Common use of Noncompetition; Nonsolicitation Clause in Contracts

Noncompetition; Nonsolicitation. Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date and ending one (1) year from the date on which the Executive ceases to be employed by the Company, the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the same period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, or solicit the business, with respect to the provision of services to the workers’ compensation insurance industry, of (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Section.

Noncompetition; Nonsolicitation. Executive agrees, to (a) In order that Buyer may have and enjoy the extent and on the terms set forth below, not to utilize his special knowledge full benefit of the business of Business and the Company Purchased Assets and his relationships with customers as an inducement to Buyer to enter into this Agreement and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date and ending one other Transaction Documents (1) year without which inducement Buyer would not have entered into such agreements), from the date on which hereof until the Executive ceases to be employed by the Company, the Executive shall not, except as an employee or agent second anniversary of the CompanyClosing Date, engage or have an interestSeller agrees not to, anywhere in the United States and agrees to cause each of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the same period, the Executive shall not, except as an employee or agent of the CompanyAffiliates not to, directly or indirectly, on Seller’s behalf or on the behalf of himself another (including as a shareholder, member, partner, joint venturer or investor of another Person): (i) engage in, control, advise, manage, enter into the employ of, render any services in any capacity to, own any interest in, manage or receive any economic benefit from or exert any influence upon, any Competitive Business; (ii) interfere with, or attempt to interfere with, the business relationships between the Business or Buyer or any of its Affiliates, and any of its respective current or prospective customer, vendor, supplier, contractor or other person material business relationship, including by soliciting or entity, diverting (Aor attempting to solicit or divert) call upon, accept business fromany such Person, or solicit the inducing (or attempting to induce) any such Person to cease doing business, or reduce or otherwise limit its business, with respect to the provision of Business or any such Person; (iii) hire, employ, engage or solicit for employment or services to the workers’ compensation insurance industry(either on a full time or part time basis, of (aor in a consultancy or other non-employee role) any person director, officer, employee, individual independent contractor, consultant, intern, volunteer or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer other service provider of the Company Business (including any Business Employee, and after the Closing, any employee, independent contractor, consultant or any successor to the business other service provider of the Company (each a “Customer”), Buyer) or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit encourage or induce any person who is an employee of, such Person to leave his or otherwise engaged by, her employment or change such Person’s relationship with the Company, or hire any such person until one (1) year after such person has left the employ of the Company, Business or any such successor Buyer or any person with whom such person was placed Affiliate thereof, as 50 applicable; provided that the term “solicit for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except services” as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded this ‎‎Section 5.06(a) shall not be deemed to be a violation include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise. (b) From and after the closing, Seller shall not, and shall cause its Affiliates not to, for any reason, whether in writing, orally or otherwise, malign, denigrate or disparage Buyer or any of its Affiliates (or any of its respective predecessors or successors, or any of its or their respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives), or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. (c) Seller (on its own behalf and on behalf of its Affiliates) acknowledges that the Buyer would be unwilling to enter into the Transaction Documents, or consummate the transactions contemplated thereby, in the absence of this ‎Section 5.06, and the covenants contained herein constitute a material inducement to Buyer to enter into, and consummate the transactions contemplated by (including payments of the amounts contemplated by), the Transaction Documents. Without limiting the generality of the foregoing, Seller (on its own behalf and on behalf of its Affiliates) acknowledges and agrees that the restrictions contained in this ‎Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and its Affiliates, and it is the intention of the Parties that, except as otherwise provided in the following sentence, if any provision contained in this ‎Section 5.06 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section‎Section 5.06, but this ‎Section 5.06 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by Applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Applicable Law, a court of competent jurisdiction shall construe and interpret or reform this ‎Section 5.06 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such Applicable Law. Seller (on its behalf and on behalf of its Affiliates) acknowledges that Buyer would be irreparably harmed by any breach of this ‎Section 5.06 and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. Seller agrees that Buyer shall be entitled to injunctive relief requiring specific performance by Seller of this ‎Section 5.06, and Seller consents to the entry thereof.

Noncompetition; Nonsolicitation. Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date date hereof and ending one two (12) year from years following the date on which the Executive ceases to be employed by the Company, the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the same period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, or solicit the business, with respect to the provision of services to the workers’ compensation insurance industry, of (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, to leave the employ or engagement of the Company or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the following activities shall not be deemed to be a violation of the provisions of this Section: the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Sectiontraded.

Noncompetition; Nonsolicitation. Executive Employee agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date date hereof and ending one two (12) year years from the date on which the Executive Employee ceases to be employed by the CompanyCompany (the “Noncompete Period”), the Executive Employee shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the ExecutiveEmployee’s employment by the Company or in which its products or services are or were marketed or sold, sold alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in the business of distributing, selling or marketing medical and pharmaceutical supplies, equipment and services to the workers’ compensation industry or in any other business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during ExecutiveEmployee’s employment by the CompanyCompany (the “Business”). During the same periodNoncompete Period, the Executive Employee shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, or solicit the business, with respect to the provision of services to the workers’ compensation insurance industry, of (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the ExecutiveEmployee’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive Employee shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive Employee of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Section. For purposes of this Section 9 only, the Company shall only be defined as MSC – Medical Services Company and shall not include any assignees of this Agreement.

Noncompetition; Nonsolicitation. Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date date hereof and ending one (1) year two years from the date on which the Executive ceases to be employed by the CompanyCompany (the “Non-Compete Period”), the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the same periodNon-Compete Period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (Aa) call upon, accept business from, or solicit the business, with respect to the provision business of services to the workers’ compensation insurance industry, of (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (Bb) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Section.

Noncompetition; Nonsolicitation. Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date date hereof and ending one (1) year from the date on which the Executive ceases to be employed by the CompanyCompany (the “Non-Compete Period”), the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business involved in the provision of medical products or services to the workers’ compensation industry which is competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the same periodNon-Compete Period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (Aa) call upon, accept business from, or solicit the business, with respect to the provision business of services to the workers’ compensation insurance industry, of (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (Bb) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Section.

Noncompetition; Nonsolicitation. Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date date hereof and ending one two (12) year from years following the date on which the Executive ceases to be employed by the Company, the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company (“Competitive Business”). For a period beginning on the date hereof and ending two years following the date on which the Executive ceases to be employed by the Company. During the same period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, from or solicit the businessbusiness of (in either case, which such business is competitive with respect to that of the provision of services to the workers’ compensation insurance industry, of Company) (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, to leave the employ or engagement of the Company or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the following activities shall not be deemed to be a violation of the provisions of this Section: the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Sectiontraded.

Noncompetition; Nonsolicitation. Executive agrees, to The Employee agrees that: (a) during the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete Employee’s employment with the Company. For a period beginning on , whether or not under this Agreement, and thereafter during the Commencement Date and ending one Noncompetition Period (1) year from the date on which the Executive ceases to be employed by the Companyas hereinafter defined), the Executive shall Employee will not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the same period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf individually or as a consultant to, or an employee, officer, director, manager, stockholder (except as the owner of himself less than 1% of the stock of a publicly traded company), partner, member or other owner or participant in any business entity other than the Company, engage in or assist any other person or entity to engage in any business which competes with any business in which the Company is then engaging anywhere in the USA or the world where the Company does business. (b) during the Employee’s employment with the Company, whether or not under this Agreement, and thereafter during the Noncompetition Period, the Employee will not, directly or indirectly, individually or as a consultant to, or an employee, officer, director, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, member or other owner or participant in any business entity, (A) call uponoffer employment or any consulting arrangement to, accept business fromhire, or solicit otherwise interfere with the businessbusiness relationship of the Company with, with respect to the provision of services to the workers’ compensation insurance industry, of (a) any person or entity who is, or who had been at any time was within the six month period immediately prior thereto, employed by, associated with or a consultant to the Company. (c) during the preceding two years or at any time during the ExecutiveEmployee’s employment by with the Company, a customer of whether or not under this Agreement, and thereafter during the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged byNoncompetition Period, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any timeEmployee will not, directly or indirectly, individually or as a consultant to, or an employee, officer, director, manager, stockholder (except as an employee the owner of less than 1% of the stock of a publicly traded company), partner, member or agent of other owner or participant in any business entity, solicit away from the Company or endeavor to entice away from the Company, use or purport to authorize otherwise interfere with the business relationship of the Company with, any person or entity who is, or was within the six month period immediately prior thereto, a customer, dealer, distributor or client of, supplier, vendor or service provider to use any namethe Company. (d) As used herein, xxxx“Noncompetition Period” means 12 months from the date of the termination of Employee’s employment with the Company, logoprovided, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by however, that such period shall only be 6 months if the Company in connection with any product or service, whether or not such use would be in a business competitive with that of terminates the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this SectionEmployee’s employment without Cause.

Noncompetition; Nonsolicitation. (a) The Executive agreesacknowledges that in the course of his employment with the Company and its Subsidiaries he will become familiar, with the Company’s trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the extent Company and on its Subsidiaries. Therefore, the terms set forth belowExecutive agrees that, for the period of twelve (12) months following the Termination Date (such period, the “Noncompete Period”), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, operate or in any manner engage (including by himself or in association with any Person) in any business in North America or France (or any other country in which the Company and its Subsidiaries operate or could reasonably be anticipated to utilize his special knowledge of operate during the Noncompete Period) that, directly or indirectly has as a business purpose or any activity which is or may reasonably be construed to be competitive with the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date and ending one (1) year from the date on which the Executive ceases to be employed by the Company, the Executive shall not, except its Subsidiaries as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or conducted at any time during the Executive’s employment by Noncompete Period (including changes or expansions in the businesses or the products sold or distributed reasonably anticipated during such time period). (b) During the Noncompete Period, the Executive shall not directly or indirectly (whether individually or through another Person): (i) influence or attempt to influence any of the customers, suppliers, licensees, licensors, sponsors or other business relations of any member of the Company to divert their business or patronage from any member of the Company to any other Person engaged in a similar business or to decrease or cease doing business with any member of the Company, or in which its products any way interfere with the relationship between any customer, supplier, licensee, licensor, sponsor or services are or were marketed or soldother business relation and the Company; (ii) disclose to any Person the names, alone or in association with others, as principal, agent, partner, stockholderaddresses, or through requirements of, any customers of the investment Company, the prices charged to such customers or the practices used in servicing such customers; (iii) make any statement or do any act intended to cause existing or potential customers of capital, lending the Company to make use of money or property, rendering of the services or otherwise, in purchase the products of any business competitive with business; (iv) hire or similar attempt to that engaged in by hire any (A) active employee of the Company as and (B) person who was an employee of the date hereof or by the Company at any time during Executive’s employment within the twelve (12) month period prior to being hired by the Company. During the same period, the Executive shall not, except as an for any kind of employment; or (v) induce or attempt to induce any employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, or solicit the business, with respect to the provision of services to the workers’ compensation insurance industry, of (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company to leave his or her employ or in any successor to way interfere with the business of relationship between the Company and any of its employees. (each a “Customer”), or otherwise divert or attempt to divert any business from c) The parties hereto acknowledge and agree that the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in will suffer irreparable harm from a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control breach by the Executive of up to five percent any of the outstanding voting securities covenants or securities agreements contained in this Section 5. The Executive further acknowledges that the restrictive covenants set forth in this Section 5 are of a special, unique and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. The Executive agrees that the periods of restriction and geographic area of restriction imposed by the provisions of this Section 5 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. The Executive acknowledges that, but for the Executive’s agreements to be bound by the restrictive covenants set forth in this Section 5, the Company would not have entered into this Agreement. In the event of an alleged or threatened breach by the Executive of any class of the provisions of Sections 3 or 5, the Company or its successor or assign may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) in order to enforce or prevent any violations of the provisions hereof. In the event of a company with a class violation by the Executive of securities which are publicly traded shall not be deemed to be a violation any of the provisions of this SectionSection 5, the Noncompete Period shall be tolled from the date of the violation until such violation is resolved. (d) If, at the time enforcement is sought of any of the provisions of this Section 5, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. (e) The refusal or failure of the Company to enforce any of the restrictive covenants set forth in Sections 3 and 5 against the Executive, for any reason, shall not constitute an act of precedent or a defense to the enforcement by the Company of the restrictive covenants set forth herein, nor shall it give rise to any claim or cause of action by the Executive against the Company. If any action should have to be brought by the Company against the Executive to enforce the restrictive covenants set forth in Sections 3 and 5, the Executive agrees that the Company is entitled to preliminary and permanent injunctive relief restraining the Executive from violating any of such restrictive covenants and shall be entitled to seek all other legal and equitable remedies provided under applicable law. The Executive expressly acknowledges that the restrictive covenants set forth in Sections 3 and 5 apply to any successor or assign of the Company as a direct third-party beneficiary and that such restrictive covenants are expressly intended for the benefit of such successor and assign.

Noncompetition; Nonsolicitation. (a) The Executive agreesagrees that, to during the extent Employment Term and on for a period of twenty-four (24) months following the terms set forth below, not to utilize his special knowledge Expiration Date of the business of the Company and his relationships with customers and suppliers of the Company or others to compete Executive's employment with the Company. For a period beginning on the Commencement Date and ending one , (1i) year from the date on which the Executive ceases to be employed by the Company, the Executive shall will not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the same period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, own, manage, operate, control or participate in the ownership, management or control of, or otherwise be connected as an officer, employee, stockholder, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business which competes with the Business conducted by the Company in the State of Minnesota or in any other state or area where such Business is being conducted on the Expiration Date the Executive's employment is terminated hereunder, and (ii) the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, except in his capacity as an employee of the Company, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person person, company, firm or other entity, (A) call upon, accept any business fromrelating to services or products of the type provided by, or solicit orders for business or services or products similar to those provided by, the businessCompany or any of its subsidiaries, with respect to the provision of services to the workers’ compensation insurance industryaffiliates or divisions from any person, of (a) any person company, firm or other entity who is, or who had been has at any time during the preceding within two years or at any time during prior to the Executive’s employment by the Companydate of such action been, a customer or supplier of the Company or any successor to of its subsidiaries, affiliates or divisions. Notwithstanding the business foregoing, the Executive's ownership of securities of a public company engaged in competition with the Company not in excess of 5% of any class of such securities shall not be considered a breach of the covenants set forth in this Section 7(a) above. (b) The Executive agrees that, at all times from after the Effective Date, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, except in his capacity as an employee of the Company (each a “Customer”), or otherwise divert or attempt i) seek to divert persuade any business from employee of the Company or any successor of its subsidiaries or otherwise induce, request, advise divisions to discontinue his or persuade her status or employment therewith or to become employed in a business or activities likely to be competitive with the Business; or (ii) solicit or employ any Customer to cease to do business with or reduce such person at any time within twelve (12) months following the amount date of business which cessation of employment of such Customer has customarily done or is reasonably expected to do person with the Company or any successor; of its subsidiaries or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, divisions throughout the Company, or hire any such person until one (1) year after such person has left the employ State of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or Minnesota and in every other identifying words or images which are the same as or similar to those used currently or in the past by area where the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Sectionconducts its Business.

Noncompetition; Nonsolicitation. Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date date hereof and ending on the date which is the later of (i) one (1) year from following the date on which the Executive ceases to be employed by the CompanyCompany or (ii) one year following the last day of the Term, the Executive shall not, except with the prior written consent of the Company (which consent shall be provided in the sole discretion of the Company), or, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company and its subsidiaries at any time during Executive’s employment by the Company (“Competitive Business”). For a period beginning on the date hereof and ending two years following the date on which Executive ceases to be employed by the Company. During the same period, the Executive shall not, except with the prior written consent of the Company (which consent shall be provided in the sole discretion of the Company), or as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, from or solicit the businessbusiness of (in either case, which such business is competitive with respect to that of the provision of services to the workers’ compensation insurance industry, of Company and its subsidiaries) (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company and its subsidiaries or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, to leave the employ or engagement of the Company or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded following activities shall not be deemed to be a violation of the provisions of this SectionSection 10: the ownership or control by Executive of up to five percent (5%) of the outstanding voting securities or securities of any publicly traded class of a company with a class of securities which are publicly traded.

Noncompetition; Nonsolicitation. Executive Employee agrees, to the extent and on the terms set forth below, not to utilize his her special knowledge of the business of the Company and his her relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date date hereof and ending one two (12) year years from the date on which the Executive Employee ceases to be employed by the CompanyCompany (the “Noncompete Period”), the Executive Employee shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the ExecutiveEmployee’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in the business of distributing, selling or marketing medical and pharmaceutical supplies, equipment and services to the workers’ compensation industry or any other business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company at any time during ExecutiveEmployee’s employment by the Company. During the same periodNoncompete Period, the Executive Employee shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, or solicit the business, with respect to the provision of services to the workers’ compensation insurance industry, business of (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the ExecutiveEmployee’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive Employee shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the ownership or control by the Executive Employee of (y) securities of the Parent or (z) up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Section.

Noncompetition; Nonsolicitation. Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the Commencement Date date hereof and ending one (1) year from following the date on which the Executive ceases to be employed by the Company, the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the Company as of the date hereof or by the Company and its subsidiaries at any time during Executive’s employment by the Company (“Competitive Business”). For a period beginning on the date hereof and ending two years following the date on which the Executive ceases to be employed by the Company. During the same period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) call upon, accept business from, from or solicit the businessbusiness of (in either case, which such business is competitive with respect to that of the provision of services to the workers’ compensation insurance industry, of Company and its subsidiaries) (a) any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company and its subsidiaries or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (B) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company, to leave the employ or engagement of the Company or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the following activities shall not be deemed to be a violation of the provisions of this Section: the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any publicly traded class of a company with a class of securities which are publicly traded shall not be deemed to be a violation of the provisions of this Sectiontraded.