Common use of Activities During the Term Clause in Contracts

Activities During the Term. (i) In addition to the obligations identified in Section 7a., except with the prior written consent of the Board, the Executive will not during the Term undertake or engage in any other employment or occupation except as permitted by Section 11a. This provision shall not be deemed to preclude the Executive’s participation or membership in professional societies, service on the board of similar governing body of any not for profit organization, lecturing or the acceptance of honorary positions that are in any case incident to his employment by the Company, which are not adverse or antagonistic to or competitive with the Company or its subsidiaries or affiliates, their business or prospects, financial or otherwise and are consistent with the Executive’s obligations regarding the confidential, proprietary and trade secret information of the Company and its subsidiaries and affiliates as provided in Section 11a. (ii) Except as permitted by Section 11a. or Section 7a., the Executive will not assume or participate in, directly or indirectly, any position or interest adverse or antagonistic to the Company or its subsidiaries or affiliates, their business or prospects, financial or otherwise, or take any action towards any of the foregoing. (iii) Without limiting the scope or effect of the provisions of clauses (i) and (ii) immediately above, during the Term, except on behalf of the Company or its subsidiaries or its affiliates, the Executive will not, directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative or otherwise, become or be interested in any other person, corporation, firm, partnership or other entity whatsoever that directly competes with the Company or its subsidiaries or affiliates, in any part of the world, in any line of business engaged in (or planned to be engaged in) by the Company or its subsidiaries or affiliates (or any successor to their business). Section 11a.(ii) or (iii) shall not prohibit the Executive from owning (i) as a passive investor only, an aggregate of not more than one (1) percent of the total stock or equity interests of such company or partnership, or (ii) stock or equity interests of such company or partnership held through a mutual fund or other similar investment vehicle over which neither the Executive nor his affiliates has any investment discretion or control. (iv) (A) Except as may be required by law, or except to the extent of the Executive’s duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its affiliates which was acquired by or disclosed to the Executive during the course of the Executive’s employment with the Company (“Confidential Information”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity.

Activities During the Term. (i) In addition The following provisions apply to the obligations identified in Section 7aConsultant during the Term., except (a) Except with the prior written consent of the Board, the Executive Consultant will not during the Term undertake or engage in any other employment or occupation except as permitted by Section 11athis Section. This provision shall not be deemed to preclude the ExecutiveConsultant’s participation or membership in professional societies, service on the board of similar governing body of any not for profit organization, lecturing or the acceptance of honorary positions that are in any case incident to his employment by the Company, which are not adverse or antagonistic to or competitive with the Company or its subsidiaries or affiliates, their business or prospects, financial or otherwise and are consistent with the ExecutiveConsultant’s obligations regarding the confidential, proprietary and trade secret information of the Company and its subsidiaries and affiliates as provided in Section 11athis Section. (iib) Except as permitted by Section 11a. or Section 7a.this Section, the Executive Consultant will not assume or participate in, directly or indirectly, any position or interest adverse or antagonistic to the Company or its subsidiaries or affiliates, their business or prospects, financial or otherwise, or take any action towards any of the foregoing. (iiic) Without limiting the scope or effect of the provisions of clauses (ia) and (iib) immediately above, during the Term, except on behalf of the Company or its subsidiaries or its affiliates, the Executive Consultant will not, directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative or otherwise, become or be interested in any other person, corporation, firm, partnership or other entity whatsoever that directly competes with the Company or its subsidiaries or affiliates, in any part of the world, in any line of business engaged in (or planned to be engaged in) by the Company or its subsidiaries or affiliates (or any successor to their business). This Section 11a.(ii) or (iii) shall not prohibit the Executive Consultant from owning (i) as a passive investor only, an aggregate of not more than one (1) percent of the total stock or equity interests of such company or partnership, or (ii) stock or equity interests of such company or partnership held through a mutual fund or other similar investment vehicle over which neither the Executive Consultant nor his affiliates has any investment discretion or control. (iv) (Ad) Except as may be required by law, or except to the extent of the ExecutiveConsultant’s duties and responsibilities hereunder, the Executive Consultant will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its affiliates which was acquired by by, or disclosed to to, the Executive Consultant during the course of the ExecutiveConsultant’s employment with the Company (“Confidential Information”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (e) At the end of the Term (whether by expiration or termination) or at the Company’s earlier request, the Consultant will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its affiliates obtained by the Consultant during the course of his employment with the Company and not keep any copies thereof. (f) The Consultant acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Consultant, in whole or in part, or conceived by the Consultant either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Consultant’s termination of employment, are owned by the Company (“Company IP”). The Consultant assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company’s expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Consultant and the Consultant will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service e marks will at all times be the property of the Company and its affiliates. The Consultant promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its affiliates the benefits of, any Company IP. (g) To the extent that any court or agency seeks to require the Consultant to disclose Confidential Information, the Consultant promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Consultant obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, the Consultant will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (h) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section will be construed so as to prevent the Consultant from using, in connection with his 483214094.10 employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally known to persons of his experience in other companies in the same industry. Subject to this Section, the Consultant will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.

Activities During the Term. (i) In addition to the obligations identified in Section 7a.3, except with the prior written consent of the Board, the Executive will not during the Term undertake or engage in any other employment or occupation except as permitted by Section 11a6(a). This provision shall not be deemed to preclude the Executive’s participation or membership in professional societies, securities, industry associations, service on the board of similar governing body of any not for not-for-profit organization, lecturing or the acceptance of honorary positions that are in any case incident to his employment by the Company, which are not adverse or antagonistic to or competitive with the Company or its subsidiaries or affiliates, their business or prospects, financial or otherwise and are consistent with the Executive’s obligations regarding the confidential, proprietary and trade secret information of the Company and its subsidiaries and affiliates as provided in Section 11a6(a). (ii) Except as permitted by Section 11a. 3 or this Section 7a.6, the Executive will not assume or participate in, directly or indirectly, any position or interest adverse or antagonistic to the Company or its subsidiaries or affiliates, their business or prospects, financial or otherwise, or take any action towards any of the foregoing. (iii) Without limiting the scope or effect of the provisions of clauses (i) and (ii) immediately above, during the Term, except on behalf of the Company or its subsidiaries or its affiliates, the Executive will not, directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative or otherwise, become or be interested in any other person, corporation, firm, partnership or other entity whatsoever that directly competes with the Company or its subsidiaries or affiliates, in any part of the world, in any line of business engaged in (or planned to be engaged in) by the Company or its subsidiaries or affiliates (or any successor to their business). Section 11a.(iiSections 6(a)(ii) or (iii) shall not prohibit the Executive from owning (i) as a passive investor only, an aggregate of not more than one (1) percent of the total stock or equity interests of such company or partnership, or (ii) stock or equity interests of such company or partnership held through a mutual fund or other similar investment vehicle over which neither the Executive nor his affiliates has any investment discretion or control. (iv) (A) Except as may be required by law, or except to the extent of the Executive’s duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its affiliates which was acquired by or disclosed to the Executive during the course of the Executive’s employment with the Company (“Confidential Information”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity.