Common use of Noncompetition, Trade Secrets, Etc Clause in Contracts

Noncompetition, Trade Secrets, Etc. In consideration of the employment of Executive by Company, Executive hereby agrees as follows: 11.1. For so long as Executive remains an employee of Company and, unless and to the extent waived by the Chairman of the Board, in his sole discretion, for a period of eighteen (18) months after termination of Executive's employment with Company for any reason (other than termination by Company for Cause, in which event the foregoing eighteen (18) month time period shall be twelve (12) months, unless the Chairman of the Board, in his sole discretion, elects to extend such twelve (12) month period to eighteen (18) months) (the "Restricted Period"), Executive shall not directly or indirectly (i) engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within any county within any state in the United States in which Company or any Affiliate conducts business or within any county adjoining any such county (the "Restricted Area"), which competes with Company or any Affiliate; provided, however, that nothing contained in this Section 11 shall prevent Executive from holding or owning (directly or indirectly) for passive investment no more than ten percent (10%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; or (ii) induce or attempt to influence any employee, customer, independent contractor or supplier of Company or any Affiliate to terminate employment or any other relationship with Company or any Affiliate. Executive acknowledges that Company and its Affiliates intend to expand the areas in which they conduct business. The Chairman of the Board shall notify Executive in writing (i) within thirty (30) Business Days of Executive's termination whether all or any part of the Restricted Period is being waived and (ii) not less than thirty (30) Business Days prior to the end of the twelve (12) month Restricted Period for Cause, whether such period is being extended by six (6) months. 11.2. Executive shall not use for Executive's personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any "Confidential Information," which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or development projects or results, historical or projected financial information, budgets, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Executive or learned or acquired by Executive while in the employ of Company, but Confidential Information shall not include information otherwise lawfully known generally by or readily accessible to the trade or the general public. The foregoing provisions of this Section 11.2 shall apply during and after the period when Executive is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's interest in confidential information, trade secrets and the like. 11.3. Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Executive is an employee of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Executive shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. 11.4. Executive acknowledges that the restrictions contained in the foregoing Sections 11.1, 11.2 and 11.3, in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Executive or significantly impair Executive's ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Executive therefore acknowledges that, in the event of Executive's violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. 11.5. If the Restricted Period or the Restricted Area specified in Section 11.1 above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Executive violates any of the restrictions contained in the foregoing Section 11.1, the Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of Company. Company shall have the right and remedy to require Executive to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any transactions constituting a breach of this Section 11, and Executive shall account for and pay over such amounts to Company upon Company's request therefor. Executive hereby expressly consents to the jurisdiction of any court within the Restricted Area to enforce the provisions of this Section 11, and agrees to accept service of process by mail relating to any such proceeding. Company may supply a copy of Section 11 of this Agreement to any future or prospective employer of Executive or to any person to whom Executive has supplied information if Company determines in good faith that there is a reasonable likelihood that Executive has violated or will violate such Section.

Noncompetition, Trade Secrets, Etc. Chairman hereby acknowledges that, during and solely as a result of his service as Chairman to the Company, Chairman has had and will have access to Confidential Information as that term is defined herein. In consideration of such special and unique opportunities afforded by Company to Chairman as a result of Chairman’s service and the employment of Executive by Companyother benefits referred to within this Agreement, Executive the Chairman hereby agrees as follows: 11.1. For so long as Executive remains an employee of Company and, unless and to (a) From the extent waived by the Chairman of the Board, in his sole discretion, for a period of eighteen (18) months after termination of Executive's employment with Company for any reason (other than termination by Company for Cause, in which event the foregoing eighteen (18) month time period shall be date hereof until twelve (12) monthsmonths following the termination of Chairman’s service to the Company, unless the for any or no reason, whether initiated by Chairman of the Board, in his sole discretion, elects to extend such twelve or Company (12) month period to eighteen (18) months) (the "“Restricted Period"”); (i) Chairman shall not, Executive shall not for his own benefit or the benefit of any third party, directly or indirectly (i) engage in (as a principal, shareholder, partner, director, officer, agent, employeechairman, consultant or otherwise) or be financially interested in any business operating within any county within any state in the United States in which Company or any Affiliate conducts business or within any county adjoining any such county (the "“Restricted Area"”), which competes engages in the Business, or any other business activities which are materially the same as and which are in direct competition with the Business, or with any business activities carried on by Company or being planned by Company, at the time of the termination of Chairman’s service, or any Affiliateother business activities which are materially the same as the Business for any of Company’s past, present or prospective clients, customers or accounts; provided, provided however, that nothing contained in this Section 11 10 shall prevent Executive Chairman from holding or owning (directly or indirectly) for passive investment no more less than ten five percent (105%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; or . (ii) induce Induce or attempt to influence any employeeexecutive officer, customer, independent contractor or supplier of Company or any Affiliate to terminate employment or any other relationship with Company Company. During the Restricted Period, Chairman shall not, directly or indirectly, disclose or otherwise communicate to any of the clients, customers or accounts of Company, its Affiliates or any Affiliate. Executive acknowledges Subsidiary thereof that Company and its Affiliates intend he has been terminated, is considering terminating or has decided to expand the areas in which they conduct business. The Chairman of the Board shall notify Executive in writing terminate his service to Company. (ib) within thirty (30) Business Days of Executive's termination whether all or any part of During the Restricted Period is being waived and (ii) not less than thirty (30) Business Days prior to the end of the twelve (12) month Restricted Period for CausePeriod, whether such period is being extended by six (6) months. 11.2. Executive Chairman shall not use for Executive's Chairman’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association association, or company other than Company, any "“Confidential Information," ” which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or development projects or results, historical or projected financial information, budgets, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Executive Chairman or learned or acquired by Executive Chairman while in providing service to the employ of Company, but . Confidential Information shall not include (1) information otherwise lawfully known generally by or readily accessible unrelated to the trade Company which was lawfully received by Chairman free of restriction from another source having the right to so furnish such Confidential Information; or (2) information after it has become generally available to the general publicpublic or to industry competitors without breach of this Agreement by the Chairman; or (3) information which at the time of disclosure to the Chairman was known to the Chairman to be free of restriction as evidenced by documentation from the Company which the Chairman possesses, or (4) information which Company agrees in writing is free of such restrictions. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Chairman or made available to Chairman concerning the business of Company shall be Company’s property and shall be delivered to Company promptly upon the termination of Chairman’s service to the Company or at any other time on request. The foregoing provisions of this Section 11.2 10(b) shall apply during and for a period of one (1) year after Chairman continues to serve as Chairman of the period when Executive is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's ’s interest in confidential information, trade secrets and the like. At the termination of Chairman’s service to the Company, Chairman shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. 11.3. (c) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive Chairman may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Executive Chairman is an employee of providing service to Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter carried on or contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Executive Chairman shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Executive Chairman shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor letters patent therefore and can secure such copyright or Letters Patent letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive Chairman shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. 11.4. Executive (d) Chairman acknowledges that the restrictions contained in the foregoing Sections 11.1, 11.2 and 11.3, in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Executive Chairman or significantly impair Executive's Chairman’s ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Executive therefore acknowledges Chairman and Company acknowledge that, in the event of Executive's violation of either party believes the other party has violated any of these restrictionsthe terms of this Agreement, Company the other party shall be entitled to obtain seek from any court of competent jurisdiction jurisdiction, without attempting arbitration, preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitledrelief. 11.5. (e) If the Restricted Period or the Restricted Area specified in Section 11.1 above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Executive Chairman violates any of the restrictions contained in the foregoing Section 11.1Sections, the Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of CompanyChairman. Company shall have the right and remedy to require Executive to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any transactions constituting a breach of this Section 11, and Executive shall account for and pay over such amounts to Company upon Company's request therefor. Executive Chairman hereby expressly consents to the jurisdiction of any court within the Restricted Area to enforce Eastern District of Pennsylvania for the provisions purpose of this seeking a preliminary or permanent injunction as described above in Section 1110(d) hereof, and agrees to accept service of process by certified mail return receipt requested relating to any such proceeding. Company may supply a copy of Section 11 10 of this Agreement to any future or prospective employer of Executive Chairman or to any person to whom Executive Chairman has supplied information if Company determines in good faith that there is a reasonable likelihood that Executive Chairman has violated or will violate such SectionSection 10.

Noncompetition, Trade Secrets, Etc. Employee hereby acknowledges that, during and solely as a result of his employment by Company, Employee will have access to confidential information and business and professional contacts. In consideration of such special and unique opportunities afforded by Company to Employee as a result of Employee's employment and the employment other benefits referred to in Section 12 of Executive by Companythis Agreement, Executive Employee hereby agrees as follows: 11.1. (a) For so long as Executive remains an employee of Company and, unless and to the extent waived by the Chairman duration of the Board, in his sole discretion, for a period of eighteen (18) months after termination of Executive's employment with Company for any reason (other than termination by Company for Cause, in which event the foregoing eighteen (18) month time period shall be twelve (12) months, unless the Chairman of the Board, in his sole discretion, elects to extend such twelve (12) month period to eighteen (18) months) (the "Restricted Period"), Executive Employee shall not directly or indirectly (iA) engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within any county within any state in the United States in which Company or any Affiliate conducts business or within any county adjoining any such county (the "Restricted Area"), which competes with Company is involved in or any Affiliateother business activities which are the same as, similar to or in competition with the Business, or with any business activities carried on by Company, or being definitely planned by Company, at the time of the termination of Employee's employment; provided, provided however, that nothing contained in this Section 11 14 shall prevent Executive Employee from holding or owning (directly or indirectly) for passive investment no more than ten three percent (103%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; or (iiB) induce or attempt to influence any employee, customer, independent contractor or supplier of Company or any Affiliate to terminate employment or any other relationship with Company Company. (b) During the Term of Employment, Employee shall not, directly or indirectly, disclose or otherwise communicate to any of the clients, customers or accounts of Company, its Affiliates or any AffiliateSubsidiary thereof that he is considering terminating, or has decided to terminate, employment with Company. Executive acknowledges Following the termination of Employee's employment, Company shall have sole discretion to determine who may notify the clients, customers or accounts of Company of the termination of Employee's employment, and the form, substance and timing of such notification; provided, however, that Company and its Affiliates intend shall not disseminate any notice of Employee's termination for any reason other than Cause which is unfavorable to expand the areas in which they conduct businessEmployee's professional or personal reputation or career. The Chairman Company shall inform Employee of the Board shall notify Executive in writing (i) within thirty (30) Business Days identity of Executive's termination whether all persons or entities to be so notified and provide to Employee a copy of any part written notice to such persons or entities at least ten business days prior to its dissemination to allow Employee to object to or otherwise challenge the content of the Restricted Period is being waived and (ii) not less than thirty (30) Business Days prior to the end of the twelve (12) month Restricted Period for Cause, whether such period is being extended by six (6) monthswritten notice and/or its dissemination. 11.2. Executive (c) Employee shall not use for ExecutiveEmployee's personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any "Confidential Information," which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or development projects or results, historical or projected financial information, budgets, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients or any other confidential information relating to or dealing with the business operations operations, or activities of CompanyCompany as such relate specifically to commercial collection services, made known to Executive Employee or learned or acquired by Executive Employee while in the employ of Company, but Confidential Information shall not include information otherwise lawfully known generally by or readily accessible to the trade or the general public. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Employee or made available to Employee concerning the business of Company shall be Company's property and shall be delivered to Company promptly upon the termination of Employee's employment with Company or at any other time on request. The foregoing provisions of this Section 11.2 Subsection 14(c) shall apply during and after the period when Executive Employee is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's interest in confidential information, trade secrets and the like. At the termination of Employee's employment with Company, Employee shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. Notwithstanding the foregoing, Employee may retain records relevant to the filing of Employee's personal income taxes and Company shall grant Employee reasonable access during normal business hours, to business records of Company relevant to Employee's discharge of Employee's duties as an officer of Company or other legitimate non-competitive business purpose. Notwithstanding the requirements of this paragraph 14(c), should Employee leave his employment and work in a position that does not violate any of the restrictions contained in this Agreement, then Employee shall have the right to use Confidential Information, provided, however, that such right shall not permit Employee to remove any documents or materials from Company that are deemed Confidential Information. 11.3. (d) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive Employee may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Executive Employee is an employee of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter during the time of Employee's employment hereunder carried on or known by Employee to be contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Executive Employee shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Executive Employee shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. 11.4. Executive (e) Employee acknowledges that the restrictions contained in the foregoing Sections 11.1Subsections (a), 11.2 (b), (c) and 11.3(d), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Executive Employee or significantly impair ExecutiveEmployee's ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Executive Employee therefore acknowledges that, in the event of ExecutiveEmployee's violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. 11.5. (f) If the Restricted Period or the Restricted Area specified in Section 11.1 Subsections (a) and (b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Executive Employee violates any of the restrictions contained in the foregoing Section 11.1Subsections (a) or (b), the Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Executive Employee to the satisfaction of Company. Company shall have the right and remedy to require Executive Employee to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive Employee as the result of any transactions constituting a breach of this Section 1114, and Executive Employee shall account for and pay over such amounts to Company upon Company's request therefor. Executive Employee hereby expressly consents to the jurisdiction of any court within the Restricted Area Commonwealth of Pennsylvania to enforce the provisions of this Section 1114, and agrees to accept service of process by mail relating to any such proceeding. Company may supply a copy of Section 11 14 of this Agreement to any future or prospective employer of Executive Employee or to any person to whom Executive Employee has supplied information if Company determines in good faith that there is a reasonable likelihood that Executive Employee has violated or will violate such Section.

Noncompetition, Trade Secrets, Etc. In consideration of the employment of Executive by Company, Executive hereby agrees as follows: 11.1. 11.1 For so long as Executive remains an employee of Company and, unless and to the extent waived by the Chairman of the Board, in his sole discretion, for a period of eighteen (18) months after termination of Executive's employment with Company for any reason (other than termination by Company for Cause, in which event the foregoing eighteen (18) month time period shall be twelve (12) months, unless the Chairman of the Board, in his sole discretion, elects to extend such twelve (12) month period to eighteen (18) months) (the "Restricted Period"), Executive shall not directly or indirectly (i) engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within any county within any state in the United States in which Company or any Affiliate conducts business or within any county adjoining any such county (the "Restricted Area"), which competes with Company or any Affiliate; provided, however, that nothing contained in this Section 11 shall prevent Executive from holding or owning (directly or indirectly) for passive investment no more than ten percent (10%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; or (ii) induce or attempt to influence any employee, customer, independent contractor or supplier of Company or any Affiliate to terminate employment or any other relationship with Company or any Affiliate. Executive acknowledges that Company and its Affiliates intend to expand the areas in which they conduct business. The Chairman of the Board shall notify Executive in writing (i) within thirty (30) Business Days of Executive's termination whether all or any part of the Restricted Period is being waived and (ii) not less than thirty (30) Business Days prior to the end of the twelve (12) month Restricted Period for Cause, whether such period is being extended by six (6) months. 11.2. 11.2 Executive shall not use for Executive's personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any "Confidential Information," which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or development projects or results, historical or projected financial information, budgets, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Executive or learned or acquired by Executive while in the employ of Company, but Confidential Information shall not include information otherwise lawfully known generally by or readily accessible to the trade or the general public. The foregoing provisions of this Section 11.2 shall apply during and after the period when Executive is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's interest in confidential information, trade secrets and the like. 11.3. 11.3 Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Executive is an employee of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Executive shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. 11.4. 11.4 Executive acknowledges that the restrictions contained in the foregoing Sections 11.1, 11.2 and 11.3, in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Executive or significantly impair Executive's ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Executive therefore acknowledges that, in the event of Executive's violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. 11.5. 11.5 If the Restricted Period or the Restricted Area specified in Section 11.1 above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Executive violates any of the restrictions contained in the foregoing Section 11.1, the Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of Company. Company shall have the right and remedy to require Executive to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any transactions constituting a breach of this Section 11, and Executive shall account for and pay over such amounts to Company upon Company's request therefor. Executive hereby expressly consents to the jurisdiction of any court within the Restricted Area to enforce the provisions of this Section 11, and agrees to accept service of process by mail relating to any such proceeding. Company may supply a copy of Section 11 of this Agreement to any future or prospective employer of Executive or to any person to whom Executive has supplied information if Company determines in good faith that there is a reasonable likelihood that Executive has violated or will violate such Section. 11.6 During the Restricted Period, the following provisions shall apply: (a) If Executive's employment is terminated by Company for Cause, no compensation shall be payable or benefits provided to Executive during the Restricted Period, unless the Chairman of the Board elects to extend the Restricted Period by six (6) months, in which event Company shall be obligated during such six (6) month extension to (i) pay Executive Base Compensation and Incentive Compensation as if Executive remained employed by Company during such six (6) month period, and (ii) provide all of the welfare benefits to Executive that Company would have provided as if Executive remained employed by Company during such period, unless Company is prohibited from providing such benefits pursuant to applicable law. (b) If Executive's employment is terminated for any reason other than death, Disability or for Cause, Company shall continue to (i) pay Executive during the Restricted Period, except with respect to any part of the Restricted Period that has been waived by the Chairman of the Board, Base Compensation and Incentive Compensation as provided herein as if Executive remained employed by Company during the Restricted Period, and (ii) provide all of the benefits to Executive that Company would have provided pursuant to Section 6 (but excluding Section 6.1), as if Executive remained employed by Company during the Restricted Period, unless Company is prohibited from providing such benefits pursuant to applicable law. (c) Notwithstanding the foregoing provisions of this Section 11.6, Company may pay to Executive the cash equivalent of any benefit which Company is otherwise obligated to provide Executive in lieu of providing such benefit. The amount of cash which is equivalent to the providing of any such benefit shall be determined by a qualified third party jointly selected by Company and Executive.

Noncompetition, Trade Secrets, Etc. Executive hereby acknowledges that, during and solely as a result of his employment by Company, Executive has had and will have access to Confidential Information as that term is defined herein. In consideration of such special and unique opportunities afforded by Company to Executive as a result of Executive’s employment and the employment of Executive by Companyother benefits referred to within this Agreement, Executive hereby agrees as follows: 11.1. For so long as Executive remains an employee of Company and, unless and to (a) From the extent waived by date hereof until 24 months following the Chairman of the Board, in his sole discretion, for a period of eighteen (18) months after termination of Executive's ’s employment with Company Company, for any reason or no reason, whether initiated by Executive or Company (other than termination by Company for Cause, in which event the foregoing eighteen (18) month time period shall be twelve (12) months, unless the Chairman of the Board, in his sole discretion, elects to extend such twelve (12) month period to eighteen (18) months) (the "“Restricted Period"), ”): (i) Executive shall not not, for his own benefit or the benefit of any third party, directly or indirectly (i) engage in (as a principal, shareholder, partner, director, officer, agent, employeeexecutive, consultant or otherwise) or be financially interested in any business operating within any county within any state in the United States in which Company or any Affiliate conducts business or within any county adjoining any such county (the "“Restricted Area"”), which competes engages in the Business, or any other business activities which are materially the same as and which are in direct competition with the Business, or with any business activities carried on by Company or being planned by Company, at the time of the termination of Executive’s employment, or any Affiliateother business activities which are materially the same as the Business for any of Company’s past, present or prospective clients, customers or accounts; provided, provided however, that nothing contained in this Section 11 12 shall prevent Executive from holding or owning (directly or indirectly) for passive investment no more less than ten five percent (105%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; or . (ii) induce Induce or attempt to influence any employeeExecutive Officer, customer, independent contractor or supplier of Company or any Affiliate to terminate employment or any other relationship with Company Company. During the Restricted Period, or while Executive is still employed by Company, Executive shall not, directly or indirectly, disclose or otherwise communicate to any of the clients, customers or accounts of Company, its Affiliates or any Affiliate. Executive acknowledges Subsidiary thereof that Company and its Affiliates intend he has been terminated, is considering terminating or has decided to expand the areas in which they conduct business. The Chairman of the Board shall notify Executive in writing terminate employment with Company. (ib) within thirty (30) Business Days of Executive's termination whether all or any part of During the Restricted Period is being waived and (ii) not less than thirty (30) Business Days prior to the end of the twelve (12) month Restricted Period for CausePeriod, whether such period is being extended by six (6) months. 11.2. Executive shall not use for Executive's ’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association association, or company other than Company, any "“Confidential Information," ” which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or development projects or results, historical or projected financial information, budgets, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Executive or learned or acquired by Executive while in the employ of Company, but . Confidential Information shall not include (1) information otherwise unrelated to Company or its businesses which was lawfully known received by Executive free of restriction from another source having the right to so furnish such Confidential Information; or (2) information after it has become generally by or readily accessible available to the trade public or to industry competitors without breach of this Agreement by Executive; or (3) information which at the general publictime of disclosure to the Executive was known to Executive to be free of restriction as evidenced by documentation from the Company which Executive possesses; or (4) information which Company agrees in writing is free of such restrictions. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Executive or made available to Executive concerning the business of Company shall be Company’s property and shall be delivered to Company promptly upon the termination of Executive’s employment with Company or at any other time on request. The foregoing provisions of this Section 11.2 shall apply during and after the period when Executive is an employee of Company and 12(b) shall be in addition to (and not a limitation of) any legally applicable protections of Company's ’s interest in confidential information, trade secrets and the likelike provided by applicable statutes, laws, rules, regulations or judicial interpretations thereof. At the termination of Executive’s employment with Company, Executive shall return to Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage. 11.3. (c) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Executive is an employee of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter carried on or contemplated by Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Executive shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor letters patent therefore and can secure such copyright or Letters Patent letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. 11.4. (d) Executive acknowledges that the restrictions contained in the foregoing Sections 11.1, 11.2 and 11.3, in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Executive or significantly impair Executive's ’s ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Executive therefore acknowledges and Company acknowledge that, in the event of Executive's violation of either party believes the other party has violated any of these restrictionsthe terms of this Agreement, Company the other party shall be entitled to obtain seek from any court of competent jurisdiction jurisdiction, without attempting arbitration, preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitledrelief. 11.5. (e) If the Restricted Period or the Restricted Area specified in Section 11.1 above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Executive violates any of the restrictions contained in the foregoing Section 11.1Sections, the Restricted Period shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of Company. Company shall have the right and remedy to require Executive to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any transactions constituting a breach of this Section 11, and Executive shall account for and pay over such amounts to Company upon Company's request therefor. Executive hereby expressly consents to the jurisdiction of any court within the Restricted Area to enforce Eastern District of Pennsylvania for the provisions purpose of this seeking a preliminary or permanent injunction as described above in Section 1112(d) hereof, and agrees to accept service of process by certified mail return receipt requested relating to any such proceeding. Company may supply a copy of this Section 11 of this Agreement 12 to any future or prospective employer of Executive or to any person to whom Executive has supplied information if Company determines in good faith that there is a reasonable likelihood that Executive has violated or will violate such Sectionthis Section 12.

Noncompetition, Trade Secrets, Etc. In consideration (a) During the term of the Executive's employment of Executive by Company, Executive hereby agrees as follows: 11.1. For so long as Executive remains an employee of Company and, unless and to the extent waived by the Chairman of the Board, in his sole discretion, for a period of eighteen twenty four (1824) months after the termination of Executive's employment with Company for any reason or expiration thereof, (other than termination by Company for Cause, in which event i) the foregoing eighteen (18) month time period shall be twelve (12) months, unless the Chairman of the Board, in his sole discretion, elects to extend such twelve (12) month period to eighteen (18) months) (the "Restricted Period"), Executive shall not directly or indirectly induce or attempt to influence any employee or independent contractor of the Company to terminate his employment with the Company and (iii) the Executive shall not (A) solicit or (B) provide (as a principal, partner, director, officer, agent, employee, consultant or otherwise) any services which are competitive with those services which the Company has previously provided, is currently providing, or plans (within the Executive's knowledge) to provide, at the time of the termination of the Executive's employment to, any existing or former client or customer of the Company (or any affiliate of such existing or former client or customer). As used herein, the phrase "within the Executive's knowledge" or the like shall mean the actual knowledge of the Executive together with any and all information which should reasonably be known by the Executive given his position with the Company (unless intentionally withheld by the Company). (b) During the term of the Executive's employment and for six (6) months after the expiration of the Executive's employment or the termination of the Executive's employment in the event such termination is either by the Executive with or without good cause or by the Company for good cause, the Executive shall not engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within any county within any state in the United States state, territory or foreign jurisdiction in which the Company is then conducting (or in which the Company has definite plans to conduct within the Executive's knowledge) any Affiliate conducts business which is in competition with business activities carried on by the Company, or being definitely planned by the Company within any county adjoining any such county (the "Restricted Area")Executive's knowledge, which competes with Company or any Affiliate; providedat the time of the termination of the Executive's employment. However, however, that nothing contained in this Section 11 7(b) shall prevent the Executive from holding or owning (directly or indirectly) for passive investment no not more than ten two percent (102%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market interdealer quotation system; . (c) All books, cards, records, accounts, files, notes, memoranda, computer files, disks and records, patents, trademarks, tradenames, copyrights, advertising, sales, manufacturers' and other materials or (ii) induce articles or attempt to influence any employeeinformation, customerincluding without limitation data processing reports, independent contractor customer sales analyses, invoices, price lists or supplier of Company or any Affiliate to terminate employment information, samples, or any other relationship with Company materials or any Affiliate. Executive acknowledges that Company and its Affiliates intend to expand the areas in which they conduct business. The Chairman data of the Board Company are and shall notify Executive in writing (i) within thirty (30) Business Days of Executive's termination whether all or any part remain the sole and confidential property of the Restricted Period is being waived and (ii) not less than thirty (30) Business Days prior to the end of the twelve (12) month Restricted Period for Cause, whether such period is being extended by six (6) months. 11.2. Executive shall not use for Executive's personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any "Confidential Information," which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or development projects or results, historical or projected financial information, budgets, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Executive or learned or acquired by Executive while in the employ of Company, but Confidential Information shall not include information otherwise lawfully known generally by or readily accessible to the trade or the general public. The foregoing provisions of this Section 11.2 shall apply during and after the period when Executive is an employee of Company and shall be in addition to (and not a limitation of) any legally applicable protections kept on the premises of Company's interest in confidential information, trade secrets and the like. 11.3. Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, Company whenever reasonably possible; if the Company requests the return of such materials at any time when during or at or after the termination of the Executive's employment, the Executive is an employee of shall immediately deliver the same to the Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection together with any business now notes, memoranda, copies, reproductions, extracts and summations of or hereafter carried on or contemplated by Company, including developments or expansions of its present fields of operations, shall be regarding the sole aforesaid materials. As used in this Section 7(c) and exclusive property of Company. Executive shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. 11.4. Executive acknowledges that the restrictions contained in the foregoing Sections 11.1, 11.2 and 11.3, in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Executive or significantly impair Executive's ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Executive therefore acknowledges that, in the event of Executive's violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. 11.5. If the Restricted Period or the Restricted Area specified in Section 11.1 above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Executive violates any of the restrictions contained in the foregoing Section 11.17(d) below, the Restricted Period term "Company" shall be extended by a period equal to include the length of time from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of Company. Company shall have the right and remedy to require Executive to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any transactions constituting a breach of this Section 11, and Executive shall account for and pay over such amounts to Company upon Company's request therefor. Executive hereby expressly consents to the jurisdiction of any court within the Restricted Area to enforce the provisions of this Section 11, subsidiaries and agrees to accept service of process by mail relating to any such proceeding. Company may supply a copy of Section 11 of this Agreement to any future or prospective employer of Executive or to any person to whom Executive has supplied information if Company determines in good faith that there is a reasonable likelihood that Executive has violated or will violate such Sectionaffiliates.

Noncompetition, Trade Secrets, Etc. In consideration Executive hereby acknowledges that, during and solely as a result of the his employment of Executive by Company, Executive hereby will have access to confidential information and business and professional contacts. In consideration of such special and unique opportunities afforded by Company to Executive as a result of Executive's employment and the other benefits referred to within this Agreement; (a) Executive agrees as follows: 11.1. For so long as that if Executive remains an employee of Company and, unless and to the extent waived terminates his own employment or if Executive's employment is terminated by the Chairman of Company for Cause, from the Board, in his sole discretion, for a period of eighteen date hereof until twelve (1812) months after following the termination of Executive's employment with Company for any reason (other than termination by Company for Cause, in which event the foregoing eighteen (18) month time period shall be twelve (12) months, unless the Chairman of the Board, in his sole discretion, elects to extend such twelve (12) month period to eighteen (18) months) (the "Restricted Period"), ) Executive shall not not, for his own benefit or the benefit of any third party; (i) directly or indirectly (i) engage in (as a principal, shareholder, partner, director, officer, agent, employeeExecutive, consultant or otherwise) or be financially interested in any business operating within any county within any state in the United States in which Company or any Affiliate conducts business or within any county adjoining any such county (the "Restricted Area"), which competes is the same as, similar to or in competition with the Business, or with any business activities being definitely planned by Company or any Affiliate; provided, however, that at the time of the termination of Executive's employment (provided however nothing contained in this Section 11 14 shall prevent Executive from holding or owning (directly or indirectly) for passive investment no more less than ten five percent (105%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system; ) or (ii) directly or indirectly, induce or attempt to influence any employee, customer, client, independent contractor or supplier of Company or any Affiliate to terminate employment or any other relationship with Company. (b) Executive agrees that if Executive is terminated by Company or any Affiliate. without Cause and executes a General Release, Executive acknowledges that Company and its Affiliates intend to expand will be bound by the areas non-competition provision in which they conduct business. The Chairman 14(a) for the greater of the Board shall notify Executive in writing (i) within thirty (30) Business Days of Executive's termination whether all or any part of the Restricted Period is being waived and (ii) not less than thirty (30) Business Days prior to the end of the twelve (12) month Restricted Period for Cause, whether such period months from Executive's termination date or the remaining time under the Initial Term of this Agreement during which Executive is being extended paid by six the Company (6"Extended Restricted Period"). However, in no event will Executive be bound by Section 14 (a) monthsabove for more than twenty four (24) months from Executive's termination date, or less than twelve (12) months from Executive's terminate date. 11.2. (c) Executive agrees that from the date hereof and forever, regardless of the cause or lack of cause of his separation of employment from the Company: (i) Executive shall not use for Executive's personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any "Confidential Information," which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or development projects or results, historical or projected financial information, budgets, trade secrets, or other knowledge or processes of or developed by Company or any names and addresses of customers or clients or any data on or relating to past, present or prospective Company customers or clients or any other confidential information relating to or dealing with the business operations or activities of Company, made known to Executive or learned or acquired by Executive while in the employ of Company, but . Confidential Information shall not include information otherwise lawfully known generally by or readily accessible to the trade or the general public. All memoranda, notes, lists, records, files, documents and other papers and other like items (and all copies, extracts and summaries thereof) made or compiled by Executive or made available to Executive concerning the business of Company shall be Company's property and shall be delivered to Company promptly upon the termination of Executive's employment with Company or at any other time on request. The foregoing provisions of this Section 11.2 Subsection (c) shall apply during and after the period when Executive is an employee Executive of Company and shall be in addition to (and not a limitation of) any legally applicable protections of Company's interest in confidential information, trade secrets and the like. At the termination of Executive's employment with Company, Executive shall return to Company all copies in his possession of the Company's Confidential Information in any medium, including computer tapes and other forms of data storage. 11.3. (ii) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time when Executive is an employee Executive of Company, whether or not during working hours and whether or not at the request or upon the suggestion of Company, which relate to or are useful in connection with the Business or with any business now or hereafter carried on or contemplated by CompanyCompany during the Executive's employment, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of Company. Executive shall make full disclosure to Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in Company. Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist Company so that Company can prepare and present applications for copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. 11.4. (d) Executive acknowledges that the restrictions contained in the foregoing Sections 11.1Subsections (a), 11.2 (b), and 11.3(c), in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, that their enforcement will not impose a hardship on Executive or significantly impair Executive's ability to earn a livelihood, and that any violation thereof would result in irreparable injuries to Company. Executive therefore acknowledges that, in the event of Executive's violation of any of these restrictions, Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Company may be entitled. 11.5. (e) If the Restricted Period or the Restricted Area specified in Section 11.1 14(a) or the Extended Restricted Period in Section 14(b) above should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by the elimination of such portion or both such reductions shall be made so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Executive violates any of the restrictions contained in the foregoing Section 11.1Subsection (a), (b) or (c), the relevant Restricted Period or Extended Restricted Period, respectively, shall be extended by a period equal to the length of time from the commencement of any such violation until such time as such violation shall be cured by Executive to the commercially reasonable satisfaction of Company. The Company shall have the right and remedy to require Executive to account for and pay over to either Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any transactions constituting a breach of this Section 1114, and Executive shall account for and pay over such amounts to Company upon Company's request therefor. Executive hereby expressly consents to the jurisdiction of any court within the Restricted Area New York to enforce the provisions of this Section 1114, and agrees to accept service of process by mail relating to any such proceeding. The Company may supply a copy of Section 11 14 of this Agreement to any future or prospective employer of Executive or to any person to whom Executive has supplied information if the Company determines in good faith that there is a reasonable likelihood that Executive has violated or will violate such Section.