Common use of Noncompetition and Nonsolicitation Clause in Contracts

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 of this Agreement -- the adequacy of which you expressly acknowledge -- you agree that during your employment by the Company and for a period of twelve (12) months following Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your "beneficial ownership," either individually or as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's ’s business, that the disclosure of the Confidential Information to any of the Company's ’s competitors would cause substantial and irreparable injury to the Company's ’s business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's ’s major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 of this Agreement -- — the adequacy of which you expressly acknowledge -- — you agree that during your employment by the Company and for a period of twelve (12) months following Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your "“beneficial ownership," ” either individually or as a member of a "“group" ” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's Company and its business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing manufacturing, sales, marketing, logistical, financial, personnel and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 Sections 1, 3 and 4 of this Agreement -- — the adequacy of which you expressly acknowledge -- — you agree that during your employment by the Company and for a period of twelve (12) 12 months following Employment Separationthe termination of your employment with the Company for any reason, you shall not, whether directly or indirectly, alone or in conjunction with another party, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere Interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, Company with any person who is an employee, customer customer, product or supplier services supplier, independent contractor, or business agent or partner of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; (iii) Recruit or hire, or attempt to recruit or hire, any person who is an employee of the Company, or was an employee of the Company within the prior six months, if such employee or former employee was primarily engaged in a sales, marketing or customer relationship position with the Company or has (or if a former employee had at the time of leaving the Company) a base annual salary rate with the Company in excess of $75,000; or (iiiiv) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, officer, manager, employee, consultant or otherwise), any business, individual, partnercompany, partnership, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your "“beneficial ownership," ” either individually or as a member of a "“group" ” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.

Noncompetition and Nonsolicitation.  (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's ’s competitors would cause substantial and irreparable injury to the Company's Company and its business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's major ’s customers, and its the Company’s technical, marketing manufacturing, sales, marketing, logistical, financial, personnel and business plans, disclosure or misuse of which would irreparably injure the Company..  (b) In exchange for the consideration specified in Section 1 Sections 1, 3 and 4 of this Agreement -- the adequacy of which you expressly acknowledge -- you agree that during your employment by the Company and for a period of twelve (121) 12 months following Employment Separationthe termination of your employment with the Company for any reason, in the cases of Sections 7(b)(i)-(iii) below (the “Nonsolicitation Period”), and (2) six months following the termination of your employment with the Company for any reason, in the case of Section 7(b)(iv) below (the “Noncompetition Period”), you shall not, whether directly or indirectly, alone or in conjunction with another party, as an owner, shareholder, director, officer, employee, manager, consultant, independent contractor, or otherwise::  (i) Attempt to recruit or hire, interfere Interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, Company with any person or entity who is an employee, customer customer, product or supplier services supplier, business agent or partner of the Company, it subsidiaries or affiliates;;  (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed or serving as an independent contractor elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with Recruit or participate in the ownership, management, operation or control ofhire, or be connected attempt to recruit or hire, any person who is an employee of the Company, or was an employee of the Company within the prior six months, if such employee or former employee was primarily engaged in a sales, marketing or customer relationship position with the Company or has (or if a former employee had at the time of leaving the Company) a base annual salary rate with the Company in excess of $75,000; or  (iv) Engage as a stockholderan individual, employee, consultant, director, officer, partner, manager or otherwise), otherwise with any business, individual, partner, firm, corporation, other company or other entity business that competes or plans to compete, directly or indirectly, with the Company, its products, or including any division, subsidiary or affiliate of the Companycompanies listed on Exhibit A attached hereto or their subsidiaries or successors; provided, however, that your "“beneficial ownership," ” either individually or as a member of a "“group" ” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.. 

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's Company and its business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing manufacturing, sales, marketing, logistical, financial, personnel and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 Sections 1, 3 and 4 of this Agreement -- — the adequacy of which you expressly acknowledge -- — you agree that during your employment by the Company and for a period of twelve (121) 12 months following Employment Separationthe termination of your employment with the Company for any reason, in the cases of Sections 7(b)(i)-(iii) below (the “Nonsolicitation Period”), and (2) six months following the termination of your employment with the Company for any reason, in the case of Section 7(b)(iv) below (the “Noncompetition Period”), you shall not, whether directly or indirectly, alone or in conjunction with another party, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere Interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, Company with any person who is an employee, customer customer, product or supplier services supplier, independent contractor, or business agent or partner of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; (iii) Recruit or hire, or attempt to recruit or hire, any person who is an employee of the Company, or was an employee of the Company within the prior six months, if such employee or former employee was primarily engaged in a sales, marketing or customer relationship position with the Company or has (or if a former employee had at the time of leaving the Company) a base annual salary rate with the Company in excess of $75,000; or (iiiiv) OwnEngage as an individual, manageemployee, operateconsultant, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholderofficer, partner, manager or otherwise)otherwise in any of the same or substantially similar activities, any business, individual, partner, firm, corporationduties, or other entity responsibilities in the line of business or relating to the line of business that competes or plans to compete, directly or indirectly, with you had responsibility for while an employee of the Company, its products, or for any division, subsidiary or affiliate other company that competes with such line of business of the Company, including any of the companies listed on Exhibit A attached hereto or their successors; provided, however, that your "“beneficial ownership," ” either individually or as a member of a "“group" ” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.

Noncompetition and Nonsolicitation. (ai) By entering into this AgreementFor a period of three (3) years after the Closing, you acknowledge that Loral Space shall not, within Brazil (the Confidential Information has been and will be developed and acquired by “Territory”), directly or indirectly, invest in, own, manage, operate, finance, control, advise, render services to, or guarantee the Company by means obligations of substantial expense and effortany person engaged in or planning to become engaged in the business of selling mobile satellite telephony or mobile satellite data services using low earth orbiting satellites (the “MSS Business”); provided, however, that the Confidential Information is a valuable asset Loral Space may own, purchase, or otherwise acquire up to (but not more than) five percent (5%) of any class of the Company's business, that securities of any person engaged in the disclosure MSS Business in the Territory (but may not otherwise participate in the activities of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's business, and that any customers of the Company developed by you or others during your employment such person) if such securities are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Companypublicly traded. (bii) In exchange for the consideration specified in Section 1 of this Agreement -- the adequacy of which you expressly acknowledge -- you agree that during your employment by the Company and for For a period of twelve three (123) months following Employment Separationyears after the Closing, you Loral Space shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: : (i) Attempt to recruit solicit, for the purpose of providing MSS Business, the business of any person who is or hirehereafter becomes a customer of the Business in the Territory; (ii) cause, interfere with or harminduce, or attempt to cause or induce any customer, supplier, services provider, officer, manager, employee or consultant of the Business or other person having a business relationship with the Business in the Territory to cease doing business with Buyer, to deal with any MSS Business competitor of Buyer, or in any way interfere with its relationship with Buyer in the Territory; (iii) cause, induce, or harmattempt to cause or induce any customer, supplier, services provider, officer, manager, employee or consultant of any Subsidiary, or other person having a business relationship with any Subsidiary on the Closing or within the year preceding the Closing to cease doing business with Buyer and/or any Subsidiary, to deal with any MSS Business competitor of Buyer and/or any Subsidiary, or in any way interfere with its relationship with Buyer and/or any Subsidiary; or (iv) hire, retain, or attempt to hire or retain any employee or independent contractor of Buyer or any Subsidiary or in any way interfere with the relationship between Buyer and/or any Subsidiary and any of the Companyits officers, its subsidiaries managers, employees or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; orindependent contractors. (iii) OwnIf a final judgment of an administrative or a judicial court or tribunal of competent jurisdiction determines that any term or provision contained in Sections 7(e)(i)-(ii) is invalid or unenforceable, managethen the parties agree that the court or tribunal will have the power to reduce the scope, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control ofduration, or be connected with (as a stockholdergeographic area of the term or provision, partnerto delete specific words or phrases, or otherwise), to replace any business, individual, partner, firm, corporation, invalid or other entity unenforceable term or provision with a term or provision that competes or plans is valid and enforceable and that comes closest to compete, directly or indirectly, with expressing the Company, its products, or any division, subsidiary or affiliate intention of the Company; provided, however, that your "beneficial ownership," either individually invalid or unenforceable term or provision. This Section 7(e) will be enforceable as a member of a "group" as such terms are used in Rule 13d so modified after the expiration of the General Rules time within which the judgment may be appealed. Loral Space acknowledges and Regulations under agrees that this Section 7(e) is reasonable and necessary to protect and preserve Buyer’s legitimate business interests and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two percent (2%) value of the voting stock of Interests and the Business and to prevent any publicly held corporation, shall not be a violation of this Agreementunfair advantage conferred on Loral Space.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement12.1. Employee acknowledges that, you acknowledge that the Confidential Information has been by reason of Employee’s employment, Employee will have access to and will be developed and acquired by the Company by means may acquire considerable knowledge of substantial expense and effort, that the Confidential Information is a valuable asset of the proprietary or confidential information concerning Company's ’s business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's businessoperations, sales goals, marketing plans, business strategies, clients, potential clients, and that any customers of the suppliers, which information, if known by or disclosed to Company’s competitors or clients, would place Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access at a competitive disadvantage and cause harm to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 12.2. As a condition of employment, Employee agrees to be bound by a separate Noncompetition Agreement, which shall be executed contemporaneously herewith and attached to this Agreement -- the adequacy of which you expressly acknowledge -- you agree that during your employment by the Company and as Schedule I. Additionally, for a period of twelve one (121) months year immediately following Employment Separation, you the termination of Employee’s employment with Company (“Restrictive Period”): (a) Employee shall not, directly or indirectly, as an ownersolicit, shareholder, officer, employee, manager, consultant, independent contractordivert, or otherwise: (i) Attempt to recruit or hire, interfere with or harmtake away, or attempt to interfere with solicit, divert, or harmtake away, the relationship business or patronage of the any client, potential client, or account of Company that was a client, potential client, or account of Company while Employee was employed by Company. (b) Employee shall not, directly or indirectly, induce or attempt to induce any employee of Company, its or any of Company’s subsidiaries or and affiliates, with to leave the employ of Company, or any of Company’s subsidiaries and affiliates. (c) Employee shall not, directly or indirectly, employ or attempt to employ any person who is an employee, customer or supplier employee of the Company, it or any of Company’s subsidiaries or and affiliates;. (iid) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to competeEmployee shall not, directly or indirectly, solicit, induce, or attempt to induce any customer, supplier, or third party having a business relationship with the Company, its products, or any divisionof Company’s subsidiaries and affiliates, subsidiary to cease doing business with, or affiliate materially alter its relationship with, Company, or any of Company’s subsidiaries and affiliates. 12.3. Employee acknowledges and agrees that every effort has been made to limit the Restrictive Period and the restrictions placed upon Employee to those that are reasonable and necessary to protect Company; provided’s legitimate interests. 12.4. If any restriction set forth in this Section 12 is found by any court of competent jurisdiction to be unenforceable, howeverit is hereby agreed that this Section 12 shall be interpreted to extend only over the maximum period of time, that your "beneficial ownership," either individually range of activities or geographic area as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not to which it may be a violation of this Agreementenforceable.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge Executive acknowledges that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's business, and that any customers of the Company developed by you Executive or others during your his employment are developed on behalf of the Company. You Executive further acknowledge acknowledges that you have Executive has been provided with access to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 of this Agreement -- the adequacy of which you Executive expressly acknowledge acknowledges -- you agree that Executive agrees that, without the express approval of the Company's Chairman, during your his employment by the Company and for a period of twelve (12) months following Employment Separation, you Executive shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the CompanyCompany including, but not limited to the companies expressly set forth on Exhibit A attached hereto; provided, however, that your Executive's "beneficial ownership," either individually or as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two five percent (25%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement; provided, however, that Executive may own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that is affiliated with or owned by the Company, its parent or any subsidiary or affiliate of its parent as of the date of this Agreement or which becomes such entity anytime hereafter, including Value City Department Stores, Inc. and its affiliates.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's ’s business, that the disclosure of the Confidential Information to any of the Company's ’s competitors would cause substantial and irreparable injury to the Company's ’s business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's ’s major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 of this Agreement -- — the adequacy of which you expressly acknowledge -- — you agree that during your employment by the Company and for a period of twelve twenty-four (1224) months following Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your "“beneficial ownership," ” either individually or as a member of a "“group" ” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's ’s competitors would cause substantial and irreparable injury to the Company's Company and its business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's major ’s customers, and its the Company’s technical, marketing manufacturing, sales, marketing, logistical, financial, personnel and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 Sections 1, 3 and 4 of this Agreement -- the adequacy of which you expressly acknowledge -- you agree that during your employment by the Company and for a period of twelve (121) 12 months following Employment Separationthe termination of your employment with the Company for any reason, in the cases of Sections 7(b)(i)-(iii) below (the “Nonsolicitation Period”), and (2) six months following the termination of your employment with the Company for any reason, in the case of Section 7(b)(iv) below (the “Noncompetition Period”), you shall not, whether directly or indirectly, alone or in conjunction with another party, as an owner, shareholder, director, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere Interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, Company with any person or entity who is an employee, customer customer, product or supplier services supplier, business agent or partner of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed or serving as an independent contractor elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; (iii) Recruit or hire, or attempt to recruit or hire, any person who is an employee of the Company, or was an employee of the Company within the prior six months, if such employee or former employee was primarily engaged in a sales, marketing or customer relationship position with the Company or has (or if a former employee had at the time of leaving the Company) a base annual salary rate with the Company in excess of $75,000; or (iiiiv) OwnEngage as an individual, manageemployee, operateconsultant, joindirector, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholderofficer, partner, manager or otherwise), otherwise with any business, individual, partner, firm, corporation, other company or other entity business that competes or plans to compete, directly or indirectly, with the Company, its products, or including any division, subsidiary or affiliate of the Companycompanies listed on Exhibit A attached hereto or their subsidiaries or successors; provided, however, that your "“beneficial ownership," ” either individually or as a member of a "“group" ” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's ’s business, that the disclosure of the Confidential Information to any of the Company's ’s competitors would cause substantial and irreparable injury to the Company's ’s business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's ’s major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 of this Agreement -- — the adequacy of which you expressly acknowledge -- — you agree that during your employment by the Company and and, except as otherwise provided in Section 8(e) hereof, for a period of twelve six (126) months following Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your "“beneficial ownership," ” either individually or as a member of a "“group" ” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 of this Agreement -- the adequacy of which you expressly acknowledge -- you agree that during your employment by the Company and for a period of twelve (12) months following Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, Applied Innovation Inc. | Form 10-K or any division, subsidiary or affiliate of the Company; provided, however, that your "beneficial ownership," either individually or as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement12.1. Employee acknowledges that, you acknowledge that the Confidential Information has been by reason of Employee’s employment, Employee will have access to and will be developed and acquired by the Company by means may acquire considerable knowledge of substantial expense and effort, that the Confidential Information is a valuable asset of the proprietary or confidential information concerning Company's ’s business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's businessoperations, sales goals, marketing plans, business strategies, clients, potential clients, and that any customers of the suppliers, which information, if known by or disclosed to Company’s competitors or clients, would place Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access at a competitive disadvantage and cause harm to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 12.2. As a condition of employment, Employee agrees to be bound by a separate Noncompetition Agreement, which shall be executed contemporaneously herewith and attached to this Agreement -- the adequacy of which you expressly acknowledge -- you agree that during your employment by the Company and as Schedule I. Additionally, for a period of twelve six (126) months immediately following Employment Separation, you the termination of Employee’s employment with Company (“Restrictive Period”): (a) Employee shall not, directly or indirectly, as an ownersolicit, shareholder, officer, employee, manager, consultant, independent contractordivert, or otherwise: (i) Attempt to recruit or hire, interfere with or harmtake away, or attempt to interfere with solicit, divert, or harmtake away, the relationship business or patronage of the any client, potential client, or account of Company that was a client, potential client, or account of Company while Employee was employed by Company. (b) Employee shall not, directly or indirectly, induce or attempt to induce any employee of Company, its or any of Company’s subsidiaries or and affiliates, with to leave the employ of Company, or any of Company’s subsidiaries and affiliates. (c) Employee shall not, directly or indirectly, employ or attempt to employ any person who is an employee, customer or supplier employee of the Company, it or any of Company’s subsidiaries or and affiliates;. (iid) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to competeEmployee shall not, directly or indirectly, solicit, induce, or attempt to induce any customer, supplier, or third party having a business relationship with the Company, its products, or any divisionof Company’s subsidiaries and affiliates, subsidiary to cease doing business with, or affiliate materially alter its relationship with, Company, or any of Company’s subsidiaries and affiliates. 12.3. Employee acknowledges and agrees that every effort has been made to limit the Restrictive Period and the restrictions placed upon Employee to those that are reasonable and necessary to protect Company; provided’s legitimate interests. 12.4. If any restriction set forth in this Section 12 is found by any court of competent jurisdiction to be unenforceable, howeverit is hereby agreed that this Section 12 shall be interpreted to extend only over the maximum period of time, that your "beneficial ownership," either individually range of activities or geographic area as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not to which it may be a violation of this Agreementenforceable.

Noncompetition and Nonsolicitation. (a) By entering into this Agreement, you acknowledge Executive acknowledges that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company's business, that the disclosure of the Confidential Information to any of the Company's competitors would cause substantial and irreparable injury to the Company's business, and that any customers of the Company developed by you Executive or others during your his employment are developed on behalf of the Company. You Executive further acknowledge acknowledges that you have Executive has been provided with access to Confidential Information, including Confidential Information concerning the Company's major customers, and its technical, it's marketing and business plans, disclosure or misuse of which would irreparably injure the Company. (b) In exchange for the consideration specified in Section 1 of this Agreement -- the adequacy of which you Executive expressly acknowledge acknowledges -- you agree that Executive agrees that, without the express approval of the Company's Chairman, during your his employment by the Company and for a period of twelve (12) months following Employment Separation, you Executive shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise: (i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, it subsidiaries or affiliates; (ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or (iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the CompanyCompany including, but not limited to the companies expressly set forth on Exhibit C attached hereto; provided, however, that your Executive's "beneficial ownership," either individually or as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two five percent (25%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.; provided, however, that Executive may own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that is affiliated with or owned by the Company, its parent or any subsidiary or affiliate of its parent as of the date of this Agreement or which