Common use of Noncompetition and Nondisclosure Clause in Contracts

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment; (d) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s employ or from the faithful discharge of such employee’s contractual and fiduciary obligations to serve TSC’s interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors; (c) Without limiting the obligations of paragraph Paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation: (i) for a period of one year following his termination of employment for any reason, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one two year period preceding his termination of employment; or (ii) for a period of one years following any termination for any reason, participate in or have a financial, management or other interest in any business enterprise that engages in, or within one year of the termination of Employee’s employment has plans to engage in, substantial and direct competition with TSC if such participation will likely involve the use by Employee of business plans, strategies and other confidential TSC business information developed or acquired by Employee during his employment as a senior officer of TSC; (d) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s employ or from the faithful discharge of such employee’s contractual and fiduciary obligations to serve TSC’s interests with undivided loyalty; (e) For one year years following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s 's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”"confidential information") which gives TSC a business advantage over others who do not have such information. Confidential Information information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; recruiting prospects and employee lists, methodologies; training materials; and computer software. Employee acknowledges that during the Term course of Employmenthis employment, he will obtain knowledge of such Confidential Informationconfidential information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s 's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information's confidential information; (b) During the Term course of Employment his employment and subsequent to termination, Employee agrees to treat all such Confidential Information information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s 's Chief Executive Officer any Confidential Information confidential information unless at that time the information has become generally and lawfully known to TSC’s 's competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one two year period preceding his termination of employmenttermination; (d) During a one year period immediately following Employee’s 's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s 's employ or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s 's interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s 's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“"Confidential Information”") which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s 's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s 's Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s 's Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s 's competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment; (d) During a one year period immediately following Employee’s 's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s 's employ or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s 's interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee (a) Each Non-Voting Shareholder acknowledges that the successful development and marketing of TSC’s professional the Corporation's products and services and products require requires substantial time and expense. Such efforts generate for TSC the Corporation valuable and proprietary information (“"Confidential Information”") which gives TSC the Corporation a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects the Corporation includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; financial information; pricing data; methodologies; training materials; account information; and computer software. Employee Each Non-Voting Shareholder acknowledges that during the Term of Employmenthis employment, he will have access to and obtain knowledge of such Confidential Information. Accordingly, Employee each Non-Voting Shareholder agrees to undertake the following obligations obligations, which he acknowledges to be reasonably designed to protect TSC’s the Corporation's legitimate business interests without unnecessarily or unreasonably restricting Employee’s the Non-Voting Shareholder's post-employment opportunities: (ai) Upon termination of the Term of Non-Voting Shareholder's Employment for any reason, Employee the Non-Voting Shareholder shall return all TSC propertyCorporation property in his possession, custody, or control, including but not limited to computer programs, without limitation all files, notes, records, charts, computer programs, customer business cards, or any other documents or things containing containing, in whole or in part part, any of TSC’s the Corporation's Confidential Information;. (bii) During the Term of Employment Non-Voting Shareholder's employment and subsequent to terminationthe termination of his employment, Employee each Non-Voting Shareholder agrees to treat all such of the Corporation's Confidential Information as confidential and to take all necessary precautions against the disclosure of such information to third parties during and after Employee’s employment with TSCparties. Employee Each Non-Voting Shareholder shall refrain from using or disclosing to any person, without the prior written approval of TSC’s the Corporation's Chief Executive Officer Officer, any of the Corporation's Confidential Information Information, unless at that time the information has become generally and lawfully known to TSC’s the Corporation's competitors;. (cb) Without limiting Each Non-Voting Shareholder agrees that (except as agreed to in writing by the obligations of paragraph 8(b), Employee shall not, Corporation) during his employment with the Corporation and for a period of one year following his eighteen (18) months after the termination of his employment for any reason whatsoever or for no reason, for himself whether voluntary or involuntary, the Non- Voting Shareholder will not, except on behalf of the Corporation: (i) become associated, directly or indirectly, whether as an investor (excluding investments representing less than one percent (1%) of the common stock of a public company), lender, owner, officer, director, employee, agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed servicesconsultant, or prospective TSC client to whom Employee submittedany other capacity with any business that competes with the products or services being provided by the Corporation. (ii) solicit, induce, or assisted assist in the submission of a proposal during the one year period preceding his termination of employment; any way (ddirectly or indirectly) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee of the Corporation away from TSC’s employ the Corporation or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s the Corporation's interests with undivided loyalty;; or (eiii) For one year following his termination solicit or assist in any way (directly or indirectly) in the solicitation of business with or from any customer of the Corporation, or prospective customer of the Corporation during the Non-Voting Shareholder's employment with the Corporation. (c) It is agreed that any breach or anticipated or threatened breach of any of the Non-Voting Shareholder's covenants contained in this Section 9.2 will result in irreparable harm and continuing damages to the Corporation and its business and that the Corporation's remedy at law for any reasonsuch breach or anticipated or threatened breach will be inadequate; and, Employee shall keep TSC currently advised accordingly, in writing addition to any and all other remedies that may be available to the Corporation at law or in equity in such event, any court of competent jurisdiction may issue a decree of specific performance or issue a temporary and permanent injunction, without the necessity of the name Corporation posting bond or furnishing other security and address without proving special damages or irreparable injury, enjoining and restricting the breach, or threatened breach, of each business organization for any such covenant. In addition to, and not in lieu of, the foregoing rights and remedies, the Corporation shall be entitled to receive from the breaching Non-Voting Shareholder an amount equal to the unpaid balance, if any, of the Purchase Price due to the breaching Non-Voting Shareholder (as of the date such breach first occurred) with respect to the purchase of his Shares, and such amount may be set off from any monies due such breaching Non-Voting Shareholder by the Corporation, which he acts as agentamount shall constitute liquidated damages and not a penalty. In the event the maker of the Note is someone other than the Corporation, partnerthe breaching Non-Voting Shareholder shall be deemed to have irrevocably assigned to the Corporation all of his right, representative or employeetitle, and interest in and to the Note, including without limitation the balance of any and all amounts remaining unpaid thereunder, and no additional amounts shall be owed to such breaching Non-Voting Shareholder under the Note.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s eLoyalty's professional services and products require substantial time and expense. Such efforts generate for TSC eLoyalty valuable and proprietary information (“"Confidential Information”") which gives TSC eLoyalty a business advantage over others who do not have such information. Confidential Information of TSC eLoyalty and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software; and other Trade Secrets (as defined in paragraph 11) of eLoyalty, its customers and its vendors. Employee acknowledges that during the Term of Employment, he Employee will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he Employee acknowledges to be reasonably designed to protect TSC’s eLoyalty's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC eLoyalty property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s eLoyalty's Confidential Information;. (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSCeLoyalty. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s eLoyalty's Chief Executive Officer Officer, any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s eLoyalty's competitors;. (c) Without limiting the obligations of paragraph 8(b9(b) during the Noncompetition Period (as defined below), Employee shall not, for a period of one year following his termination of employment for any reason, for himself Employee's self or as an agent, partner or employee of any person, firm or corporation, engage in or be employed by any entity which engages in the practice of consulting or related services for any client with respect to the customer relationship management ("CRM") area which is competitive with the services provided by eLoyalty or which, on the date of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his Employee's termination of employment; , senior management of eLoyalty is actively planning for eLoyalty to provide to its customers; provided, however, that the foregoing shall not preclude the Employee from employment with any entity which provides consulting or related services in the CRM area if (di) During a one year services in the CRM area do not constitute such entity's principal business, and (ii) the Employee does not have duties, responsibilities or authorities with respect to the portion of such entity's business which relates to the CRM area. For purposes of this paragraph, the "Noncompetition Period" means (i) the six-month period immediately following Employee’s 's termination of employment either by eLoyalty for any reason, reasons other than Serious Misconduct or by Employee shall not induce pursuant to a Constructive Discharge or assist in (ii) the inducement of any TSC employee away from TSC’s employ or from the faithful discharge of such employee’s contractual and fiduciary obligations to serve TSC’s interests with undivided loyalty; (e) For one one-year period following his Employee's termination of employment by eLoyalty for Serious Misconduct or by Employee for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employeereason other than pursuant to a Constructive Discharge.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment; (d) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s employ or from the faithful discharge of such employee’s contractual and fiduciary obligations to serve TSC’s interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s 's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”"confidential information") which gives TSC a business advantage over others who do not have such information. Confidential Information information of TSC and its clients and prospects includes, includes but is not limited to, to the following: business strategies and plans; , proposals; , deliverables; , prospects and customer lists; , methodologies; , training materials; materials and computer software. Employee acknowledges that during the Term course of Employmenthis employment, he will obtain knowledge of such Confidential Informationconfidential information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s 's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information's confidential information; (b) During the Term course of Employment his employment and subsequent to termination, Employee agrees to treat all such Confidential Information information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s 's Chief Executive Officer any Confidential Information confidential information unless at that time the information has become generally and lawfully known to TSC’s 's competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year two years following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one two year period preceding his termination of employmenttermination; (d) During a one two year period immediately following Employee’s 's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s 's employ or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s 's interests with undivided loyalty; (e) For one year two years following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer Board of Directors any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors; (c) Without limiting the obligations of paragraph 8(b10 (b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment; (d) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not hire, induce or assist in the hiring or inducement of any TSC employee or independent contractor away from TSC’s employ or from the faithful discharge of such employee’s contractual and fiduciary obligations to serve TSC’s interests with undivided loyalty. For purposes of this paragraph, TSC employees and independent contractors shall include any persons who, at the time of hire or inducement, have been separated from the employ of or engagement by TSC for fewer than six (6) months; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s 's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“"Confidential Information”") which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s 's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s 's Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s 's Chief Executive Officer Officer, any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s 's competitors; (c) Without limiting the obligations of paragraph Paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation: (i) for a period of two years following his termination of employment for any reason, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one two year period preceding his termination of employment; or (ii) for a period of two years following any involuntary termination for any reason, or for a period of six months following Employee's voluntary termination from TSC so long as TSC continues to pay his salary during the six month period, participate in or have a financial, management or other interest in any business enterprise that engages in, or within two years of the termination of Employee's employment has plans to engage in, substantial and direct competition with TSC if such participation will likely involve the use by Employee of business plans, strategies and other confidential TSC business information developed or acquired by Employee during his employment as a senior officer of TSC; (d) During a one two year period immediately following Employee’s 's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s 's employ or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s 's interests with undivided loyalty; (e) For one year two years following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer General Counsel any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment; (d) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s employ or from the faithful discharge of such employee’s contractual and fiduciary obligations to serve TSC’s interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer Officer, any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors; (c) Without limiting the obligations of paragraph Paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporationcorporation for a period of one year following his termination of employment for any reason, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one two year period preceding his termination of employment;. (d) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s employ or from the faithful discharge of such employee’s contractual and fiduciary obligations to serve TSC’s interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors; (c) Without limiting the obligations of paragraph 8(b9(b), Employee shall not, for a period of one year two years following his the termination of his employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for or on behalf of or for the benefit of any client of TSC (including clients acquired from Charter Consulting) or for any entity for whom Employee performed servicesservices on behalf of TSC (including entities acquired from Charter Consulting), or prospective TSC client for any entity to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination on behalf of employmentTSC; (d) During a one the two year period immediately following the termination of Employee’s termination of employment for any reason, Employee shall not directly or indirectly hire, employ, subcontract, solicit, induce or assist in the inducement of any current TSC employee or contractor or any former TSC employee or contractor (if the former employee or contractor was employed by TSC during any of the same time period as Employee) away from TSC’s employ TSC or from the faithful discharge of such employeeparty’s contractual and fiduciary obligations to serve TSC’s interests with undivided loyalty. For purposes of this paragraph 9(d), TSC employees and contractors include, without limitation, former employees of Charter Consulting who were hired by TSC; (e) For During the six-month period immediately following the termination of Employee’s employment for any reason, Employee shall not engage in the practice of consulting or related services through his own business or sole proprietorship or as a partner, part owner, shareholder, executive officer or similar control person in a consulting business. The foregoing shall not prevent Employee from taking employment at or becoming a partner or shareholder in an established consulting business (a consulting business in operation at least one year and with 50 or more employees) so long as Employee abides by all other provisions of this Agreement. (f) For the one year period following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s 's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“"Confidential Information”") which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s 's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s 's Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s 's Chief Executive Officer Officer, any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s 's competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment; (d) During a one year period immediately following Employee’s 's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s 's employ or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s 's interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s 's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”"confidential information") which gives TSC a business advantage over others who do not have such information. Confidential Information information of TSC and its clients and prospects includes, includes but is not limited to, to the following: business strategies and plans; , proposals; , deliverables; , prospects and customer lists; , methodologies; , training materials; materials and computer software. Employee acknowledges that during the Term course of Employmenthis employment, he will obtain knowledge of such Confidential Informationconfidential information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s 's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s Confidential Information; 's confidential information; (b) During the Term course of Employment his employment and subsequent to termination, Employee agrees to treat all such Confidential Information information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s 's Chief Executive Officer any Confidential Information confidential information unless at that time the information has become generally and lawfully known to TSC’s 's competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year two years following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of non-legal consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one two year period preceding his termination of employmenttermination; (d) During a one two year period immediately following Employee’s 's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s 's employ or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s 's interests with undivided loyalty;loyalty-, (e) For one year two years following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s eLoyalty's professional services and products require substantial time and expense. Such efforts generate for TSC eLoyalty valuable and proprietary information (“"Confidential Information”") which gives TSC eLoyalty a business advantage over others who do not have such information. Confidential Information of TSC eLoyalty and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he Employee will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he Employee acknowledges to be reasonably designed to protect TSC’s eLoyalty's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC eLoyalty property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s eLoyalty's Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSCeLoyalty . Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s eLoyalty's Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s eLoyalty's competitors; (c) Without limiting the obligations of paragraph 8(b11(b), Employee shall not, for a period of one year following his Employee's termination of employment for any reason, for himself Employee's self or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for (1) any client of TSC eLoyalty, for whom Employee performed services, or (2) any prospective TSC eLoyalty client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his Employee's termination of employment, provided however, that unless eLoyalty decides to re-establish its business in Australia, Employee shall not be deemed to be in breach of this provision if Employee engages in such restricted activities in Australia as described in this sub-clause (c); (d) During a one year period immediately following Employee’s 's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC eLoyalty employee away from TSC’s eLoyalty's employ or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s eLoyalty's interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s eLoyalty's professional services and products require substantial time and expense. Such efforts generate for TSC eLoyalty valuable and proprietary information (“"Confidential Information”") which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities:which (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC eLoyalty property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s eLoyalty's Confidential Information;. (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSCeLoyalty. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s eLoyalty's Chief Executive Officer Officer, any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s eLoyalty's competitors;. (c) Without limiting the obligations of paragraph 8(b9(b), Employee shall not, for a period of one year following his Employee's termination of employment for any reason, for himself Employee's self or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC eLoyalty for whom Employee performed services, or prospective TSC eLoyalty client to whom Employee submitted, or assisted in the submission of of, a proposal during the one year period preceding his Employee's termination of employment;; provided, however, that the foregoing shall not preclude Employee from providing consulting or related services which are not competitive with consulting or related services then provided by eLoyalty to its customers or with consulting or related services which senior management of eLoyalty is actively planning for eLoyalty to provide to its customers. (d) During a one year period immediately following Employee’s 's termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC eLoyalty employee away from TSC’s eLoyalty's employ or from the faithful discharge of such employee’s 's contractual and fiduciary obligations to serve TSC’s eLoyalty's interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s 's professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“"Confidential Information”") which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s 's legitimate business interests without unnecessarily or unreasonably restricting Employee’s 's post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s 's Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s 's employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s 's Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s 's competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment; (d) During a one year period immediately following Employee’s 's termination of employment for any reason, . Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s 's employ or from the faithful discharge of such 4 employee’s 's contractual and fiduciary obligations to serve TSC’s 's interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSCeLoyalty’s professional services and products require substantial time and expense. Such efforts generate for TSC eLoyalty valuable and proprietary information (“Confidential Information”) which gives TSC eLoyalty a business advantage over others who do not have such information. Confidential Information of TSC eLoyalty and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software; and other Trade Secrets (as defined in paragraph 11) of eLoyalty, its customers and its vendors. Employee acknowledges that during the Term of Employment, he Employee will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he Employee acknowledges to be reasonably designed to protect TSCeLoyalty’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC eLoyalty property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSCeLoyalty’s Confidential Information;. (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSCeLoyalty. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSCeLoyalty’s Chief Executive Officer Officer, any Confidential Information unless at that time the information has become generally and lawfully known to TSCeLoyalty’s competitors;. (c) Without limiting the obligations of paragraph 8(b9(b), Employee shall not, for a period of one year following his Employee’s termination of employment for any reason, for himself Employee’s self or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC eLoyalty for whom Employee performed services, or prospective TSC eLoyalty client to whom Employee submitted, or assisted in the submission of of, a proposal during the one year period preceding his Employee’s termination of employment;; provided, however, that the foregoing shall not preclude Employee from providing consulting or related services which are not competitive with consulting or related services then provided by eLoyalty to its customers or with consulting or related services which senior management of eLoyalty is actively planning for eLoyalty to provide to its customers. (d) During a one year period immediately following Employee’s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC eLoyalty employee away from TSCeLoyalty’s employ or from the faithful discharge of such employee’s contractual and fiduciary obligations to serve TSCeLoyalty’s interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.

Noncompetition and Nondisclosure. Employee acknowledges that the successful development and marketing of TSC’s professional services and products require substantial time and expense. Such efforts generate for TSC valuable and proprietary information (“Confidential Information”) which gives TSC a business advantage over others who do not have such information. Confidential Information of TSC and its clients and prospects includes, but is not limited to, the following: business strategies and plans; proposals; deliverables; prospects and customer lists; methodologies; training materials; and computer software. Employee acknowledges that during the Term of Employment, he will obtain knowledge of such Confidential Information. Accordingly, Employee agrees to undertake the following obligations which he acknowledges to be reasonably designed to protect TSC’s legitimate business interests without unnecessarily or unreasonably restricting Employee’s post-employment opportunities: (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSC property, including but not limited to computer programs, files, notes, records, charts, or other documents or things containing in whole or in part any of TSC’s TSC ’ s Confidential Information; (b) During the Term of Employment and subsequent to termination, Employee agrees to treat all such Confidential Information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after Employee’s employment with TSC. Employee shall refrain from using or disclosing to any person, without the prior written approval of TSC’s Chief Executive Officer any Confidential Information unless at that time the information has become generally and lawfully known to TSC’s competitors; (c) Without limiting the obligations of paragraph 8(b), Employee shall not, for a period of one year following his termination of employment for any reason, for himself or as an agent, partner or employee of any person, firm or corporation, engage in the practice of consulting or related services for any client of TSC for whom Employee performed services, or prospective TSC client to whom Employee submitted, or assisted in the submission of a proposal during the one year period preceding his termination of employment; (d) During a one year period immediately following Employee’s Employee ’ s termination of employment for any reason, Employee shall not induce or assist in the inducement of any TSC employee away from TSC’s TSC ’ s employ or from the faithful discharge of such employee’s employee ’ s contractual and fiduciary obligations to serve TSC’s TSC ’ s interests with undivided loyalty; (e) For one year following his termination of employment for any reason, Employee shall keep TSC currently advised in writing of the name and address of each business organization for which he acts as agent, partner, representative or employee.