Common use of Non-Solicitation of Clients Clause in Contracts

Non-Solicitation of Clients. (a) Team Member acknowledges and agrees that solely by reason of employment by the Company, Team Member has and will come into contact with a significant number of the Company’s clients and prospective clients, and will have access to Confidential Information and Trade Secrets (as defined in Section 4), including those regarding the Company’s clients, prospective clients and related information. (b) Consequently, Team Member covenants and agrees that in the event of separation from employment with the Company, whether such separation is voluntary or involuntary, Team Member will not, for a period of two (2) years following such separation, directly or indirectly: (i) Solicit clients of The Company for the purpose of selling or providing consulting services or projects, or selling products, of the type sold or provided by Team Member whileemployed by the Company; or (ii) induce clients or prospective clients or suppliers of the Company to terminate, cancel, or discontinue business with the Company, or (iii) perform or supervise the performance of consulting services or projects, or sell products, of the type sold or provided by Team Member while s/he was employed by the Company on behalf of any clients or prospective clients of the Company or its predecessor. This restriction shall apply only to those clients or prospective clients of the Company with whom Team Member had contact or about whom Team Member obtained Confidential Information or Trade Secrets during the last two (2) years of his employment with the Company. For the avoidance of doubt, the restriction set forth in this Section to those clients or prospective clients which were included among the assets purchased by the Company pursuant to a purchase agreement of even date herewith and with whom Team Member had contact or about whom Team Member obtained Confidential Information and Trade Secrets during the last two (2) years prior to the date hereof. For the purposes of this Section, the term "contact" means interaction between Team Member and the client which takes place to further the business relationship, or making (or assisting or supervising the making of) sales to or performing or providing (or assisting or supervising the performance or provision of) services, products or projects for the client or prospective client on behalf of the Company. For purposes of this Section, the term "contract" with respect to a "prospective" client also means interaction between Team Member and a potential client of the Company which takes place to obtain the business of the potential client on behalf of the Company. (c) The parties understand and agree that its relationships with its customers are a significant asset of the Company and that the maintenance of those relationships is a key component of the Company’s success and the continuing viability and growth of its business. The parties understand and agree that a violation of paragraph 1(b) of this agreement would cause irreparable harm to the Company and that the Company may seek to enjoin the violation or continued violation of paragraph 2(b). Further, the parties understand and agree that the damages that would be suffered by the Company as a consequence of the violation of paragraph 2(b) would be significant and ongoing but would be difficult to calculate with certainty. Therefore, in addition to the remedies provided herein and any other remedies available at law or in equity, the Company shall be entitled to liquidated damages in the amount of $5,000.00 for each incidence of conduct by Team Member in violation of paragraph 2(b).

Non-Solicitation of Clients. In Process (a) Team Member acknowledges and agrees that solely by reason of employment by the Company, Team Member has and will come into contact with a significant number of the Company’s clients and prospective clients, and will have access to Confidential Information and Trade Secrets (as defined in Section 4), including those regarding the Company’s clients, prospective clients and related information. (b) Consequently, Team Member covenants and agrees that in the event of separation from employment with the Company, whether such separation is voluntary or involuntary, Team Member will not, for a period of two (2) years following such separation, directly or indirectly: (i) Solicit clients of The Company for the purpose of selling or providing consulting services or projects, or selling products, of the type sold or provided by Team Member whileemployed by the Company; or (ii) induce clients or prospective clients or suppliers of the Company to terminate, cancel, or discontinue business with the Company, or (iii) perform or supervise the performance of consulting services or projects, or sell products, of the type sold or provided by Team Member while s/he was employed by the Company on behalf of any clients or prospective clients of the Company or its predecessor. This restriction shall apply only to those clients or prospective clients of the Company with whom Team Member had contact or about whom Team Member obtained Confidential Information or Trade Secrets during the last two (2) years of his employment with the Company. For the avoidance of doubt, the restriction set forth in this Section to those clients or prospective clients which were included among the assets purchased by the Company pursuant to a purchase agreement of even date herewith and with whom Team Member had contact or about whom Team Member obtained Confidential Information and Trade Secrets during the last two (2) years prior to the date hereof. For the purposes of this Section, the term "contact" means interaction between Team Member and the client which takes place to further the business relationship, or making (or assisting or supervising the making of) sales to or performing or providing (or assisting or supervising the performance or provision of) services, products or projects for the client or prospective client on behalf of the Company. For purposes of this Section, the term "contract" with respect to a "prospective" client also means interaction between Team Member and a potential client of the Company which takes place to obtain the business of the potential client on behalf of the Company. (c) The parties understand and agree that its relationships with its customers are a significant asset of the Company and that the maintenance of those relationships is a key component of the Company’s success and the continuing viability and growth of its business. The parties understand and agree that a violation of paragraph 1(b) of this agreement would cause irreparable harm to the Company and that the Company may seek to enjoin the violation or continued violation of paragraph 2(b). Further, the parties understand and agree that the damages that would be suffered by the Company as a consequence of the violation of paragraph 2(b) would be significant and ongoing but would be difficult to calculate with certainty. Therefore, in addition to the remedies provided herein and any other remedies available at law or in equity, the Company shall be entitled to liquidated damages in the amount of $5,000.00 for each incidence of conduct by Team Member in violation of paragraph 2(b).

Non-Solicitation of Clients. (a) Team Member Executive acknowledges and agrees that solely by reason of employment by the Company, Team Member Executive has and will come into contact with a significant number of the Company’s clients and prospective clients, clients and will have access to Confidential Information and Trade Secrets (as defined in Section 4)relating thereto, including those regarding the Company’s clients, prospective clients and related information. (b) Consequently, Team Member covenants and agrees that in during the event twelve (12) month period following the cessation of separation from Executive’s employment with the CompanyCompany or any subsidiary, whether such separation is voluntary voluntarily or involuntaryinvoluntarily and for any reason, Team Member will Executive shall not, for a period without the express written consent of two (2) years following such separationthe Chief Executive Officer of the Company, directly or indirectly: (i) Solicit solicit clients of The the Company for the purpose of selling or providing consulting products or services or projects, or selling products, of the type sold or provided by Team Member whileemployed Executive while employed by the Company; or (ii) induce clients or prospective clients or suppliers of the Company to terminate, cancel, not renew, or discontinue not place business with the Company, or ; (iii) perform or supervise the performance of consulting services or projects, or sell products, provision of products of the type sold or provided by Team Member Executive while s/he was employed by the Company on behalf of any clients or prospective clients of the Company Company; or its predecessor(iv) assist others to do the acts specified in Sections 3(b) (i)-(iii). This restriction shall apply only to those clients or prospective clients of the Company with whom Team Member Executive had contact or about whom Team Member obtained Confidential Information or Trade Secrets during the last two (2) years of his employment with the Company. For the avoidance of doubt, the restriction set forth in this Section to those clients or prospective clients which were included among the assets purchased by the Company pursuant to a purchase agreement of even date herewith and with whom Team Member had contact or about whom Team Member Executive obtained Confidential Information and Trade Secrets during the last two (2) years prior to of Executive’s employment with the date hereofCompany. For the purposes of this Section, the term "“contact" ” means interaction between Team Member Executive and the client which takes place to further the business relationship, or making (or assisting or supervising the making performance or provision of) sales to or performing or providing (or assisting or supervising the performance or provision of) services, services or products or projects for the client or prospective client on behalf of the Company. For purposes of this SectionSection 3, the term "contract" “contact” with respect to a "“prospective" ” client also means interaction between Team Member Executive and a potential client of the Company which takes place to obtain the business of the potential client on behalf of the Company. It shall not be a defense to a claim that this Section has been breached that Executive’s new employer or entity for which Executive is performing services has previously solicited or served the client. (c) The parties understand and agree that its relationships with its customers are a significant asset of the Company and that the maintenance of those relationships is a key component of the Company’s success and the continuing viability and growth of its business. The parties understand and agree that a violation of paragraph 1(b) of this agreement would cause irreparable harm to the Company and that the Company may seek to enjoin the violation or continued violation of paragraph 2(b). Further, the parties understand and agree that the damages that would be suffered by the Company as a consequence of the violation of paragraph 2(b) would be significant and ongoing but would be difficult to calculate with certainty. Therefore, in addition to the remedies provided herein and any other remedies available at law or in equity, the Company shall be entitled to liquidated damages in the amount of $5,000.00 for each incidence of conduct by Team Member in violation of paragraph 2(b).

Non-Solicitation of Clients. (a) Team Member Employee acknowledges and agrees that solely by reason of employment by the Company, Team Member Employee has and will come into contact with a significant number of the Company’s clients and prospective clients, and will have access to Confidential Information and Trade Secrets (as defined in Section 4), including those regarding the Company’s clients, prospective clients and related information. (b) Consequently, Team Member Employee covenants and agrees that in the event of separation from employment with the Company, whether such separation is voluntary or involuntary, Team Member Employee will not, for a period of two (2) years following such separation, directly or indirectly: (i) Solicit clients of The Company for the purpose of selling or providing consulting services consultingservices or projects, or selling products, of the type sold or provided by Team Member whileemployed Employee while employed by the Company; or (ii) induce clients or prospective clients or suppliers of the Company to terminate, cancel, or discontinue business with the Company, or (iii) perform or supervise the performance of consulting services or projects, or sell products, of the type sold or provided by Team Member Employee while s/he was employed by the Company on behalf of any clients or prospective clients of the t he Company or its predecessor. This restriction shall apply only to those clients or prospective clients of the Company with whom Team Member Employee had contact or about whom Team Member Employee obtained Confidential Information or Trade Secrets during the last two (2) years of his employment with the Company. For the avoidance of doubt, the restriction set forth in this Section to those clients or prospective clients which were included among the assets purchased by the Company pursuant to a purchase agreement of even date herewith and with whom Team Member Employee had contact or about whom Team Member Employee obtained Confidential Information and Trade Secrets during the last two (2) years prior to the date hereof. For the purposes of this Section, the term "contact" means interaction between Team Member Employee and the client which takes place to further the business relationship, or making (or assisting or supervising the making of) sales to or performing or providing (or assisting or supervising the performance or provision of) services, products or projects for the client or prospective client on behalf of the Company. For purposes of this Section, the term "contract" with respect to a "prospective" client also means interaction between Team Member Employee and a potential client of the Company which takes place to obtain the business of the potential client on behalf of the Company. (c) The parties understand and agree that its relationships with its customers are a significant asset of the Company and that the maintenance of those relationships is a key component of the Company’s success and the continuing viability and growth of its business. The parties understand and agree that a violation of paragraph 1(b) of this agreement would cause irreparable harm to the Company and that the Company may seek to enjoin the violation or continued violation of paragraph 2(b). Further, the parties understand and agree that the damages that would be suffered by the Company as a consequence of the violation of paragraph 2(b) would be significant and ongoing but would be difficult to calculate with certainty. Therefore, in addition to the remedies provided herein and any other remedies available at law or in equity, the Company shall be entitled to liquidated damages in the amount of $5,000.00 for each incidence of conduct by Team Member Employee in violation of paragraph 2(b).