Common use of Non Solicitation and Confidentiality Clause in Contracts

Non Solicitation and Confidentiality. 8.1 During the term of this Agreement and for any individual employee, for six months following termination or resignation of such employee, neither party shall employ, solicit or make any offers to employ any employees of the other party used by the original employing party in the performance of the Services or Additional Services, without the prior written consent of the original employer. The original employer shall be entitled, in addition to any other remedies it may have at law or in equity, to a payment from the hiring party in an amount equal to one year's salary of any employee the hiring party employs, solicits or offers to employ in violation of this Section. 8.2 During the course of this Agreement the parties may come into possession of technology, computer software, documentation, trade secrets, products, copyrights or other confidential and proprietary information ("Confidential Information") of the other. Each party agrees to refrain from distributing, copying, disclosing or disseminating in any form the Confidential Information of the other party to any person or entity except to those employees or agent who have a need to know and who are obligated to maintain the confidentiality of such Confidential Information. Neither party shall use the Confidential Information of the other for any purpose other than that for which it was disclosed. All Confidential Information of a party shall remain the property of that party and will be promptly returned upon request or at the termination of this Agreement. Each party's obligation with respect to the Confidential Information of the other party shall expire three (3) years after the termination of this Agreement. 8.3 During the term of this Agreement, WTT will not sell or license any services or Products licensed under this Agreement directly to WTP's Customers receiving travel management services without giving notice to WTP, requesting sales assistance, and sharing any profits received from such sale or license with WTP as outlined below. (a) For any accounts won by WTT that WTT and WTP jointly solicited and on which WTP provides sales assistance, WTT and WTP shall share the profits equally on a quarterly basis, after first deducting amortization, start-up and implementation costs. (b) For any accounts won by WTT that WTP did not provide assistance in soliciting, WTT shall keep all profits. (c) For WTP clients, should a client or vendor request that WTP be omitted from the processing of travel transactions or being involved in the actual sales process, WTT shall share equally with WTP all profits in excess of fifty cents ($ .50) on each such transaction. 8.4 During the term of this Agreement, WTT may compete with WTP for new accounts, which shall include divisions, affiliates or subsidiaries of WTP's accounts, which are not existing Customers, but WTT shall in no event undercut prices offered by WTP. 8.5 For all existing and new OFS Accounts that have no travel agency, WTT hereby grants to WTP a right of first refusal to provide travel management services to OFS for such accounts on an outsourced basis as requested by corporate clients. All such services shall be provided as private label services under OFS' name.

Non Solicitation and Confidentiality. 8.1 During the term of this Agreement and and, for any individual employee, employee for six months following termination or resignation of such employee, neither party shall employ, solicit or make any offers to employ any employees of the other party used by the original employing party in the performance of the Services or Additional Services, without the prior written consent of the original employer. The original employer shall be entitled, in addition to any other remedies it may have at law or in equity, to a payment from the hiring party in an amount equal to one year's salary of any employee the hiring party employs, solicits or offers to employ in violation of this Section. 8.2 During the course of this Agreement the parties may come into possession of technology, computer software, documentation, trade secrets, products, copyrights or other confidential and proprietary information ("Confidential Information") of the other. Each party agrees to refrain from distributing, copying, disclosing or disseminating in any form the Confidential Information of the other party to any person or entity except to those employees or agent who have a need to know and who are obligated to maintain the confidentiality of such Confidential Information. Neither party shall use the Confidential Information of the other for any purpose other than that for which it was disclosed. All Confidential Information of a party shall remain the property of that party and will be promptly returned upon request or at the termination of this Agreement. Each party's obligation with respect to the Confidential Information of the other party shall expire three (3) years after the termination of this Agreement. 8.3 During the term of this Agreement, unless requested by WTP, WTT will not sell or license any services Services or Products licensed under this Agreement directly to WTP's Customers receiving travel management services Services without giving notice to WTP, requesting sales assistance, WTP and sharing any profits received from such sale or license with WTP as outlined below. (a) For any accounts won by WTT that WTT and WTP jointly solicited and on which WTP provides sales assistance, WTT and WTP shall share the profits equally on a quarterly basis, after first deducting amortization, start-up and implementation costs. (b) For any accounts won by WTT that WTP did not provide assistance in soliciting, WTT shall keep all profits. (c) For WTP clients, should a client or vendor request that WTP be omitted from the processing of travel transactions or being involved in the actual sales process, WTT shall share equally with WTP all any profits in excess of fifty cents ($ .50) on each such transactionreceived. 8.4 During the term of this Agreement, WTT may compete with WTP for new accounts, which shall include divisions, affiliates or subsidiaries of WTP's accounts, which are not existing Customers, but WTT shall in no event undercut prices offered by WTP. 8.5 For all existing and new OFS Accounts that have no travel agency, WTT hereby grants to WTP a right of first refusal to provide travel management services to OFS for such accounts on an outsourced basis as requested by corporate clients. All such services shall be provided as private label services under OFS' name.