Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. (a) During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, directly or indirectly, engage, undertake or participate in (as an employee, principal, partner, stockholder, consultant or otherwise) in the State of Florida and/or in the country of Antigua and Barbuda in the business of providing independent call center services for third parties; provided, however, that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the stock of any corporation whose stock is listed on a national securities exchange; and provided, further, that notwithstanding anything herein to the contrary Employee may perform and do such acts and provide such services for the benefit of the Company as may be requested by the Company from time to time. (b) If the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid or unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 8.2 During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or initiate any discussions relating to the possible employment of, or the utilization of services of, any such employee.

Non-Compete and Non-Solicitation. (a) During Except as otherwise explicitly permitted by the Employment Period last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for one a period of twelve (112) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such periodmonths thereafter, Employee agrees thatshall not, subject to either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Company fulfilling its obligations under this Agreement, Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Company's obligations under Article 7Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), he will while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, engageindividually or by or through any Covered Entity, undertake or participate invest in (as whether through debt or equity securities), contribute any capital or make any advances to, take an employeeownership interest or profit-sharing percentage in, principalseek to purchase or acquire, partneror receive income, stockholdercompensation or consulting fees from, consultant any entity or otherwise) person involved in the State of Florida and/or Business in the country of Antigua and Barbuda Territory. Notwithstanding the foregoing, nothing contained in the business of providing independent call center services for third parties; provided, however, that nothing herein contained this Section 5.2(a) shall prohibit the ownership Employee or any Affiliate of not more Employee from owning less than five percent (5%) of the stock any class of voting securities publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any corporation whose stock is listed on issuer, and no such issuer shall be considered a national securities exchange; and provided, further, that notwithstanding anything herein to Covered Entity solely by virtue of such ownership or the contrary Employee may perform and do such acts and provide such services for the benefit of the Company as may be requested by the Company from time to timeincidents thereof. (b) If While employed with the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid Company or unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 8.2 During the Employment Period any of its Affiliates and for one a period of twenty-four (124) year after the termination of the Employment Period (whether by expirationmonths thereafter, termination "For Cause" under Section 7.2Employee shall not, termination "Without Cause" either directly or Certain Resignation under Section 7.3, termination indirectly and shall not permit any Covered Entity which is Controlled by Employee under Section 7.4to, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, either directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to(i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or (ii) hire, solicit, take away, or attempt to hire, solicit the services of, or take away (either on such Employee’s behalf or on behalf of any other person or entity) any person (A) who is then an employee of the Company or initiate any discussions relating Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action. (c) Employee hereby acknowledges and agrees that the payment of any amount under the Severance Package is conditioned upon Employee’s compliance with the covenants in this Section 5, and that the Company will have the right to withhold payment if Employee is in breach of any of the possible employment of, or the utilization of services of, any such employeecovenants in this Section 5.

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for in any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will notmanner, directly or indirectly, engage, undertake or participate in (as an employee, employer, consultant, agent, principal, partner, manager, stockholder, consultant officer, director, or otherwisein any other individual or representative capacity, engage in or become interested in any business (i) in the State of Florida whose primary business is developing, marketing and/or in the country of Antigua selling mobile platform application software (for this purpose wireless carriers and Barbuda in the email providers shall not be deemed businesses whose primary business of providing independent call center services for third partiesis developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, that nothing herein contained shall prohibit the ownership of not more than you may own up to five percent (5%) of the listed and outstanding capital stock of any corporation whose stock is listed on a national securities exchangepublicly traded company; and provided, further, that notwithstanding anything herein (b)solicit or entice or attempt to the contrary Employee may perform and do such acts and provide such services for the benefit solicit or entice away from Sona any of the Company as may be requested by the Company from time employees of Sona to time. enter into employment or services with any person, business, firm or corporation other than Sona; or (b) If solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever be deemed to exceed the time and/or geographical limits provided for in Subsection 8.1(a) or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be held invalid or unenforceable deemed reformed to the maximum permitted by a competent courtapplicable laws. Consultant specifically acknowledges and agrees that (x) the foregoing covenants are an essential element of this Agreement and that, then but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in such case such limits addition to any other relief available to it, shall be modified entitled to such periods and/or such geographical areas, as temporary and permanent injunctive relief in the case may be, as shall be determined to be valid and enforceable by such court. 8.2 During the Employment Period and for one (1) year after the termination event Consultant violates any of the Employment Period (whether by expiration, termination "For Cause" under terms of this Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or initiate any discussions relating to the possible employment of, or the utilization of services of, any such employee5.

Non-Compete and Non-Solicitation. (a) During Executive acknowledges and agrees that (i) the Employment Period business of the Company Group is conducted in the United States and Canada (collectively, the "Territory"), (ii) the Company Group’s reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company Group’s trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, (iv) Executive's services are of special, unique and extraordinary value to the Company Group, and (v) if Executive were to deprive the Company Group of any of such goodwill or in any manner utilizes such reputation and goodwill in competition with the Company Group, the Company will be deprived of the benefits it has bargained for one in this Agreement. Accordingly, in order to protect such trade secrets, Confidential Information and goodwill as well as the value of the Company Group, and as a condition to the Company's willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company Group and continuing for the period beginning on the date of Executive's Separation and ending upon the first anniversary of such Separation, Executive shall not, anywhere in the Territory, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business that reasonably purports to compete with the material lines of businesses of the Company Group, as such businesses (i) currently exist or are currently in the active process of development and (ii) exist or are in the active process of development during Executive's employment with the Company Group; provided, that nothing herein shall prohibit Executive from being a passive owner of not more than 1) year after % of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation in the business of such corporation. Notwithstanding anything herein to the contrary, following termination of the Employment Period Period, Executive shall be permitted to (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), i) serve on boards of entities whose principal activity is not electric vehicle charging and only for such period, Employee agrees that, subject (ii) serve in an advisory capacity to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, directly or indirectly, engage, undertake or participate investment management firms that may have investments in (as an employee, principal, partner, stockholder, consultant or otherwise) in the State of Florida and/or in the country of Antigua and Barbuda in the business of providing independent call center services for third partieselectric vehicle charging; provided, however, that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the stock of any corporation whose stock is listed on a national securities exchange; in carrying out such service Executive will recuse himself from discussions and provided, further, that notwithstanding anything herein decisions pertaining to the contrary Employee may perform and do such acts and provide such services for the benefit of the Company as may be requested by the Company from time to timeelectric vehicle charging. (b) If the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid or unenforceable While Executive is employed by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 8.2 During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this AgreementGroup and continuing for the period beginning on the date of Executive's Separation and ending 18 months following such Separation, including, without limitation, the Company's obligations under Article 7, he will not, Executive shall not directly or indirectly, for Employee's benefit indirectly through another person or the benefit of a third party, initiate any offer of employment to, entity (i) induce or attempt to solicit the services of, induce any employee of the Company Group to leave the employ of the Company Group, or initiate in any discussions relating way interfere with the relationship between the Company Group and any employee thereof, (ii) hire any person who was an employee of the Company Group within one year prior to the possible employment oftime such employee was hired by Executive (directly or indirectly through another person or entity) or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the utilization of services of, relationship between any such employeecustomer, supplier, licensee or business relation and the Company Group.

Non-Compete and Non-Solicitation. (a) During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, temination by Employee under Article 8, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 77 and 8, he she will not, directly or indirectly, engage, undertake or participate in (as an employee, principal, partner, stockholder, consultant or otherwise) in the State of Florida and/or in the country of Antigua and Barbuda in the business of providing independent call center services for third parties; provided, however, that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the stock of any corporation whose stock is listed on a national securities exchange; and provided, further, that notwithstanding anything herein to the contrary Employee may perform and do such acts and provide such services for the benefit of the Company as may be requested by the Company from time to time. (b) If the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid or unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 8.2 9.2 During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, temination by Employee under Article 8 or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 77 and 8, he she will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or initiate any discussions relating to the possible employment of, or the utilization of services of, any such employee.

Non-Compete and Non-Solicitation. (a) During the Employment Period and for one eighteen (118) year months after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, termination by Employee under Article 8 or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7Articles 7 and 8, he will not, directly or indirectly, engage, undertake or participate in (as an employee, principal, partner, stockholder, consultant or otherwise) in the State of Florida and/or in the country of Antigua and Barbuda in the business of providing independent call center services for third parties; provided, however, that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the stock of any corporation whose stock is listed on a national securities exchange; and provided, further, that notwithstanding anything herein to the contrary Employee may perform and do such acts and provide such services for the benefit of the Company as may be requested by the Company from time to time. (b) If the time and/or geographical limits provided for in Subsection 8.1(a9.1(a) shall be held invalid or unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 8.2 9.2 During the Employment Period and for one eighteen (118) year months after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, termination by Employee under Article 8 or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7Articles 7 and 8, he will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or initiate any discussions relating to the possible employment of, or the utilization of services of, any such employee.

Non-Compete and Non-Solicitation. (a) During the Employment Period In addition to, and for one (1) year after the termination not in limitation of, all of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), terms and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under provisions of this Agreement, including, without limitationthe Employee agrees that during the Term of Employment, the Company's obligations under Article 7Employee will comply with the provisions of Section 1 above. (b) Except as provided below, he for a period of six months following the last day of employment by the Company (the “Non-Compete Period”), the Employee will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of not more than 1% of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, engage, undertake financial assistance to or participate lend money to or guarantee the debts or obligations of any Person carrying on or engaged in (as an employee, principal, partner, stockholder, consultant any business that is similar to or otherwise) in the State of Florida and/or in the country of Antigua and Barbuda in competitive with the business of providing independent call center services for third parties; provided, however, that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the stock of any corporation whose stock is listed on a national securities exchange; and provided, further, that notwithstanding anything herein to the contrary Employee may perform and do such acts and provide such services for the benefit of the Company as may be requested conducted by the Company from time or any of its subsidiaries during or on the date of termination of Employee’s employment. The business of manufacturing, selling, leasing, and/or distributing railcars and railcar parts and other related products shall be and be deemed to timebe “competitive” with the business conducted by the Company for the purposes hereof. The Company shall have the right, in its sole discretion, upon written notice to Employee within seven calendar days of his last day of employment by the Company, to extend the Non-Compete Period for up to six additional months by paying Employee, as additional severance pay, $32,083 per month during the extended Non-Compete Period; provided that the Non-Compete Period shall be for no longer than one year in the aggregate, and provided further that for the avoidance of doubt, Employee shall not be entitled to any other compensation or payments relating to the obligations set forth in this Section 8, except as expressly provided in Section 6. (bc) If The Employee covenants and agrees with the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid or unenforceable by a competent courtCompany and its subsidiaries that, then in such case such limits shall be modified to such periods and/or such geographical areas, as during the case may be, as shall be determined to be valid and enforceable by such court. 8.2 During the Term of Employment Period and for one (1) year after two years following the termination last day of employment by the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitationCompany, the Company's obligations under Article 7Employee shall not directly, he will not, directly or indirectly, for Employee's benefit himself or for any other Person: (i) solicit, interfere with or endeavor to entice away from the benefit Company or any of a third partyits subsidiaries or affiliates, initiate any offer current or prospective supplier, customer, client or any Person in the habit of employment todealing with any of the foregoing; (ii) attempt to direct or solicit any current or prospective supplier, customer or client away from the Company or any of its subsidiaries or affiliates; (iii) interfere with, entice away or otherwise attempt to solicit obtain or induce the services of, withdrawal of any employee of the Company or initiate any discussions relating of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the Company or any of its subsidiaries or affiliates. The Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the possible employment ofEmployee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. The Employee agrees that the remedy of damages for any breach by the Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond and the Employee agrees not to oppose granting of such relief. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the utilization Company may have under any other provision of services of, any such employeethis Agreement or otherwise.

Non-Compete and Non-Solicitation. (a) During For a period of eighteen (18) months commencing on the Employment Period Closing Date, Seller shall not, and for one shall not permit any of its controlled Affiliates to, directly or indirectly, (1i) year after engage in or assist others in engaging in the termination Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) manage or operate a Restricted Business in the Territory; provided, however, that this Section 6.20: (A) shall not apply to internet gambling; (B) shall not prevent Seller or its Affiliates from owning, directly or indirectly, solely as an investment, securities of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4any Person traded on any national securities exchange if Seller is not a controlling Person of, or termination for any other reason or cause whatsoever)a member of a group which controls, such Person and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will does not, directly or indirectly, engageown five percent (5%) or more of any class of securities of such Person, undertake (C) shall not directly or participate indirectly restrict any business (other than the Business) as currently conducted by Seller or its Affiliates in the Territory; and (as an employeeD) shall not directly or indirectly restrict or otherwise prevent Seller or its Affiliates from acquiring, principalin one transaction or a series of transactions, partnerby purchase of stock or assets, stockholder, consultant merger or otherwise, the whole or any part of a Person that carries on all or a portion of a Restricted Business or the whole or any part of a business that includes the carrying on of all or a portion of a Restricted Business (each, a “Potential Acquired Business”) in if no more than fifteen percent (15%) of the State Potential Acquired Business (determined by reference to the most recent annual revenue of Florida and/or in such Potential Acquired Business at the country time of Antigua the acquisition and Barbuda in after such acquisition, the annual revenue each year after the acquisition during such eighteen (18) month non-compete period) comprises a Restricted Business; provided, further, that the Seller and its Affiliates may acquire, directly or indirectly, a Potential Acquired Business even if it does not fall below the foregoing fifteen percent (15%) threshold if the Seller or such Affiliate sells, transfers or otherwise disposes of (including by terminating or winding down the operations comprising the Restricted Business or diverting those operations to a business other than a Restricted Business) sufficient assets so that the annual revenue of providing independent call center services such Potential Acquired Business attributable to the Restricted Business falls below such fifteen percent (15%) threshold (determined on a pro forma basis as if the sale, transfer or other disposition of such assets had occurred as of the first day of the most recently completed fiscal year of such Potential Acquired Business) within twelve (12) months after such acquisition. (b) Commencing on the Closing Date, Seller shall not, and shall not permit any of its controlled Affiliates to, Directly Market to any Exclusive Players for third partiespurposes of diverting their business from the Company Property to any Other Property; provided, however, that nothing herein contained shall prohibit Seller or its Affiliates from Directly Marketing to any customer who, after the ownership Closing Date, has gambled or wagered at or otherwise visited any Other Property. For purposes of not more this Agreement, “Directly Market” means any marketing to such players by U.S. Mail, email, telephone or social media (including via Twitter or Facebook) that contains special promotions that are offered solely to Exclusive Players or other mass marketing (including via newspaper, television or radio) that contains special promotions offered solely to Exclusive Players. Not later than five percent twenty (5%20) Business Days after the Closing Date, Seller shall delete from the Customer Database all of the stock Exclusive Players, including all Personal Identifying Information regarding such Exclusive Players; provided, however, that Seller may maintain a copy of any corporation whose stock is listed on a national securities exchangesuch data deleted from the Customer Database pursuant to this Section 6.20(b) to the extent required to comply with applicable Law; and provided, further, that notwithstanding anything herein Seller shall not be required to the contrary Employee may perform delete electronic copies of such data which reside only in backups or archives that are not generally accessible by persons other than Seller’s information technology and do such acts and provide such services for the benefit of the Company as may be requested by the Company from time to time. (b) If the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid legal or unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 8.2 During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4compliance personnel, or termination for any other reason or cause whatsoever), and which are retrievable only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or initiate any discussions relating to the possible employment of, or the utilization of services of, any such employeeusing forensic computer recovery techniques.

Non-Compete and Non-Solicitation. (a) During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such period, Employee The Manager agrees that, subject except as approved from time to time in accordance with Clause 4 above, during the term of this Employment Agreement and for a period of twelve (12) months thereafter, he shall refrain from engaging in any activity directly or indirectly (including through any companies or related persons) competing with the Company fulfilling or its obligations under this AgreementAffiliates, includingworld-wide, without limitationin the field of short bowel syndrome (SBS). In particular, the Company's obligations under Article 7, Manager agrees that he will not, directly or indirectly, engage, undertake or participate in : • be engaged (as an employee, principalofficer, director, partner, stockholderconsultant, consultant agent, owner or otherwisein any other capacity) or economically interested in the State of Florida and/or any capacity in the country of Antigua and Barbuda in any business which competes with the business of providing independent call center services for third parties; provided, however, that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the stock of any corporation whose stock is listed on a national securities exchange; and provided, further, that notwithstanding anything herein to the contrary Employee may perform and do such acts and provide such services for the benefit of the Company as may be requested by the Company from time to time. (b) If the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid or unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 8.2 During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or initiate any discussions relating of its Affiliates in respect of SBS (whereby a participation in a public company up to 5% of the voting capital shall be regarded as a permissible participation within the terms of this provision); • solicit or induce, or in any manner attempt to solicit or induce any director, officer, employee, consultant, independent contractor or agent of the Company or any of its Affiliates to leave his or her employment or service. The Company retains the right to request the Manager to cease immediately any breach of these non-compete and non-solicitation covenants and may seek court orders, including interim orders, prohibiting such breaches. Employment Agreement between VectivBio AG and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 10 / 12 As a consideration for the Manager’s compliance with the post-contractual non-compete and non-solicitation covenants, the Company undertakes to pay to the possible employment ofManager an amount of CHF 574,000.00 (the Non-Compete Compensation), payable in two equal installments on the first day of the post-contractual non-compete period and nine months thereafter. If the sum of (i) the Non-Compete Compensation and (ii) any income the Manager earns from any of his professional activities in respect of the eighteen-months period from the Termination Date exceeds CHF 1,483,753.00 (such excess amount, the Excess Amount), then the Company shall be entitled to deduct from the Non-Compete Compensation the Excess Amount or, if already paid, the Manager shall repay the Excess Amount to the Company. Upon request of the Company, and in any event at the end of each quarter during the post-contractual non-compete and non-solicitation period, the Manager shall inform the Company of any such income. Should the Manager breach the post-contractual non-compete and non-solicitation covenants, the obligation of the Company to pay the Non-Compete Compensation shall lapse. The Manager agrees that in addition to all other remedies that may otherwise be available to the Company in any specific case, he shall be required to pay liquidated damages in an amount equal to the Non-Compete Compensation for a violation of the undertakings set out in this Clause 18. Notwithstanding the payment of liquidated damages, the Manager shall be liable to the Company for any losses and damages incurred by the Company or any of its Affiliates in excess of its entitlement to the liquidated damages, and (ii) shall continue to be bound by the terms of the violated provision, for which the Company may continue to seek specific enforcement and / or injunctive relief as may be granted by any court of competent jurisdiction. The post-contractual non-compete and non-solicitation covenants shall remain in effect irrespective of the reason for a termination by the Company or the utilization of services ofManager, any such employeeas applicable, as long as the other Party agrees to the termination.