OutSource, its affiliates or franchise associates. In the purpose of acquiring, or arranging the acquisition of, event that competitive business by any Person other than Employer or any of its Affiliates (or preventing the acquisition of any competitive business by Employer or any of its Affiliates). (f) Notwithstanding the foregoing, the beneficial ownership of less than 5% of any class of equity interests of a Person that are actively traded on a national securities exchange or over-the-counter market will not be deemed, in and of itself, to violate the prohibitions of this Section. Executive agrees and acknowledges that the restrictions in this Section are reasonable in scope and duration and are necessary to protect Employer and its Affiliates. If any provision of this Section, as applied to either party or to any circumstance, is adjudged by a judicial authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the parties agree that the judicial authority, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The parties agree and acknowledge that the violation of any provision provisions of this Section will cause irreparable damage 1 should be deemed to Employer exceed the time or geographic limitations permitted under any applicable law, then such provision shall be, and its Affiliates and upon violation of any provision of this Sectionhereby is, Employer and its Affiliates will be entitled reformed to injunctive relief, specific performance, the maximum time or other equitable relief without bond or other security; provided, however, that the foregoing remedies will in no way limit any other remedies that Employer or any of its Affiliates may have. Employer may, without notifying Executive, notify any subsequent employer of Executive of Executive’s rights and obligations geographic limitations permitted under this Sectionsuch applicable law.

Noncompetition Agreement. In consideration of the substantial benefits that Executive is receiving under this Agreement and the Proprietary Information already provided to and to be provided to ExecutiveAgreement, Executive hereby agrees with Employer that Executive will not: (a) During Executive’s employment hereunder and for a period of two years after Executive ceases to be employed by Employer (the “Non-Compete Termination Date”), directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, or equity interest holder of, or lender to, any Person (as defined below) or business, engage in any Restricted Business the design, manufacturing, sale, repair, maintenance and refurbishing of, or the provision of services related to, medical devices being developed, manufactured, sold and/or marketed by Employer or its Affiliates (or devices that are primarily intended as defined belowsubstitutes for such devices) on the date Executive ceases to be employed by Employer (the “Business”) anywhere in the United States. (b) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) induce any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or governmental body (each, a “Person”) that is a customer of Employer or any of its Affiliates to enter into any contract with or otherwise patronize any business directly or indirectly in competition with the business Business conducted by Employer or any of its Affiliates; (ii) canvass, solicit, or accept from any Person who is a customer of Employer, or any of its Affiliates, any businesssuch Business; or (iii) request or advise any Person who is a customer, vendor, or lessor of Employer, or any of its Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer Employer, or any of its Affiliates. (c) From the Effective Date until the Non-Compete Termination Date, directly or indirectly employ, or knowingly permit any Affiliate of Executive to employ, any Person whom Employer or any of its Affiliates employed within the prior six months. (d) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Executive, any of Executive’s Affiliates or any other Person, any employee or then currently active independent contractor of Employer, or any of its Affiliates, or any Person who was an employee or then currently active independent contractor of Employer, or any of its Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such Person (A) whose employment or independent contractor relationship was terminated by Employer or the applicable Employer Affiliate, or (B) who independently responded to a general solicitation for employment by Executive or Executive’s Affiliate; or (ii) induce, or attempt to induce, any employee or independent contractor of Employer, or any of its Affiliates, to terminate such employee’s employment or independent contractor’s active contractual relationship with Employer or the applicable Employer Affiliate. (e) From the Effective Date until the Non-Compete Termination Date call on any Person that was operating a competitive business at any time during the period from the Effective Date to the Non-Compete Termination Date with the knowledge that such Person was operating a competitive business, for the purpose of acquiring, or arranging the acquisition of, that competitive business by any Person other than Employer Employer, or any of its Affiliates (or preventing the acquisition of any competitive business by Employer any Person other than Employer, or any of its Affiliates). (f) Notwithstanding the foregoing, the beneficial ownership of less than 5% of any class of equity interests of a Person that are actively traded on a national securities exchange or over-the-counter market will not be deemed, in and of itself, to violate the prohibitions of this Section. Executive agrees and acknowledges that the restrictions in this Section are reasonable in scope and duration and are necessary to protect Employer and its Affiliates. If any provision of this Section, as applied to either party or to any circumstance, is adjudged by a judicial authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the parties agree that the judicial authority, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The parties agree and acknowledge that the violation of any provision of this Section will cause irreparable damage to Employer and its Affiliates and upon violation of any provision of this Section, Employer and its Affiliates will be entitled to injunctive relief, specific performance, or other equitable relief without bond or other security; provided, however, that the foregoing remedies will in no way limit any other remedies that Employer or any of its Affiliates may have. Employer may, without notifying Executive, notify any subsequent employer of Executive of Executive’s rights and obligations under this Section.

Noncompetition Agreement. In consideration of the substantial benefits that Executive is receiving under this Agreement and the Proprietary Information already provided to and to be provided to Executive, Executive hereby agrees with Employer that Executive will not: (a) During Executive’s employment hereunder and for a period of two years after Executive ceases to be employed by Employer (the “Non-Compete Termination Date”), directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, or equity interest holder of, or lender to, any Person (as defined below) or business, engage in any Restricted Business (as defined below) anywhere in the United States. (b) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) induce any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or governmental body (each, a “Person”) that is a customer of Employer or any of its Affiliates to enter into any contract with or otherwise patronize any business directly or indirectly in competition with the business conducted by Employer or any of its Affiliates; (ii) canvass, solicit, or accept from any Person who is a customer of Employer, or any of its Affiliates, any business; or (iii) request or advise any Person who is a customer, vendor, or lessor of Employer, or any of its Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer or any of its Affiliates. (c) From the Effective Date until the Non-Compete Termination Date, directly or indirectly employ, or knowingly permit any Affiliate of Executive to employ, any Person whom Employer or any of its Affiliates employed within the prior six months. (d) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Executive, any of Executive’s Affiliates or any other Person, any employee or then currently active independent contractor of Employer, or any of its Affiliates, or any Person who was an employee or then currently active independent contractor of Employer, or any of its Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such Person (A) whose employment or independent contractor relationship was terminated by Employer or the applicable Employer Affiliate, or (B) who independently responded to a general solicitation for employment by Executive or Executive’s Affiliate; or (ii) induce, or attempt to induce, any employee or independent contractor of Employer, or any of its Affiliates, to terminate such employee’s employment or independent contractor’s active contractual relationship with Employer or the applicable Employer Affiliate. (e) From the Effective Date until the Non-Compete Termination Date call on any Person that was operating a competitive business at any time during the period from the Effective Date to the Non-Compete Termination Date with the knowledge that such Person was operating a competitive business, for the purpose of acquiring, or arranging the acquisition of, that competitive business by any Person other than Employer Employer, or any of its Affiliates (or preventing the acquisition of any competitive business by Employer any Person other than Employer, or any of its Affiliates). (f) Notwithstanding the foregoing, the beneficial ownership of less than 5% of any class of equity interests of a Person that are actively traded on a national securities exchange or over-the-counter market will not be deemed, in and of itself, to violate the prohibitions of this Section. Executive agrees and acknowledges that the restrictions in this Section are reasonable in scope and duration and are necessary to protect Employer and its Affiliates. If any provision of this Section, as applied to either party or to any circumstance, is adjudged by a judicial authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the parties agree that the judicial authority, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The parties agree and acknowledge that the violation of any provision of this Section will cause irreparable damage to Employer and its Affiliates and upon violation of any provision of this Section, Employer and its Affiliates will be entitled to injunctive relief, specific performance, or other equitable relief without bond or other security; provided, however, that the foregoing remedies will in no way limit any other remedies that Employer or any of its Affiliates may have. Employer may, without notifying Executive, notify any subsequent employer of Executive of Executive’s rights and obligations under this Section.

Noncompetition Agreement. In consideration of the substantial benefits that Executive is receiving under this Agreement and the Proprietary Information already provided to and to be provided to Executive, Executive hereby agrees with Employer that Executive will not: (a) During Executive’s employment hereunder and for a Without the prior written consent of Employer, Employee shall not, during the period of two years after Executive ceases to be employed by Employer (the “Non-Compete Termination Date”)employment with Employer, or any of its affiliates, directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, or equity interest holder of, or lender to, any Person invest (as defined belowother than investments in publicly-owned companies) or business, engage in any Restricted Business (as defined below) anywhere in the United States. (b) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) induce any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or governmental body (each, a “Person”) business that is a customer competitive with that of Employer or any of its Affiliates to enter into any contract affiliates or accept employment with or otherwise patronize render services to a competitor of Employer or any of its affiliates as a director, officer, agent, employee or consultant, or solicit or attempt to solicit or accept business that is competitive with any business directly or indirectly in competition with the business being conducted by Employer or any of its Affiliates; (ii) canvass, solicit, or accept affiliates during Employee's employment under this Agreement from any Person who is a customer of Employer, the customers or any prospective customers of its Affiliates, any business; or (iii) request or advise any Person who is a customer, vendor, or lessor of Employer, or any of its Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer or any of its Affiliatesaffiliates, or take any action inconsistent with the fiduciary relationship of an employee to his employer. (cb) From Upon any termination or cessation of Employee's employment with Employer and all of its affiliates for any reason whatsoever, Employee shall not, prior to the Effective Date until the Non-Compete Termination Datedate which would have been Employee's termination date, directly or indirectly employindirectly, either as an individual, a partner or a joint venturer, or knowingly permit in any Affiliate of Executive to employother capacity, (i) invest (other than investments in publicly-owned Companies) or engage in any Person whom business that is competitive, within any county, whether or not in Oklahoma, in which Employer or any of its Affiliates employed within affiliates operates at the prior six months. (d) From the Effective Date until the Non-Compete Termination Datetime of such termination or cessation, directly or indirectly (i) solicit for employment or other similar relationship with Executive, any that of Executive’s Affiliates or any other Person, any employee or then currently active independent contractor of Employer, or any of its Affiliates, or any Person who was an employee or then currently active independent contractor of Employer, or any of its Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such Person (A) whose employment or independent contractor relationship was terminated by Employer or the applicable Employer Affiliateits affiliates, or (B) who independently responded to a general solicitation for employment by Executive or Executive’s Affiliate; or (ii) induce, accept employment with or attempt render services to induce, any employee or independent contractor a competitor of Employer, or any of its Affiliates, to terminate such employee’s employment or independent contractor’s active contractual relationship with Employer or the applicable Employer Affiliate. (e) From the Effective Date until the Non-Compete Termination Date call on its affiliates, within any Person that was operating a competitive business at any time during the period from the Effective Date to the Non-Compete Termination Date with the knowledge that such Person was operating a competitive businesscounty, for the purpose of acquiringwhether or not in Oklahoma, or arranging the acquisition of, that competitive business by any Person other than in which Employer or any of its Affiliates affiliates operates at the time of such termination or cessation, as a director, officer, agent, employee or consultant, or (iii) contact, solicit or preventing attempt to solicit or accept business from any of the acquisition customers of any competitive business by Employer or any its affiliates, wherever located, as of its Affiliates). (f) Notwithstanding the foregoingtime of Employee's termination or cessation of employment, the beneficial ownership whose insurance policies or claims or other contracts or orders are processed or approved of less than 5% of any class of equity interests of a Person that are actively traded on a national securities exchange in Lincoln County, Oklahoma, or over-the-counter market will such other county or counties, whether or not be deemedin Oklahoma, in and of itself, to violate the prohibitions of this Section. Executive agrees and acknowledges that the restrictions in this Section are reasonable in scope and duration and are necessary to protect Employer and its Affiliates. If any provision of this Section, as applied to either party which they may hereafter handle such processing or to any circumstance, is adjudged by a judicial authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the parties agree that the judicial authority, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The parties agree and acknowledge that the violation of any provision of this Section will cause irreparable damage to Employer and its Affiliates and upon violation of any provision of this Section, Employer and its Affiliates will be entitled to injunctive relief, specific performance, or other equitable relief without bond or other securityapproval; provided, however, that this subsection (b) shall not apply if Employee is terminated without just cause and ceases to receive the foregoing remedies will compensation set forth in no way limit any other remedies that Employer or any subsection 1(a) of its Affiliates may have. Employer may, without notifying Executive, notify any subsequent employer of Executive of Executive’s rights and obligations under this SectionAgreement.

Noncompetition Agreement. In consideration Seller agrees that, for a period from the date of the substantial benefits that Executive is receiving under this Agreement and the Proprietary Information already provided up to and to be provided to Executiveincluding May 11, Executive hereby agrees with Employer that Executive will 2003, without the prior written consent of OutSource, Seller shall not: 1.1 engage in a Competitive Business (aas hereafter defined) During Executive’s employment hereunder and for or in a period of two years after Executive ceases to be employed by Employer (the “Non-Compete Termination Date”)Competitive business perform services, directly or indirectly, alone on behalf of itself or in connection with any other person, or as a an employee, proprietor, owner, partner, joint venturerdirector, officer, associate, shareholder, agent, contractor, employer, or consultant, of any entity, within the state of Illinois (collectively the "Territory"). 1.2 have any direct or indirect interest, as a disclosed or beneficial owner, in any Competitive Business within the Territory except that Seller may own up 5% of the issued and outstanding stock in a Competitive Business which is a publicly held company. 1.3 perform services as a director, officer, manager, employee, consultant, representative, agent, independent contractor or otherwise for any Competitive Business within the Territory; 1.4 have any direct or indirect interest in any entity which is granted or is granting franchises or licenses to others to operate a Competitive Business within the Territory except for an ownership of up to 5% of the issued and outstanding shares of a Competitive Business which is a publicly held company. 1.5 solicit, recruit or hire any employee of OutSource, its affiliates or franchise associates; except for non-staffing employees who respond to a general solicitation of employment or approach Seller without prior solicitation; 1.6 except as allowed above with respect to a Competitive business, directly or indirectly, on behalf of itself or any other person, or as an employee, proprietor, consultant, agent, contractor, employer, affiliate, partner, owner, officer, director, member, employee, consultant, agent, independent contractorassociate, or equity interest holder ofstockholder of any other person or entity, or lender to, any Person (as defined below) or business, engage in any Restricted Business (as defined below) anywhere in the United States. (b) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) induce any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or governmental body (each, a “Person”) that is a customer of Employer or any of its Affiliates to enter into any contract with or otherwise patronize any business directly or indirectly in competition with the business conducted by Employer or any of its Affiliates; (ii) canvassother capacity, solicit, divert, take away or accept from any Person who is a customer of Employer, or interfere with any of its Affiliates, any business; or (iii) request or advise any Person who is a customer, vendor, or lessor of Employer, or any of its Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer or any of its Affiliates. (c) From the Effective Date until the Non-Compete Termination Date, directly or indirectly employ, or knowingly permit any Affiliate of Executive to employ, any Person whom Employer or any of its Affiliates employed within the prior six months. (d) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Executive, any of Executive’s Affiliates or any other Person, any employee or then currently active independent contractor of Employer, or any of its Affiliates, or any Person who was an employee or then currently active independent contractor of Employer, or any of its Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such Person (A) whose employment or independent contractor relationship was terminated by Employer or the applicable Employer Affiliate, or (B) who independently responded to a general solicitation for employment by Executive or Executive’s Affiliate; or (ii) induce, or attempt to induce, any employee or independent contractor of Employer, or any of its Affiliates, to terminate such employee’s employment or independent contractor’s active contractual relationship with Employer or the applicable Employer Affiliate. (e) From the Effective Date until the Non-Compete Termination Date call on any Person that was operating a competitive business at any time during the period from the Effective Date to the Non-Compete Termination Date with the knowledge that such Person was operating a competitive business, for customers, clients, contractors, trade or patronage of OutSource, its affiliates or franchise associates. In the purpose of acquiring, or arranging the acquisition of, event that competitive business by any Person other than Employer or any of its Affiliates (or preventing the acquisition of any competitive business by Employer or any of its Affiliates). (f) Notwithstanding the foregoing, the beneficial ownership of less than 5% of any class of equity interests of a Person that are actively traded on a national securities exchange or over-the-counter market will not be deemed, in and of itself, to violate the prohibitions of this Section. Executive agrees and acknowledges that the restrictions in this Section are reasonable in scope and duration and are necessary to protect Employer and its Affiliates. If any provision of this Section, as applied to either party or to any circumstance, is adjudged by a judicial authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the parties agree that the judicial authority, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The parties agree and acknowledge that the violation of any provision provisions of this Section will cause irreparable damage 1 should be deemed to Employer exceed the time or geographic limitations permitted under any applicable law, then such provision shall be, and its Affiliates and upon violation of any provision of this Sectionhereby is, Employer and its Affiliates will be entitled reformed to injunctive relief, specific performance, the maximum time or other equitable relief without bond or other security; provided, however, that the foregoing remedies will in no way limit any other remedies that Employer or any of its Affiliates may have. Employer may, without notifying Executive, notify any subsequent employer of Executive of Executive’s rights and obligations geographic limitations permitted under this Sectionsuch applicable law.

Noncompetition Agreement. In consideration of the substantial benefits that Executive is receiving under this Agreement and the Proprietary Information already provided to and to be provided to ExecutiveAgreement, Executive hereby agrees with Employer that Executive will not: (a) During Executive’s employment hereunder and for a period of two years after Executive ceases to be employed by Employer (the “Non-Compete Termination Date”), directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, or equity interest holder of, or lender to, any Person (as defined below) or business, engage in any Restricted Business the design, manufacturing, sale, repair, maintenance and refurbishing of, or the provision of services related to, medical devices being developed, manufactured, sold and/or marketed by Employer or its Affiliates (or devices that are primarily intended as defined belowsubstitutes for such devices) on the date Executive ceases to be employed by Employer (the “Business”) anywhere in the United States. (b) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) induce any individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labor organization, unincorporated organization, or governmental body (each, a “Person”) that is a customer of Employer Employer, or any of its Affiliates to enter into any contract with or otherwise patronize any business directly or indirectly in competition with the business Business conducted by Employer Employer, or any of its Affiliates; (ii) canvass, solicit, or accept from any Person who is a customer of Employer, or any of its Affiliates, any businesssuch Business; or (iii) request or advise any Person who is a customer, vendor, or lessor of Employer, or any of its Affiliates, to withdraw, curtail, or cancel any such customer’s, vendor’s, or lessor’s business with Employer Employer, or any of its Affiliates. (c) From the Effective Date until the Non-Compete Termination Date, directly or indirectly employ, or knowingly permit any Affiliate of Executive to employ, any Person whom Employer Employer, or any of its Affiliates employed within the prior six months. (d) From the Effective Date until the Non-Compete Termination Date, directly or indirectly (i) solicit for employment or other similar relationship with Executive, any of Executive’s Affiliates or any other Person, any employee or then currently active independent contractor of Employer, or any of its Affiliates, or any Person who was an employee or then currently active independent contractor of Employer, or any of its Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such Person (A) whose employment or independent contractor relationship was terminated by Employer or the applicable Employer Affiliate, or (B) who independently responded to a general solicitation for employment by Executive or Executive’s Affiliate; or (ii) induce, or attempt to induce, any employee or independent contractor of Employer, or any of its Affiliates, to terminate such employee’s employment or independent contractor’s active contractual relationship with Employer or the applicable Employer Affiliate. (e) From the Effective Date until the Non-Compete Termination Date call on any Person that was operating a competitive business at any time during the period from the Effective Date to the Non-Compete Termination Date with the knowledge that such Person was operating a competitive business, for the purpose of acquiring, or arranging the acquisition of, that competitive business by any Person other than Employer Employer, or any of its Affiliates (or preventing the acquisition of any competitive business by Employer any Person other than Employer, or any of its Affiliates). (f) Notwithstanding the foregoing, the beneficial ownership of less than 5% of any class of equity interests of a Person that are actively traded on a national securities exchange or over-the-counter market will not be deemed, in and of itself, to violate the prohibitions of this Section. Executive agrees and acknowledges that the restrictions in this Section are reasonable in scope and duration and are necessary to protect Employer and its Affiliates. If any provision of this Section, as applied to either party or to any circumstance, is adjudged by a judicial authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the same will in no way affect any other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, the parties agree that the judicial authority, arbitrator, or mediator making such determination will have the power to reduce the duration, area, and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable in accordance with its terms and will be enforced. The parties agree and acknowledge that the violation of any provision of this Section will cause irreparable damage to Employer and its Affiliates and upon violation of any provision of this Section, Employer and its Affiliates will be entitled to injunctive relief, specific performance, or other equitable relief without bond or other security; provided, however, that the foregoing remedies will in no way limit any other remedies that Employer or any of its Affiliates may have. Employer may, without notifying Executive, notify any subsequent employer of Executive of Executive’s rights and obligations under this Section.