Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. Subject to the exceptions set out in Schedule E attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term of Employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (ii) competes with the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or attempt to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date.

Restrictive Covenant. Subject to the exceptions set out in Schedule SCHEDULE E attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term of Employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (ii) competes with the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or attempt to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date.

Restrictive Covenant. Subject to the exceptions set out in Schedule E attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term of Employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (ii) competes with the Corporation Company with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation Company during the time of your employment with the CorporationCompany, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation Company or attempt to do so or solicit for the purpose of doing so, any business of the CorporationCompany, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation Company during the time of your employment with the CorporationCompany, whether before or after the Effective Date.

Restrictive Covenant. Subject to the exceptions set out in Schedule E D attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term term of Employment employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that:: VAN01: 4889541: v2 (ia) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (iib) competes with the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation company or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, and whom you had knowledge of as a result of your employment, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or attempt to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date.

Restrictive Covenant. Subject to The Company, the exceptions set out Consultant and Employee have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Company, and have agreed that as an essential ingredient of and in Schedule E attached heretoconsideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, you agree that you the Consultant hereby agrees that, except with the express prior written consent of the Company, for the term of this Agreement, as such may be extended, it will not, either alone and will cause Employee not to, directly or in partnership indirectly compete with the business of the Company including, but not by way of limitation, by directly or in conjunction indirectly owning, managing, operating, controlling, consulting for, advising, brokering, acquiring, selling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Company to terminate employment with Company and become employed by any person, firm, companypartnership, corporation, syndicatetrust or other entity which owns or operates a business similar to that of the Company, association or by soliciting or attempting to solicit for any reason whatsoever any person or entity from whom the Company, or any Affiliate, has bought property (the "Restrictive Covenant"). For purposes of this paragraph(s), a business shall be considered "similar" to that of the Company if it is engaged in the acquisition, development, ownership, operation, management or leasing of office, medical office, office flex and related commercial properties (or Excluded Activities or Other Property Types from time to time pursued by the Company) (i) in any geographic market or territory in which the Company owns properties during the term of this Agreement; (ii) in any "Target Market" publicly identified as an intended situs of acquisitions by the Company; or (iii) in any market in which an acquisition is proposed or pending during the term of this Agreement. An acquisition shall be deemed to be pending if it is the subject of a purchase (or lease or contribution or other entity acquisition or groupventure-related) agreement, or whose basic terms shall have been confirmed in writing under a binding or non-binding letter of intent or term sheet executed by the parties. In addition, for a period of six (6) months following the termination of this Agreement for any reason whatsoever, with or without cause, whether precipitated by the Consultant or the Company, the Consultant shall and shall cause its Employee to abandon and refrain from contact with every person and entity in connection with or concerning any potential acquisition or Covered Transaction then in the Company's "Pipeline" (as principaldefined below). Within ten (10) business days after the termination of this Agreement, agentthe Consultant shall deliver to the CEO of the Company, employeeand the CEO shall deliver to the Consultant, directora written statement of all acquisitions or other Projects (as hereinafter defined) in the Pipeline (the "Pipeline Statement"). The Consultant's receipt of any amounts otherwise due under Sections 4(b) or (c) or otherwise hereunder shall be conditioned on and withheld pending its providing the Pipeline Statement to the CEO. The restrictions concerning any one individual Project in the Pipeline shall continue for such six (6) month period unless the Consultant receives from the Company written notice that the Company has abandoned such Project, officerand any such notice shall not diminish or otherwise affect the restrictions on any other Projects contained in the Pipeline Statement. A Project shall be considered in the "Pipeline" if, shareholderas of the date of the Consultant's termination, consultant the acquisition of the Project is pending (for example, is the subject of a letter of intent), or is subject to a written proposal or a written broker submittal. Omission of a Project from the Pipeline Statement by the Consultant shall not affect the application of this Section 6(a) to any Project that is in fact in the Pipeline. For purposes of this Agreement, a "Project" includes any capacity potential Covered Transaction, and may take the form of (w) an acquisition for cash, or manner whatsoeveran acquisition as part of an UPREIT transaction or otherwise; (x) a development project; (y) a joint venture partnership or other cooperative relationship, whether through a DOWNREIT relationship or otherwise; or (z) any other investment by the Company or an Affiliate. If the Consultant violates the Restrictive Covenant and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant with respect to the Covered Transaction or Project which is the subject of the violation. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Consultant. In the event that a successor of the Company assumes and agrees to perform this Agreement or otherwise acquires the Company, this Restrictive Covenant shall continue to apply only to the primary service area of the Company as it existed immediately before such assumption or acquisition, and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the ownership, directly or indirectly, for the Term of Employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on capital stock or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (ii) competes with the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, similar securities of any such enterprise or undertaking which are publicly traded, so long as you are not part listed on a securities exchange or quoted on the National Association of any control group of such entity and such securities, Securities Dealers Automated Quotation System which if converted, do not constitute represent more than five percent (5% %) of the outstanding voting power capital stock of that entity; (b) solicitany corporation. Notwithstanding the foregoing, agree the Restrictive Covenant shall no longer remain in force against the Consultant in the event the Company shall, within the meaning of the United States Bankruptcy Code, be insolvent so as to be employed by, unable to pay its debts as they become due or agree be subject to provide services to any person, firm, corporation a pending proceeding as a debtor under the United States Bankruptcy Code or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or attempt to do so or solicit state proceeding such an assignment for the purpose benefit of doing so, any business of the Corporation, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Datecreditors.

Restrictive Covenant. Subject to the exceptions set out in Schedule E D attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term of Employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (ii) competes with the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or attempt to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date.

Restrictive Covenant. Subject The Employee acknowledges that the Company’s business is highly competitive and that in the course of the Employee’s employment the Employee will be privy to Confidential Information and other information concerning the exceptions set out in Schedule E attached heretoCompany’s business and that the Company’s business would be vulnerable to competition from the Employee. Accordingly, you agree the Employee agrees that: (a) during the Term and for a two month period following the date that you the employment of the Employee with the Company ceases (the “Termination Date”), the Employee will not, without the prior written consent of the Company, directly or indirectly, either alone individually or in partnership or in conjunction in any way with any other person, firm, companyassociation, corporation, syndicate, association syndicate or any other entity or groupcorporation (“Person”), whether as principal, agent, employee, director, officerconsultant, shareholder, consultant guarantor, creditor, or in any capacity or other manner whatsoever: (1) engage in, whether directly carry on or indirectlyotherwise be concerned with or have any interest in, for or advise, lend money to, guarantee the Term debts or obligations of, permit the name of Employment and continuing for the Employee, or any part thereof, to be used or employed by any Person engaged in or concerned with a period business competitive with that of 6 months the business of the Company within British Columbia or Alberta, or the U.S. states of New York or Ohio, or any other province of Canada or state of the United States in which the Company is, as at the Termination Date, doing business (2) solicit, interfere with or try to entice away from the lawful termination Company, accept any business from or the patronage of your employmentor enter into the employment of or render any service to, sell to or contract or attempt to contract with, any Person, who was, during the Term, a prospective or existing client, customer or supplier of the Company; or (3) endeavour to entice away from the Company any Person who was employed or engaged by the Company as of the Termination Date; (b) the covenants contained in this Section 6 are given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of the Employee’s unique knowledge of and association with the business of the Company, the scope of this covenant as to activity, time and area is reasonable and commensurate with the protection of the legitimate interests of the Company; (c) this Section 6 of this Agreement applies regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply cessation of any product or service that is competitive with the Business or any product or service employment of the Business; or (ii) competes with Employee from the Corporation with respect to any aspect Company, and is severable from the other provisions of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entitythis Agreement; (bd) solicitthe damages the Company may suffer for breach of Section 6 of this Agreement may be irreparable and in any event would be difficult, agree if not impossible, to be employed by, or agree ascertain and that the Company will have the right to provide services to any person, firm, corporation an injunction or other entity that was a clientavailable equitable relief in any court of competent jurisdiction, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact enjoining any threatened or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Businessactual breach; orand (ce) divert, entice or take away from the Corporation or attempt existence of a right to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation an injunction or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact available equitable relief will not preclude the Company from pursuing any other rights and remedies at law or prospect in equity which it may have including the right to seek recovery of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Datedamages.

Restrictive Covenant. Subject to the exceptions set out in Schedule E attached hereto, you agree The Consultant agrees that you will it shall not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term of Employment Engagement and continuing for a period of 6 months from the lawful termination of your employmentthis Agreement, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business Company's business or in the sale, distribution, development or supply of any product or service that is competitive with the Business Company's business or any product or service of the BusinessCompany's business except for those products or services that are set out in Schedule "A" attached to this Agreement or as may otherwise be agreed to in writing by the Company; or (ii) competes with the Corporation Company with respect to any aspect of the Businessits business; provided, however, that the foregoing will shall not prohibit you the Consultant from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are the Consultant is not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation Company during the time Term of your employment Engagement, or Wxxxxxx'x prior employment, with the CorporationCompany, whether before or after the Effective Date, for any business purpose that is competitive with the Business Company's business or any product or service of the BusinessCompany's business; or (c) divert, entice or take away from the Corporation Company or attempt to do so or solicit for the purpose of doing so, any business of the CorporationCompany, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation Company during the time Term of your employment Engagement, or Wxxxxxx'x prior employment, with the CorporationCompany, whether before or after the Effective Date.

Restrictive Covenant. Subject The Employee acknowledges that the Company's business is highly competitive and that In the course of the Employee's employment the Employee will be privy to Confidential Information and other information concerning the exceptions set out in Schedule E attached heretoCompany's business and that the Company's business would be vulnerable to competition from the Employee. Accordingly, you agree the Employee agrees that: (a) during the Term and for a two month period following the date that you the employment of the Employee with the Company ceases (the "Termination Date"), the Employee will not, without the prior written consent of the Company, directly or Indirectly, either alone individually or in partnership or in conjunction in any way with any other person, firm, companyassociation, corporation, syndicate, association syndicate or any other entity or groupcorporation ("Person"), whether as principal, agent, employee, director, officerconsultant, shareholder, consultant guarantor, creditor, or in any capacity or other manner whatsoever: (1) engage in, whether directly carry on or indirectlyotherwise be concerned with or have any Interest in, for or advise, lend money to, guarantee the Term debts or obligations of, permit the name of Employment and continuing for the Employee, or any part thereof, to be used or employed by any Person engaged in or concerned with a period business competitive with that of 6 months the business of the Company within any province of Canada or state of the United States in which the Company is. as at the Termination Date, doing business; (2) solicit, interfere with or try to entice away from the lawful termination Company, accept any business from or the patronage of your employmentor enter into the employment of or render any service to, sell to or contract or attempt to contract with, any Person, who was, during the Term, a prospective or existing client, customer or supplier of the Company; or (3) endeavour to entice away from the Company any Person who was employed or engaged by the Company as of the Termination Date; (b) the covenants contained in this Section 6 are given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of the Employee's unique knowledge of and association with the business of the Company, the scope of this covenant as to activity, time and area is reasonable and commensurate with the protection of the legitimate interests of the Company; (c) this Section 6 of this Agreement applies regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply cessation of any product or service that is competitive with the Business or any product or service employment of the Business; or (ii) competes with Employee from the Corporation with respect to any aspect Company, and is severable from the other provisions of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entitythis Agreement; (bd) solicitthe damages the Company may suffer for breach of Section 6 of this Agreement may be irreparable and in any event would be difficult, agree if not impossible, to be employed by, or agree ascertain and that the Company will have the right to provide services to any person, firm, corporation an injunction or other entity that was a clientavailable equitable relief in any court of competent jurisdiction, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact enjoining any threatened or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Businessactual breach; orand (ce) divert, entice or take away from the Corporation or attempt existence of a right to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation an injunction or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact available equitable relief will not preclude the Company from pursuing any other rights and remedies at law or prospect in equity which it may have including the right to seek recovery of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Datedamages.

Restrictive Covenant. Subject to the exceptions set out in Schedule E F attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term term of Employment this Agreement and continuing for a period of 6 12 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (ii) competes with the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or attempt to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date.

Restrictive Covenant. Subject to the exceptions set out in Schedule E D attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term term of Employment employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (ia) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (iib) competes with the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation company or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, and whom you had knowledge of as a result of your employment, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or attempt to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date.

Restrictive Covenant. Subject The Employee acknowledges that the Company's business is highly competitive and that in the course of the Employee's employment the Employee will be privy to Confidential Information and other information concerning the exceptions set out in Schedule E attached heretoCompany's business and that the Company's business would be vulnerable to competition from the Employee. Accordingly, you agree the Employee agrees that (a) during the Term and for a two month period following the date that you the employment of the Employee with the Company ceases (the "Termination Date"), the Employee will not, without the prior written consent of the Company, directly or indirectly, either alone individually or in partnership or in conjunction in any way with any other person, firm, companyassociation, corporation, syndicate, association syndicate or any other entity or groupcorporation ("Person"), whether as principal, agent, employee, director, officerconsultant, shareholder, consultant guarantor, creditor, or in any capacity or other manner whatsoever (1) engage in, whether directly carry on or indirectlyotherwise be concerned with or have any interest in, for or advise, lend money to, guarantee the Term debts or obligations of, permit the name of Employment and continuing for the Employee, or any part thereof, to be used or employed by any Person engaged in or concerned with a period business competitive with that of 6 months the business of the Company within British Columbia or Alberta, or any other province of Canada in which the Company is, as at the Termination Date, doing business (2) solicit, interfere with or try to entice away from the lawful termination Company, accept any business from or the patronage of your employmentor enter into the employment of or render any service to, sell to or contract or attempt to contract with, any Person, who was, during the Term, a prospective or existing client, customer or supplier of the Company, or (3) endeavour to entice away from the Company any Person who was employed or engaged by the Company as of the Termination Date; (b) the covenants contained in this Section 6 are given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of the Employees unique knowledge of and association with the business of the Company, the scope of this covenant as to activity, time and area is reasonable and commensurate with the protection of the legitimate interests of the Company: (c) this Section 6 of this Agreement applies regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply cessation of any product or service that is competitive with the Business or any product or service employment of the Business; or (ii) competes with Employee from the Corporation with respect to any aspect Company, and is severable from the other provisions of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entitythis Agreement; (bd) solicitthe damages the Company may suffer for breach of Section 6 of this Agreement may be irreparable and in any event would be difficult, agree if not impossible, to be employed by, or agree ascertain and that the Company will have the right to provide services to any person, firm, corporation an injunction or other entity that was a clientavailable equitable relief in any court of competent jurisdiction, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact enjoining any threatened or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Businessactual breach; orand (ce) divert, entice or take away from the Corporation or attempt existence of a right to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation an injunction or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact available equitable relief will not preclude the Company from pursuing any other rights and remedies at law or prospect in equity which it may have including the right to seek recovery of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Datedamages.

Restrictive Covenant. Subject to the exceptions set out in Schedule E attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term of Employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (ii) competes with the Corporation or Parent with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation company or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation or Parent during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or Parent or attempt to do so or solicit for the purpose of doing so, any business of the CorporationCorporation or Parent, or any person, firm, corporation company or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation or Parent during the time of your employment with the Corporation, whether before or after the Effective Date.

Restrictive Covenant. Subject (a) The parties acknowledge that the Company’s and its Affiliates’ business is highly competitive and that in the course of your employment you will be privy to Confidential Information and other proprietary information concerning the exceptions set out in Schedule E attached heretoCompany’s and its Affiliates’ business and that the Company’s and its Affiliates’ business would be vulnerable to competition from you. (b) Accordingly, you agree will not during the term of your employment with the Company and following the date that you will notyour employment with the Company ceases (regardless of who initiated the termination and whether the termination was with or without cause), either alone individually or in partnership partnership, or in conjunction in any way with any person, firm, company, corporation, syndicate, association or any other entity or grouppersons, whether as principal, agent, employee, director, officerconsultant, shareholder, consultant guarantor, creditor, or in any capacity or other manner whatsoever, whether directly or indirectly, for the Term of Employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (ai) other than in the performance of your duties and responsibilities, use any of the Company’s and its Affiliates’ trade secrets for any reason without the express written permission of the Company, including to: (1) engage in, carry on or otherwise be engaged in, concerned with or interested have any interest in, or advise, invest lend money to, guarantee the debts or obligations of, permit your name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or give financial assistance concerned with a business competitive with that of the Company or its Affiliates; or (2) solicit, interfere with or endeavor to entice away from the Company or its Affiliates, accept any business from or the patronage of or enter into the employment of or render any service to, sell to or contract or attempt to contract with, any businessperson, enterprise firm, or undertaking that: (i) is involved in corporation who was, during the Business term of your employment, a client, customer or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service supplier of the BusinessCompany or its Affiliates, or a prospective client, customer or supplier of the Company or its Affiliates; or (ii) competes with for a one (1) year period following the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time termination of your employment with the CorporationCompany, whether before directly solicit or after induce or attempt to solicit or induce any person who was employed by the Effective DateCompany or its Affiliates on the date of the termination of your employment, for any business purpose that is competitive to terminate his or her employment with the Business Company or any product its Affiliates or service of the Business; orto commence an employment or other business relationship with another entity. (c) divert, entice or take away from The parties agree that the Corporation or attempt foregoing provisions are reasonable and necessary in order to do so or solicit protect the interests of the Company and its Affiliates. (d) You agree and acknowledge that this covenant is given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of your unique knowledge of and association with the purpose of doing so, any business of the CorporationCompany and its Affiliates, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect the scope of this covenant as to both time and area is reasonable and commensurate with the protection of the Corporation during legitimate interests of the Company and its Affiliates. Section 6 of this Agreement applies regardless of the reason for your cessation of employment from the Company, and is severable from the other provisions of this Agreement. [D-Wave Commercial Inc. 0000 X. Xxxxxxxx Xx. Xxxx Xxxx, XX 00000] xxx.xxxxxxxx.xxx (e) The parties agree that if a court of competent jurisdiction will limit, restrict or otherwise change the time period or the types of your employment with business referred to in this Section, then the Corporationlimited, whether before restricted or after changed time period or types of business determined by such a court will, for the Effective Datepurposes of this Section 6, be deemed to be the original time period and/or types of business referred to in such Sections as if they were the original time period and business set out herein.

Restrictive Covenant. Subject The Employee acknowledges that the Company's business is highly competitive and that in the course of the Employee's employment the Employee will be privy to Confidential Information and other information concerning the exceptions set out in Schedule E attached heretoCompany's business and that the Company's business would be vulnerable to competition from the Employee. Accordingly, you agree the Employee agrees that: (a) during the Term and for a three month period following the date that you the employment of the Employee with the Company ceases (the "Termination Date"), the Employee will not, without the prior written consent of the Company, directly or indirectly, either alone individually or in partnership or in conjunction in any way with any other person, firm, companyassociation, corporation, syndicate, association syndicate or any other entity or groupcorporation ("Person"), whether as principal, agent, employee, director, officerconsultant, shareholder, consultant guarantor, creditor, or in any capacity or other manner whatsoever: (1) engage in, whether directly carry on or indirectlyotherwise be concerned with or have any interest in, for or advise, lend money to, guarantee the Term debts or obligations of, permit the name of Employment and continuing for the Employee, or any part thereof, to be used or employed by any Person engaged in or concerned with a period business competitive with that of 6 months the business of the Company within British Columbia or Alberta, or any other province of Canada in which the Company is, as at the Termination Date, doing business (2) solicit, interfere with or try to entice away from the lawful termination Company, accept any business from or the patronage of your employmentor enter into the employment of or render any service to, sell to or contract or attempt to contract with, any Person, who was, during the Term, a prospective or existing client, customer or supplier of the Company; or (3) endeavour to entice away from the Company any Person who was employed or engaged by the Company as of the Termination Date; (b) the covenants contained in this Section 6 are given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of the Employee's unique knowledge of and association with the business of the Company, the scope of this covenant as to activity, time and area is reasonable and commensurate with the protection of the legitimate interests of the Company; (c) this Section 6 of this Agreement applies regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply cessation of any product or service that is competitive with the Business or any product or service employment of the Business; or (ii) competes with Employee from the Corporation with respect to any aspect Company, and is severable from the other provisions of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entitythis Agreement; (bd) solicitthe damages the Company may suffer for breach of Section 6 of this Agreement may be irreparable and in any event would be difficult, agree if not impossible, to be employed by, or agree ascertain and that the Company will have the right to provide services to any person, firm, corporation an injunction or other entity that was a clientavailable equitable relief in any court of competent jurisdiction, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact enjoining any threatened or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Businessactual breach; orand (ce) divert, entice or take away from the Corporation or attempt existence of a right to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation an injunction or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact available equitable relief will not preclude the Company from pursuing any other rights and remedies at law or prospect in equity which it may have including the right to seek recovery of damages. The Employee waives all defences to the Corporation during the time strict enforcement of your employment with the Corporation, whether before or after the Effective DateSection 6 of this Agreement.

Restrictive Covenant. Subject to the exceptions set out in Schedule E D attached hereto, you agree that you will not, either alone or in partnership or in conjunction with any person, firm, company, corporation, syndicate, association or any other entity or group, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly, for the Term term of Employment employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that:: VAN01: 4889551: v1 (ia) is involved in the Business or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service of the Business; or (iib) competes with the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation company or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, and whom you had knowledge of as a result of your employment, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Business; or (c) divert, entice or take away from the Corporation or attempt to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date.

Restrictive Covenant. Subject (a) The parties acknowledge that the Company’s and its Affiliates’ business is highly competitive and that in the course of your employment you will be privy to Confidential Information and other proprietary information concerning the exceptions set out in Schedule E attached heretoCompany’s and its Affiliates’ business and that the Company’s and its Affiliates’ business would be vulnerable to competition from you. (b) Accordingly, you agree will not during the term of your employment with the Company and following the date that you will notyour employment with the Company ceases (regardless of who initiated the termination and whether the termination was with or without Cause), either alone individually or in partnership partnership, or in conjunction in any way with any person, firm, company, corporation, syndicate, association or any other entity or grouppersons, whether as principal, agent, employee, director, officerconsultant, shareholder, consultant guarantor, creditor, or in any capacity or other manner whatsoever, whether directly or indirectly, for the Term of Employment and continuing for a period of 6 months from the lawful termination of your employment, regardless of the reason for such termination: (ai) other than in the performance of your duties and responsibilities, use any of the Company’s and its Affiliates’ trade secrets for any reason without the express written permission of the Company, including to: (1) engage in, carry on or otherwise be engaged in, concerned with or interested have any interest in, or advise, invest lend money to, guarantee the debts or obligations of, permit your name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or give financial assistance concerned with a business competitive with that of the Company or its Affiliates; or (2) solicit, interfere with or endeavor to entice away from the Company or its Affiliates, accept any business from or the patronage of or enter into the employment of or render any service to, sell to or contract or attempt to contract with, any businessperson, enterprise firm, or undertaking that: (i) is involved in corporation who was, during the Business term of your employment, a customer or in the sale, distribution, development or supply of any product or service that is competitive with the Business or any product or service supplier of the BusinessCompany or its Affiliates, or a prospective customer or supplier of the Company or its Affiliates; or (ii) competes with for a one (1) year period following the Corporation with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity; (b) solicit, agree to be employed by, or agree to provide services to any person, firm, corporation or other entity that was a client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect of the Corporation during the time termination of your employment with the CorporationCompany, whether before directly solicit or after induce or attempt to solicit or induce any person who was employed by the Effective DateCompany or its Affiliates on the date of the termination of your employment, for any business purpose that is competitive to terminate his or her employment with the Business Company or any product its Affiliates or service of the Business; orto commence an employment or other business relationship with another entity. (c) divert, entice or take away from The parties agree that the Corporation or attempt foregoing provisions are reasonable and necessary in order to do so or solicit protect the interests of the Company and its Affiliates. (d) You agree and acknowledge that this covenant is given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of your unique knowledge of and association with the purpose of doing so, any business of the CorporationCompany and its Affiliates, or any person, firm, corporation or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect the scope of this covenant as to both time and area is reasonable and commensurate with the protection of the Corporation during legitimate interests of the Company and its Affiliates. Section 6 of this Agreement applies regardless of the reason for your cessation of employment from the Company, and is severable from the other provisions of this Agreement. (e) The parties agree that if a court of competent jurisdiction will limit, restrict or otherwise change the time period or the types of your employment with business referred to in this Section, then the Corporationlimited, whether before restricted or after changed time period or types of business determined by such a court will, for the Effective Datepurposes of this Section 6, be deemed to be the original time period and/or types of business referred to in such Sections as if they were the original time period and business set out herein.

Restrictive Covenant. Subject The Employee acknowledges that the Company’s business is highly competitive and that in the course of the Employee’s employment the Employee will be privy to Confidential Information and other information concerning the exceptions set out in Schedule E attached heretoCompany’s business and that the Company’s business would be vulnerable to competition from the Employee. Accordingly, you agree the Employee agrees that: (a) during the Term and for a two month period following the date that you the employment of the Employee with the Company ceases (the “Termination Date”), the Employee will not, without the prior written consent of the Company, directly or indirectly, either alone individually or in partnership or in conjunction in any way with any other person, firm, companyassociation, corporation, syndicate, association syndicate or any other entity or groupcorporation (“Person”), whether as principal, agent, employee, director, officerconsultant, shareholder, consultant guarantor, creditor, or in any capacity or other manner whatsoever: (1) engage in, whether directly carry on or indirectlyotherwise be concerned with or have any interest in, for or advise, lend money to, guarantee the Term debts or obligations of, permit the name of Employment and continuing for the Employee, or any part thereof, to be used or employed by any Person engaged in or concerned with a period business competitive with that of 6 months the business of the Company within British Columbia or Alberta, or the US states of New York or Ohio, or any other province of Canada or state of the United States in which the Company is, as at the Termination Date, doing business (2) solicit, interfere with or try to entice away from the lawful termination Company, accept any business from or the patronage of your employmentor enter into the employment of or render any service to, sell to or contract or attempt to contract with, any Person, who was, during the Term, a prospective or existing client, customer or supplier of the Company; or (3) endeavour to entice away from the Company any Person who was employed or engaged by the Company as of the Termination Date; (b) the covenants contained in this Section 6 are given for good and valuable consideration (receipt of which is hereby acknowledged) and that by reason of the Employee’s unique knowledge of and association with the business of the Company, the scope of this covenant as to activity, time and area is reasonable and commensurate with the protection of the legitimate interests of the Company; (c) this Section 6 of this Agreement applies regardless of the reason for such termination: (a) carry on or be engaged in, concerned with or interested in, or advise, invest in or give financial assistance to, any business, enterprise or undertaking that: (i) is involved in the Business or in the sale, distribution, development or supply cessation of any product or service that is competitive with the Business or any product or service employment of the Business; or (ii) competes with Employee from the Corporation with respect to any aspect Company, and is severable from the other provisions of the Business; provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entitythis Agreement; (bd) solicitthe damages the Company may suffer for breach of Section 6 of this Agreement may be irreparable and in any event would be difficult, agree if not impossible, to be employed by, or agree ascertain and that the Company will have the right to provide services to any person, firm, corporation an injunction or other entity that was a clientavailable equitable relief in any court of competent jurisdiction, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact enjoining any threatened or prospect of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Date, for any business purpose that is competitive with the Business or any product or service of the Businessactual breach; orand (ce) divert, entice or take away from the Corporation or attempt existence of a right to do so or solicit for the purpose of doing so, any business of the Corporation, or any person, firm, corporation an injunction or other entity that was an employee, client, customer, supplier, principal, shareholder, investor, collaborator, strategic partner, licensee, contact available equitable relief will not preclude the Company from pursuing any other rights and remedies at law or prospect in equity which it may have including the right to seek recovery of the Corporation during the time of your employment with the Corporation, whether before or after the Effective Datedamages.