Common use of Not to Compete Clause in Contracts

Not to Compete. The Employee acknowledges and recognizes the highly competitive nature of the Company's Business and the goodwill, continued patronage, and specifically the names and addresses of the Company's Clients and the Company's Sources (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money and effort. Accordingly, in consideration of the execution of this Agreement, the Employee agrees to the following: i. That during the Restricted Period (as hereinafter defined) and within the Restricted Area (as hereinafter defined), the Employee will not, individually or in conjunction with others, directly or indirectly, engage in any Business Activities (as hereinafter defined), whether as an officer, director, proprietor, employer, partner, independent contractor, investor (other than as a holder solely as an investment of less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or otherwise. ii. That during the Restricted Period and within the Restricted Area, the Employee will not, directly or indirectly, compete with the Company by soliciting, inducing or influencing any of the Company's Clients which have a business relationship with the Company at the time during the Restricted Period to discontinue or reduce the extent of such relationship with the Company. iii. That during the Restricted Period and within the Restricted Area, the Employee will not (A) directly or indirectly recruit, solicit or otherwise influence any employee or agent of the Company to discontinue such employment or agency relationship with the Company, or (B) employ or seek to employ, or cause or permit any business which competes directly or indirectly with the Business Activities of the Company (the "Competitive Business") to employ or seek to employ for any Competitive Business employs or seeks to employ such person) employed by the Company. iv. That during the Restricted Period the Employee will not interfere with, or disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company and any supplier, customer, employee or agent of the Company.

Not to Compete. The Employee Executive hereby recognizes and acknowledges that: (a) in his executive capacity with Company he will be given knowledge of, and recognizes access to, the highly competitive nature Confidential Information (as described in Section 12); (b) in the event that Executive was to enter into competition with Company, Executive's knowledge of the such Confidential Information would be of invaluable benefit to a competitor of Company, and could cause irreparable harm to Company's Business business interests; and (c) Executive's consent and agreement to enter into the goodwillnoncompetition provisions and covenants set forth herein is an integral condition of this Agreement, continued patronagewithout which Company would not have agreed to provide Confidential Information to Executive nor to his compensation, benefits, and specifically the names and addresses other terms of the Company's Clients and the Company's Sources (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money and effortthis Agreement. Accordingly, in consideration for his employment, compensation, benefits, access to and entrustment of Confidential Information, and the goodwill, training and experience provided to Executive during his Employment Period, Executive hereby covenants, consents and agrees (regardless of whether or not there has been a Change in Control as defined in Section 6(f)) that during the Employment Period, and for a period of one (1) year after his employment is terminated for any reason except (i) termination by the Company without Cause (as defined in Section 6(f)) or termination by Executive for Good Reason (as defined in Section 6(f)) or (ii) termination of employment after expiration of the execution Term of Employment due to non- renewal of this AgreementAgreement by the Company pursuant to Section 4, the Employee agrees to the following: i. That during the Restricted Period (as hereinafter defined) and within the Restricted Area (as hereinafter defined), the Employee will Executive shall not, individually directly or indirectly, acting alone or in conjunction with others, directly for his own account or indirectlyfor the account of others, engage in any Business Activities (as hereinafter defined)including, whether without limitation, as an officer, director, proprietorstockholder, employerowner, partner, independent contractorjoint venturer, investor (other than as a holder solely as an investment of less than one percent (1%) of the outstanding capital stock of a publicly traded corporation)employee, promoter, consultant, advisoragent, agent representative, or otherwise.: ii. That during the Restricted Period and (a) Solicit, canvass, or accept any fees or business from any customer of Company for himself or any other person or entity engaged in a "Similar Business to Company" (as defined below); (b) Engage or participate in any Similar Business to Company within the Restricted Areaentire continental United States (referred to herein as the "RESTRICTED AREA"); (c) Request or advise any service provider, the Employee will notsupplier, directly or indirectlycustomer to reduce or cancel any business that it may transact with Company or any of its affiliated entities; (d) Solicit, compete with induce, or otherwise attempt to influence any employee of the Company by soliciting, inducing or influencing any of the Company's Clients which have a business its affiliated entities, to terminate his or her relationship with the Company at the time during the Restricted Period or any of its affiliated entities; or (e) Make any statement or perform any act intended to discontinue advance an interest of an existing or reduce the extent of such relationship with the Company. iii. That during the Restricted Period and within the Restricted Area, the Employee will not (A) directly or indirectly recruit, solicit or otherwise influence any employee or agent prospective competitor of the Company to discontinue such employment or agency relationship with any of its affiliated entities in any way that demonstrably injures the Companyreputation, goodwill or (B) employ any other business interest of Company or seek to employ, or cause or permit any business which competes directly or indirectly with the Business Activities of the Company (the "Competitive Business") to employ or seek to employ for any Competitive Business employs or seeks to employ such person) employed by the Companyits affiliated entities. iv. That during the Restricted Period the Employee will not interfere with, or disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company and any supplier, customer, employee or agent of the Company.