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

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her or himself/herself and for or on behalf of any person or business entity in the any state in which the Company does business during Employee's employment (the "Non-Compete Jurisdiction") engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's own behalf, if the Employee is self-employed) that is engaged in the same business of the Company, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.

Non-Solicitation/Non-Compete. ​ ​ ​ In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her his or himself/herself himself and for or on behalf of any person or business entity in the state of Colorado or any state in which the Company does business during Employee's employment United States that the company derives more than 5% of its revenue (the "“Non-Compete Jurisdiction"”) engage in any of the following activities: a. Upon the Employee's ’s termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's ’s own behalf, if the Employee is self-employed) that is engaged in the same a business of which the CompanyCompany derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company.. ​ b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld.. ​ c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her his or himself/herself himself and for or on behalf of any person or business entity in the state of Colorado or any state in which the Company does business during Employee's employment United States that the company derives more than 5% of its revenue (the "“Non-Compete Jurisdiction"”) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's ’s own behalf, if the Employee is self-employed) that is engaged in the same a business of which the CompanyCompany derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. d. Parties agree that after termination of employment, it shall not be a violation of this herein Section 6 Non-Solicitation/Non-Compete nor a violation of Section 8 Goodwill, for Employee to immediately continue his secondary personal business of executive coaching and strategic advisory services to third parties in all industries aside from cannabis industry businesses. Such allowable industries specifically include, but are not limited to, the psychedelic industry.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her or himself/herself and for or on behalf of any person or business entity in the any state in which the Company does business during Employee's employment (the "Non-Compete Jurisdiction"a) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for For a period of 12 months thereaftertwo years after the Closing Date, said Employee Seller shall not and shall use its reasonable efforts (provided that Seller shall not be required to incur more than an immaterial cost) to cause its Affiliates not to: (i) solicit cause, solicit, induce or encourage any business from employees of Seller who are or become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employersuch individual; and, (ii) directly cause, induce or indirectlyencourage any material actual or prospective client, on his/her own behalf customer, supplier, or on behalf licensor of the Business, (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other person Person who has a material business relationship with the Business, to terminate or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's own behalf, if the Employee is self-employed) that is engaged in the same business of the Company, nor shall Employee become interested in change any such businessactual or prospective relationship in a manner which would be materially adverse to the Business; or (iii) conduct, participate or engage, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship business (A) involving the provision of any Products and services currently provided by Seller in connection with the Business or capacity(B) that is otherwise directly and substantially competitive with the Business anywhere in the world (a “Restricted Business”); provided, however, that nothing (1) the restrictions contained in this paragraph Section 5.3 shall not restrict the acquisition by Seller, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (2) that Seller’s subsidiary, CIVCO Medical Instruments Co., Inc., an Iowa corporation (“CIVCO”), shall not be prohibited from engaging in the provision of any products or services currently provided by it in connection with its business, including without limitation, researching, designing, developing, manufacturing or selling products and services in the ultrasound and minimally invasive markets, (3) that clauses (ii) and (iii) of this Section 5.3(a) shall not be deemed to prohibit Employee a purchaser of Seller or CIVCO from acquiringengaging in the activities contemplated in (ii) and (iii) in any manner, solely as an investmentincluding, up to four percent but not limited to, engaging in such activities through Seller or CIVCO, and (4%) that, notwithstanding the foregoing, such purchaser of Seller or CIVCO shall not be permitted to solicit with respect to the subject matter of an existing Contract of the outstanding shares Business. (b) The covenants and undertakings contained in this Section 5.3 relate to matters which are of capital stock a special, unique and extraordinary character and a violation of any corporation whose shares of the terms of this Section 5.3 will cause irreparable injury to the parties, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 5.3. The rights and remedies provided by this Section 5.3 are publicly traded; and, for a period of twelve (12) months following the date upon cumulative and in addition to any other rights and remedies which Employee ceases being an employee, solicit, induce, recruit, Purchaser may have hereunder or participate at law or in soliciting any individual who is employed by the Company. b. equity. In the event the Employee fails that Purchaser were to comply with seek damages for any provisions hereinbreach of this Section 5.3, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers portion of the Employer. Should Employee desire consideration delivered to pursue an employment opportunity with any customer of Seller hereunder which is attributed by the Employer, written consent of parties to the Employer must be obtained. Such consent foregoing covenant shall not be unreasonably withheldconsidered a measure of or limit on such damages. c. Employee hereby acknowledges (c) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that the geographic boundariesa specified time period, scope of prohibited activities and the time duration of the provisions a specified geographical area, a specified business limitation or any other relevant feature of this Section 6 are reasonable 5.3 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and are no broader than are necessary to protect not against public policy may be enforced against the legitimate business interests of the Companyapplicable party.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her his or himself/herself himself and for or on behalf of any person or business entity in the any state in which the Company does business during Employee's employment United States (the "“Non-Compete Jurisdiction"”) engage in any of the following activities: a. Upon the Employee's termination of his employment with the Employer (voluntary or involuntary) and for a period within one (1) year from the date of 12 months thereafterthe termination of said employment, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, and (ii) directly or indirectly, on his/her his own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's ’s own behalf, if the Employee is self-employed) that is engaged in the same business of the Company, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacitycapacity unless such practice described in 6.(a.)(ii) in this Agreement is in violation of the Colorado Rules of Professional Conduct; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve one (121) months year following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is was employed by the CompanyCompany at any time in the last one (1) year. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her or himself/herself and for or on behalf of any person or business entity in the any state in which the Company does business during Employee's ’s employment (the "“Non-Compete Jurisdiction"”) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's ’s own behalf, if the Employee is self-employed) that is engaged in the same business of the Company, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her his or himself/herself himself and for or on behalf of any person or business entity in the state of Colorado or any state in which the Company does business during Employee's employment United States that the company derives more than 5% of its revenue (the "“Non-Compete Jurisdiction"”) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee shall not (i) solicit any business from any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's ’s own behalf, if the Employee is self-employed) that is engaged in the same a business of which the CompanyCompany derives more than 5% of its business, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee fails to comply with any provisions herein, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her or himself/herself and for or on behalf of any person or business entity in the any state in which the Company does business during Employee's employment (the "Non-Compete Jurisdiction"a) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for For a period of 12 months thereaftertwo years after the Closing Date, said Employee Seller shall not and shall use its reasonable efforts (provided that Seller shall not be required to incur more than an immaterial cost) to cause its Affiliates not to: (i) solicit cause, solicit, induce or encourage any business from employees of Seller who are or become employees of Purchaser or its Affiliates to leave such employment or hire, employ or otherwise engage any customers or accounts of the Employer. The Employee shall not assist any third parties in soliciting the business of any customers or accounts of the Employersuch individual; and, (ii) directly cause, induce or indirectlyencourage any material actual or prospective client, on his/her own behalf customer, supplier, or on behalf licensor of the Business, (including any existing or former customer of Seller and any Person that becomes a client or customer of the Business after the Closing) or any other person Person who has a material business relationship with the Business, to terminate or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's own behalf, if the Employee is self-employed) that is engaged in the same business of the Company, nor shall Employee become interested in change any such businessactual or prospective relationship in a manner which would be materially adverse to the Business; or (iii) conduct, participate or engage, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship business (A) involving the provision of any Products and services currently provided by Seller in connection with the Business or capacity(B) that is otherwise directly and substantially competitive with the Business anywhere in the world (a "Restricted Business"); provided, however, that nothing (1) the restrictions contained in this paragraph Section 5.3 shall not restrict the acquisition by Seller, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business, (2) that Seller's subsidiary, CIVCO Medical Instruments Co., Inc., an Iowa corporation ("CIVCO"), shall not be prohibited from engaging in the provision of any products or services currently provided by it in connection with its business, including without limitation, researching, designing, developing, manufacturing or selling products and services in the ultrasound and minimally invasive markets, (3) that clauses (ii) and (iii) of this Section 5.3(a) shall not be deemed to prohibit Employee a purchaser of Seller or CIVCO from acquiringengaging in the activities contemplated in (ii) and (iii) in any manner, solely as an investmentincluding, up to four percent but not limited to, engaging in such activities through Seller or CIVCO, and (4%) that, notwithstanding the foregoing, such purchaser of Seller or CIVCO shall not be permitted to solicit with respect to the subject matter of an existing Contract of the outstanding shares Business. (b) The covenants and undertakings contained in this Section 5.3 relate to matters which are of capital stock a special, unique and extraordinary character and a violation of any corporation whose shares of the terms of this Section 5.3 will cause irreparable injury to the parties, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 5.3. The rights and remedies provided by this Section 5.3 are publicly traded; and, for a period of twelve (12) months following the date upon cumulative and in addition to any other rights and remedies which Employee ceases being an employee, solicit, induce, recruit, Purchaser may have hereunder or participate at law or in soliciting any individual who is employed by the Company. b. equity. In the event the Employee fails that Purchaser were to comply with seek damages for any provisions hereinbreach of this Section 5.3, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers portion of the Employer. Should Employee desire consideration delivered to pursue an employment opportunity with any customer of Seller hereunder which is attributed by the Employer, written consent of parties to the Employer must be obtained. Such consent foregoing covenant shall not be unreasonably withheldconsidered a measure of or limit on such damages. c. Employee hereby acknowledges (c) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that the geographic boundariesa specified time period, scope of prohibited activities and the time duration of the provisions a specified geographical area, a specified business limitation or any other relevant feature of this Section 6 are reasonable 5.3 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and are no broader than are necessary to protect not against public policy may be enforced against the legitimate business interests of the Companyapplicable party.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and Employee, Employee, for his/her or himself/herself and for or on behalf of any person or business entity in the any state in which the Company does business during Employee's employment (the "Non-Compete Jurisdiction"a) engage in any of the following activities: a. Upon the Employee's termination of employment with the Employer (voluntary or involuntary) and for For a period of 12 eighteen (18) months thereafterfrom the Closing Date, said Employee shall not none of (ix) solicit Parent or its Subsidiaries (including through any of their respective officers, directors or employees), on the one hand, or (y) Purchaser (acting through its corporate head office function) or its Mission Systems Subsidiaries and business from units (including the Transferred Entities) (including through any customers of their respective officers, directors or accounts employees), on the other hand, shall, without the prior consent of the Employer. The Employee other party (it being understood that for purposes of this Section 5.16, such prior written consent may be communicated directly between the Senior Vice President of Human Resources and Organization of Parent and the Senior Vice President of Human Resources of Purchaser, who shall not assist any third parties act in soliciting good faith, and reasonably, in considering and responding to requests from the business of any customers or accounts of the Employer; and, (iiother under this Section 5.16) directly or indirectly, on his/her own behalf solicit for employment or on behalf of any other person or entity, hire (whether as an owner, director, officer, partner, employee, agent or consultant, for pay consultant or otherwise, render services to or engage with ) any person or entity Restricted Employee of the other party (or on Employee's own behalf, if the Employee is self-employed) that is engaged in the same business of the Company, nor shall Employee become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employee, trustee, consultant, contractor or in any other relationship or capacityits Subsidiaries); provided, however, that nothing contained in this paragraph neither party nor its Subsidiaries shall be deemed precluded from soliciting or hiring, or taking any other action with respect to prohibit any such Restricted Employee from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares other party (or its Subsidiaries) (i) whose employment with such other party or its Affiliates (including, in the case of capital stock Purchaser, a Transferred Entity) was (A) terminated other than for cause by such other party or such other party’s Affiliate, or, in the case of any corporation whose shares are publicly traded; andRestricted Employee who is a Business Employee, for terminated in a period Qualifying Termination, in each case, prior to commencement of twelve employment discussions between such restricted soliciting party or its Subsidiaries (12or any of their officers, directors or employees) and such Person, or (B) terminated voluntarily by the resignation of such Person (other than, in the case of a Restricted Employee who is a Business Employee, a Qualifying Termination), more than six (6) months following prior to the commencement of employment discussions between such restricted soliciting party or its Subsidiaries (or any of their officers, directors or employees) and such Person, or (ii) who responds to general or public solicitation not targeted at employees of such other party or any of its Affiliates, including (in the case of Purchaser) the Transferred Entities, including by a bona fide search firm. “Restricted Employee” shall mean, (1) with respect to the restrictions on Purchaser (acting through its corporate head office function) and its Mission Systems Subsidiaries and business units (including the Transferred Entities), an employee of the P&W, UTAS or UTRC divisions of Parent or the corporate office of Parent who is classified by Parent or its Subsidiaries as level 1, 2, 3, 4 or 5 as of the date upon which hereof or as of the Closing Date, and (2) with respect to the restrictions on Parent and its Subsidiaries, a Business Employee ceases being an employee, solicit, induce, recruit, or participate in soliciting any individual who is employed classified by Parent or its Subsidiaries (including the Company. b. In the event the Employee fails to comply with any provisions hereinTransferred Entities) as level 1, the Employee hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee 2, 3, 4 or any third party being assisted by said Employee in soliciting business (other than employment) from any accounts or customers 5 as of the Employer. Should Employee desire to pursue an employment opportunity with any customer date hereof or as of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheldClosing Date. c. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.

Non-Solicitation/Non-Compete. In consideration of the numerous mutual promises contained herein between the Company and EmployeeExecutive, EmployeeExecutive, for his/her his or himself/herself himself and for or on behalf of any person or business entity in the state of Colorado, New Mexico, or any state in which the Company does business during Employee's employment United States that the company derives more than 5% of its revenue (the "“Non-Compete Jurisdiction"”) engage in any of the following activities: a. Upon the EmployeeExecutive's termination of employment with the Employer (voluntary or involuntary) and for a period of 12 months thereafter, said Employee Executive shall not (i) solicit any business from any customers or accounts of the Employer. The Employee Executive shall not assist any third parties in soliciting the business of any customers or accounts of the Employer; and, (ii) and directly or indirectly, on his/her own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employeeExecutive, agent or consultant, for pay or otherwise, render services to or engage with any person or entity (or on Employee's Executive’s own behalf, if the Employee Executive is self-employed) that is engaged in the same a business of which the CompanyCompany derives more than 5% of its business, nor shall Employee Executive become interested in any such business, directly or indirectly, as an individual, partner, shareholder, member, manager, director, officer, principal, agent, employeeExecutive, trustee, consultant, contractor or in any other relationship or capacity; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Employee Executive from acquiring, solely as an investment, up to four percent (4%) of the outstanding shares of capital stock of any corporation whose shares are publicly traded; and, for a period of twelve (12) months following the date upon which Employee Executive ceases being an employeeExecutive, solicit, induce, recruit, or participate in soliciting any individual who is employed by the Company. b. In the event the Employee Executive fails to comply with any provisions herein, the Employee Executive hereby authorizes the Employer to obtain a Restraining Order which would restrain and enjoin the Employee Executive or any third party being assisted by said Employee Executive in soliciting business (other than employment) from any accounts or customers of the Employer. Should Employee Executive desire to pursue an employment opportunity with any customer of the Employer, written consent of the Employer must be obtained. Such consent shall not be unreasonably withheld. c. Employee Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 11 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.