Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve one (121) months after year following the date on which the Executive’s employment hereunder is terminated for any reasonterminated, the Executive will not, either shall not directly or through others, indirectly (A) solicit or encourage or attempt to solicit or encourage induce any employee, independent contractor, or consultant of the Company Company’s employees, agents or independent contractors to terminate his or her end their relationship with the Company in order Company, (B) recruit, hire or otherwise induce any such person to become an employeeperform services for the Executive, consultant or independent contractor to or for any other person person, firm or entitycompany, or (C) solicit or intentionally interfere with the customer or client relationships of the Company.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve (12) months after termination of employment with the date Executive’s employment is terminated Company for any reason, Executive will not, either shall not directly or through others, indirectly solicit or encourage or attempt to solicit or encourage any employee, independent contractorhire, or consultant assist any other person in soliciting or hiring, any person employed by the Company (as of the Company date of Executive's termination) or any person who, as of the date of Executive's termination, was in the process of being recruited by the Company, or induce any such employee to terminate his or her relationship employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. Executive agrees that during the period of employment with the Company and for twelve (12) 12 months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

Non-Solicitation. The Executive agrees that that, during the 1 year period following a Qualified Termination or any other termination of the Executive’s employment, the Executive will not directly or indirectly solicit, attempt to hire, or hire any employee of the Company (or any person who may have been employed by the Company during the last year of the term of the Executive’s employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for Company), or actively assist in such hiring by any reasonother person or business entity or encourage, Executive will not, either directly or through others, solicit or encourage induce or attempt to solicit or encourage induce any employee, independent contractor, or consultant of the Company such employee to terminate his or her relationship employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve (12) months after one year following the date Executive’s employment hereunder is terminated for any reasonterminated, Executive will notshall not solicit or induce any of the Company’s employees, either directly agents or through othersindependent contractors to end their relationship with the Company, or recruit, solicit or encourage or attempt otherwise induce any such person to solicit or encourage any employee, independent contractorperform services for Executive, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person person, firm or entitycompany.

Non-Solicitation. Executive agrees agree that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

Non-Solicitation. Executive agrees that during the period of his employment with the Company and for twelve eighteen (1218) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity. This Section survives the termination of this Agreement.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve (12) 12 months after the date termination of Executive’s employment is terminated for any reasonemployment, Executive will not, either directly or through indirectly, either alone or in concert with others, solicit or encourage recruit or attempt to solicit recruit, directly or encourage indirectly, any employee, independent contractor, or consultant employee of the Company to terminate his or her relationship Employer Group for employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityorganization.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve two (122) months after years following the date on which the Executive’s 's employment hereunder is terminated for any reasonterminated, the Executive will not, either directly or through others, shall not solicit or encourage or attempt to solicit or encourage induce any employee, independent contractor, or consultant of the Company Company's employees, agents or independent contractors to terminate his or her end their relationship with the Company in order Company, or recruit, hire or otherwise induce any such person to become an employeeperform services for the Executive, consultant or independent contractor to or for any other person person, firm or entitycompany.

Non-Solicitation. 7.5.1 While Executive agrees that during is employed by or providing services to the Company, and for a period of employment with the Company and for twelve one (121) months year after the date Executive’s employment is terminated by the Company or Executive for any reason, Executive will not, either in any manner, directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant indirectly (without the prior written consent of the Company) Solicit anyone who is then an employee of the Company to terminate his (or her relationship with who was an employee of the Company in order within the prior twelve (12) months) to become an employee, consultant resign from the Company or independent contractor to apply for or for accept employment with any other person business or entityenterprise.

Non-Solicitation. Executive agrees that that, during the period of employment with the Company Term and for twelve until six (126) months after the date Executive’s employment is terminated for any reasontermination of his employment, Executive will not, either directly or through othersindirectly, including on behalf of any person, firm or other entity, employ or actively solicit or encourage or attempt to solicit or encourage for employment any employee, independent contractor, or consultant employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the one-year period prior to the termination of Executive’s employment, or induce any such employee to terminate his or her relationship employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityof its Affiliated Entities.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve (12) months after following the date termination of Executive’s employment is terminated for any reason, Executive will not, either directly or through othersindirectly, solicit in any capacity or encourage position, whether on his own behalf or attempt to solicit on behalf of or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship in conjunction with the Company in order to become an employee, consultant or independent contractor to or for any other person person, persons, company, partnership, corporation or business entity.:

Non-Solicitation. Executive agrees that during the that, for a period of one (1) year immediately following the end of Executive's employment with the Company, except acting on behalf of the Company and for twelve (12) months after during the date Executive’s employment is terminated for any reasonEmployment Term, Executive will shall not, either directly or through othersindirectly, solicit or encourage or attempt to solicit or encourage participate in the solicitation of any employee, independent contractor, employee or consultant of the Company to terminate his or materially alter his, her or its relationship with the Company in order or any Subsidiary. This restriction shall not apply to become an employee, consultant or independent contractor to or for any other person or entityExecutive's assistant.

Non-Solicitation. Executive agrees Until the date that during the period of employment with the Company and for is twelve (12) months after from the date of termination of the Executive’s employment is terminated for any reasonwith the Company, the Executive will not, agrees and acknowledges that the Executive shall not either directly or through othersindirectly solicit, solicit or encourage or induce, attempt to solicit or encourage hire, recruit, encourage, take away, hire any employee, independent contractor, or consultant employee of the Company or cause an employee to terminate leave his or her relationship with employment either for the Company in order to become an employee, consultant or independent contractor to Executive or for any other person entity or entityperson. Upon any breach of this Section 9, all severance payments pursuant to this Agreement shall immediately cease.

Non-Solicitation. The Executive agrees that during for a twelve (12) month period following the period termination of his employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reasonreason (including the Executive's resignation), the Executive will shall not, either directly or through othersindirectly, hire or solicit or encourage or attempt to solicit any employee of the Company employed at the time of his termination, or encourage any employee, independent contractor, or consultant of the Company such employee to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityleave such employment.

Non-Solicitation. Executive agrees that during the period For six-months after termination of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, the Executive will not, either shall not directly or through others, indirectly solicit or encourage or attempt to solicit or encourage any employee, independent contractorfor hire, or consultant assist any other person in soliciting for hiring, any employee of the Company (as for the date of termination), or induce any such employee to terminate his or her relationship employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. Executive agrees that during the that, for a period of 12 months following the termination of Executive’s employment with (for any reason), Executive shall not (directly or indirectly) solicit or induce any Company employee to leave the Company’s employ, or to (directly or indirectly) hire or attempt to hire any person who was a Company and for employee within the twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entitymonth period preceding.

Non-Solicitation. Executive agrees that during the period of During Executive’s employment with the Company and for twelve (12) months after the date and, if Executive’s employment is terminated for any reasonreason whatsoever, whether by Executive or Company and whether with or without Cause or Good Reason, for a period of twenty four (24) months after the Termination Date, Executive agrees that Executive will not, either directly personally or through othersas an employee, solicit or encourage or attempt to solicit or encourage any employeeagent, director, officer, shareholder, associate, partner, manager, agent, advisor, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employeeproprietor, consultant or independent contractor to or for any other person or entity.otherwise:

Non-Solicitation. Executive agrees that that, during the Executive’s employment and for a period of employment with the Company and for twelve (12) months after the date termination of Executive’s employment is terminated for any reasonwith the Company, regardless of the reason and whether initiated by Executive will or the Company. Executive shall not, either for Executive’s own benefit or for the benefit of any third-party, directly or through othersindirectly, solicit or encourage or attempt to solicit or encourage in any capacity (as an employee, independent contractor, owner, partner or consultant otherwise) participate in any of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.following:

Non-Solicitation. The Executive agrees that during the for a period of employment with the Company and for twelve thirty-six (1236) months after following the date Executive’s termination of employment is terminated for any reasonreason (other than death), the Executive will notshall not (i) solicit, either directly or through others, solicit or encourage or attempt take any other action that is intended to solicit or encourage induce any employee, independent contractor, or consultant other employee of the Company to terminate his or her relationship employment with the Company, or (ii) interfere in any manner with the contractual or employment relationship between the Company in order to become an employee, consultant or independent contractor to or for and any other person or entitysuch employee of the Company. The foregoing shall not prohibit any entity with which the Executive may be affiliated from hiring a former employee of the Company.

Non-Solicitation. Executive agrees that during for the one year period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reasonends, Executive will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, solicit solicit, induce, encourage, or encourage participate in soliciting, inducing or attempt to solicit or encourage encouraging any employee, independent contractorconsultant, or consultant independent contractor of the Company to terminate his his, her or her its relationship with the Company in order to become an employeeor its affiliates, consultant even if Executive did not initiate the discussion or independent contractor to or for any other person or entityseek out the contact.

Non-Solicitation. Executive agrees that during the that, for a period of one (1) year immediately following the end of Executive’s employment with the Company, except acting on behalf of the Company and for twelve (12) months after during the date Executive’s employment is terminated for any reasonEmployment Term, Executive will shall not, either directly or through othersindirectly, solicit or encourage or attempt to solicit or encourage participate in the solicitation of any employee, independent contractor, employee or consultant of the Company to terminate his or materially alter his, her or its relationship with the Company in order or any Subsidiary. This restriction shall not apply to become an employee, consultant or independent contractor to or for any other person or entityExecutive’s assistant.

Non-Solicitation. Executive agrees that during Until the period of employment with the Company and for date twelve (12) months after the date termination of Executive’s employment is terminated with the Company for any reason, Executive will agrees to not, either directly or through othersindirectly, solicit or encourage or solicit, induce, attempt to solicit or encourage any employeehire, independent contractorrecruit, encourage, take away, or consultant hire any employee of the Company (or any Affiliate of the Company) or any individual that has been an employee of the Company (or any Affiliate of the Company) during the 6-month period prior to terminate Executive’s termination of employment hereunder or cause any such employee or former employee to leave his or her relationship with the Company in order to become an employee, consultant or independent contractor to employment either for Executive or for any other person entity or entityperson.

Non-Solicitation. Executive agrees that during During the period of employment with the Company and for twelve (12) months after the date termination of Executive’s employment is terminated with the Company for any reason, Executive agrees and acknowledges that Executive will not, not either directly or through othersindirectly solicit, solicit or encourage or induce, attempt to solicit or encourage hire, recruit, encourage, take away, hire any employee, independent contractor, or consultant employee of the Company or cause an employee to terminate leave his or her relationship with the Company in order to become an employee, consultant or independent contractor to employment either for Executive or for any other person entity or entityperson.

Non-Solicitation. Executive agrees that during for the one year period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reasonends, Executive will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, solicit solicit, induce, encourage, or encourage participate in soliciting, inducing or attempt to solicit or encourage encouraging any employee, independent contractorconsultant, or consultant independent contractor of the Company to terminate his, his or her its relationship with the Company in order to become an employeeor its affiliates, consultant even if Executive did not initiate the discussion or independent contractor to or for any other person or entityseek out the contact.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve twenty-four (1224) months after the date Executive’s termination of employment is terminated for any reasonhereunder, Executive will not, either directly or through others, solicit or encourage shall not hire or attempt to solicit hire any employee of the Corporation, assist in such hiring by any person or encourage any employee, independent contractor, or consultant of the Company employee to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCorporation.

Non-Solicitation. Executive agrees that during the period of During Executive’s employment with the Company or any Company subsidiary or affiliate and for twelve a period of twenty-four (1224) months after the date Executive’s termination of such employment is terminated (for any reason, whether voluntary or involuntary), Executive agrees that Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.:

Non-Solicitation. Executive agrees that during the For a period of employment with one (1) year after termination of the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, the Executive will not, either directly or through othersnot recruit, solicit or encourage induce, or attempt to recruit, solicit or encourage induce, any employee, independent contractor, or consultant employee of the Company to terminate his or her employment with, nor shall he otherwise interfere in the relationship with between the Company in order to become an and any such employee, consultant or independent contractor to or for any other person or entity.

Non-Solicitation. For so long as Executive agrees that during the period remains an Executive of employment with the Company and for a period of twelve (12) months after the date Executive’s termination of employment is terminated with Company for any reason, Executive will not, either shall not directly or through othersindirectly (as a principal, solicit shareholder, partner, director, officer, agent, Executive, consultant or encourage otherwise) induce or attempt to solicit or encourage influence any employeeExecutive, customer, independent contractor, or consultant supplier of the Company to terminate his employment or her any other relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. The Executive agrees that during the period of employment with the Company his employment, and for twelve a period of two (122) months after years following the effective date of the termination of the Executive’s employment is terminated for any reason, Executive he will not, either directly or through othersindirectly, solicit for himself or encourage for any third party, except as otherwise agreed to in writing by the Board, employ or attempt to solicit or encourage hire any employee, independent contractorother person who is then employed by the Company, or consultant of solicit, induce, recruit, or cause any other person who is then employed by the Company to terminate his his/her employment for the purpose of joining, associating, or her relationship becoming employed with the Company in order to become an employee, consultant or independent contractor to or for any other person business or entityactivity.

Non-Solicitation. Executive agrees that during the and acknowledges that, for a period of employment with the Company and for twelve (12) months after the date termination of Executive’s 's employment is terminated with the Company for any reason, Executive will shall not, either directly or through othersindirectly, solicit personally, or on behalf of or in conjunction with any person or firm, divert or take away any client or customer of the Company or solicit, induce, facilitate, recruit, encourage or attempt to solicit or encourage cause any employee, independent consultant, contractor, agent or consultant representative of the Company Company, to terminate his leave their employment or her relationship engagement with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityreason.

Non-Solicitation. Executive agrees that that, during the period of employment with the Company Term and for twelve (12) until 12 months after the date Executive’s employment is terminated for any reasontermination of his employment, Executive will not, either directly or through othersindirectly, including on behalf of any person, firm or other entity, employ or actively solicit or encourage or attempt to solicit or encourage for employment any employee, independent contractor, or consultant employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities, or induce any such employee to terminate his or her relationship his employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityof its Affiliated Entities.

Non-Solicitation. Executive further agrees that during the period he will not (i) solicit, induce, entice or attempt to entice any employee or contractor of employment with the Company and for who was an employee or contractor of the Company within the twelve (12) months after preceding the date of termination of the Executive’s employment is terminated for any reasonemployment, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her employment, contractual, or other relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. Executive agrees that during the For a period of five years after the termination of Executive's employment with the Company and for twelve (12) months after whether by the date Company with or without cause or by the Executive’s employment is terminated for any reason, Executive will not, either directly or through othersindirectly, solicit or encourage or attempt solicit, interfere with, hire, offer to solicit or encourage hire any employee, independent contractoremployee of the Company, or consultant seek to persuade or induce any employee of the Company to terminate discontinue his or her relationship employment with the Company in order to become an employeeemployed or associated with any business with which Executive is employed or associated with in capacity, consultant or independent contractor to or for any other person or entityincluding himself individually.

Non-Solicitation. Executive agrees that during the period of employment with the Company and for twelve (12) months after the date If Executive’s employment is terminated for any reason, whether by Executive or by Company, with or without cause, Executive agrees that he will not, either for a period of one (1) year after termination of employment, directly or through othersindirectly, solicit for himself or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant on behalf of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity, solicit, interfere with, accept business from or otherwise endeavor to entice away from the Company any employee of the Company or its Affiliates.

Non-Solicitation. Executive agrees that during During the period of employment with the Company and for twelve (12) months after the date termination of Executive’s 's employment is terminated with the Company for any reason, Executive agrees and acknowledges that Executive will not, not either directly or through othersindirectly solicit, solicit or encourage or induce, attempt to solicit or encourage hire, recruit, encourage, take away, hire any employee, independent contractor, or consultant employee of the Company or cause an employee to terminate leave his or her relationship with the Company in order to become an employee, consultant or independent contractor to employment either for Executive or for any other person entity or entityperson.

Non-Solicitation. Executive agrees that during During the period of employment with in which the Executive is employed by the Company and for twelve (12) months after one year following the date Executive’s employment is terminated for any reasonEmployment Termination Date, the Executive agrees that the Executive will not, either directly or through othersindirectly, for his benefit or for the benefit of any other person, firm or entity, solicit the employment or encourage or attempt to solicit or encourage any employee, independent contractorservices of, or hire, any person who was known to be employed by or was a known consultant of to the Company to terminate his or her relationship with its Affiliates upon the Company in order to become an employeeEmployment Termination Date, consultant or independent contractor to or for any other person or entitywithin six months prior thereto.

Non-Solicitation. For a 2 year period following the termination of Executive’s employment for any reason or without reason, Executive agrees that during shall not solicit or induce any person who was an Executive of the period Company or any of its subsidiaries on the date of Executive’s termination or within three months prior to leaving his or her employment with the Company and for twelve (12) months after the date Executive’s or any of its subsidiaries to leave their employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. For so long as Executive agrees that during the period remains an Executive of employment with the Company and for a period of twelve (12) months after the date Executive’s termination of employment is terminated with Company for any reason, Executive will not, either shall not directly or through othersindirectly (as a principal, solicit shareholder, partner, director, officer, agent, Executive, consultant or encourage otherwise) induce or attempt to solicit or encourage influence any employeeExecutive, customer, independent contractor, contractor or consultant supplier of the Company to terminate his employment or her any other relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. The Executive agrees that the Executive will not, during the period of Executive’s employment with the Company and for twelve (12) months after a period of two years following the date of the Executive’s voluntary or the Company’s involuntary termination of the Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company (the “Restrictive Period”), directly or indirectly solicit, or assist anyone else in order the solicitation of, any of the Company’s employees, or former employees who worked for the Company for the purpose of hiring them, engaging them as consultants, or inducing them to become an employee, consultant or independent contractor to or for any other person or entity.leave their employment with the

Non-Solicitation. Executive agrees Until the date that during is eighteen (18) months from the period date of termination of the Executive’s employment with the Company Company, the Executive agrees and for twelve (12) months after acknowledges that the date Executive’s employment is terminated for any reason, Executive will not, shall not either directly or through othersindirectly solicit, solicit or encourage or induce, attempt to solicit or encourage hire, recruit, encourage, take away, hire any employee, independent contractor, or consultant employee of the Company or cause an employee to terminate leave his or her relationship with employment either for the Company in order to become an employee, consultant or independent contractor to Executive or for any other person entity or entityperson. Upon any breach of this Section 9, all severance payments pursuant to this Agreement shall immediately cease.

Non-Solicitation. Executive agrees that during the period of his employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

Non-Solicitation. Executive agrees that during the period of employment with the Company and for twelve (12) months after the date If Executive’s employment is terminated for any reason, whether by Executive or by Company, with or without cause, Executive agrees that she will not, either for a period of one (1) year after termination of employment, directly or through othersindirectly, solicit for herself or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant on behalf of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity, solicit, interfere with, or otherwise endeavor to entice away from the Company any employee, consultant, agent or distributor of the Company or its Affiliates.

Non-Solicitation. Executive agrees that during will not induce or solicit, directly or indirectly, any employee of the period of Company or any Affiliate to terminate such employee’s employment with the Company and for twelve (12) months after the date or any Affiliate during Executive’s employment is terminated hereunder and for any reason, Executive will not, either directly a period of (i) 18 months following the termination of Executive’s employment with or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractorwithout Cause, or consultant of by Executive for Good Reason or (ii) 12 months for failure by the Company to terminate his or her relationship with the Company in order renew this Agreement prior to become an employee, consultant or independent contractor to or for any other person or entitya Change of Control.

Non-Solicitation. Executive agrees that during the period of During Executive’s employment with the Company and for a period of twelve (12) months after the date Executive’s termination of such employment is terminated (for any reason, whether voluntary or involuntary), Executive will agrees that Executive shall not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant except on behalf of the Company to terminate his and in the furtherance of Executive’s authorized duties hereunder, directly or her relationship with the Company in order to become an employeeindirectly, consultant individually or independent contractor to or for on behalf of any other person person, firm, corporation or other entity.:

Non-Solicitation. Executive agrees that during Until the period date twelve months after the termination of Executive's employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, agrees not to either directly or through othersindirectly soliciting, solicit or encourage or attempt inducing, attempting to solicit or encourage hire, recruiting, encouraging, taking away, hiring any employee, independent contractor, or consultant employee of the Company or causing an employee to terminate leave his or her relationship with the Company in order to become an employee, consultant or independent contractor to employment either for Executive or for any other person entity or entityperson.

Non-Solicitation. Executive agrees that that, during the Executive’s employment and for a period of employment with the Company and for twelve (12) months after the date termination of Executive’s employment is terminated for any reasonemployment, regardless of the reason and whether initiated by Executive or the Company, Executive will shall not, either for Executive’s own benefit or for the benefit of any third-party, directly or through othersindirectly, solicit or encourage or attempt to solicit or encourage in any capacity (as an employee, independent contractor, owner, partner or consultant otherwise) participate in any of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.following:

Non-Solicitation. Executive agrees that during During the period of Executive’s employment with the Company and for twelve two (122) months years after termination, the date Executive’s employment is terminated for any reason, Executive will agrees that he shall not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, consultant or independent contractor, or consultant contractor of the Company or its subsidiaries to terminate his or her relationship with the Company (or the applicable subsidiary) in order to become an employee, consultant or independent contractor to or for any other person or business entity. The Executive shall refrain either directly or indirectly from approaching or attempting to solicit any business of the Company.

Non-Solicitation. Executive agrees that during will not induce or solicit, directly or ---------------- indirectly, any employee of the period of Company or any Affiliate to terminate such employee's employment with the Company or any Affiliate during Executive's employment hereunder and for twelve (12) a period of 24 months after following the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt termination of this Agreement as it may be extended from time to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entitytime.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve one (121) months after year following the date on which the Executive’s 's employment hereunder is terminated for any reasonterminated, the Executive will not, either directly or through others, shall not solicit or encourage or attempt to solicit or encourage induce any employee, independent contractor, or consultant of the Company Company's employees, agents or independent contractors to terminate his or her end their relationship with the Company in order Company, or recruit, hire or otherwise induce any such person to become an employeeperform services for the Executive, consultant or independent contractor to or for any other person person, firm or entitycompany.

Non-Solicitation. Executive agrees that during the period of During Executive's employment with the Company and for twelve a period of six (126) months after the date Executive’s employment is terminated following termination for any reason, Executive will shall not, either directly or through othersindirectly, solicit or encourage business from, divert business from, or attempt to solicit convert to other methods of using the same or encourage similar products or services as provided by Company, any employeeclient, independent contractor, account or consultant location of the Company to terminate with which Executive has had any contact as a result of his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityengagement by Company.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve (12) months two years after the date termination of Executive’s employment is terminated for any reason's employment, Executive will notnot solicit, either directly or through othersassist another person to solicit, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, supplier or consultant of other person having business relations with the Company to terminate his such employee's employment or her terminate or curtail such supplier's or other person's business relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. Executive agrees that during the for a period of employment with the Company and for twelve (12) months after immediately following the date Executive’s employment is terminated for any reasontermination of his employment, Executive will not, shall not either directly or through othersindirectly solicit, solicit induce, recruit or encourage any of the Company's employees to leave their employment, or take away such employees, or attempt to solicit solicit, induce, recruit, encourage, take away or encourage any employee, independent contractor, or consultant hire employees of the Company to terminate his Company, either for him or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

Non-Solicitation. Executive further agrees that during the Employment Period and for a period of employment with the Company and for twelve (12) months one year after the date Executive’s employment is terminated for any reasonterminated, Executive will not, either not directly or through othersindirectly solicit, solicit or encourage or attempt to solicit induce, or encourage any employee, independent contractorconsultant, agent, customer, vendor, or consultant of other parties doing business with the Company to terminate his their employment, agency, or her other relationship with the Company in order or to become an employee, consultant render services for or independent contractor to or transfer their business from the Company and Executive will not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other person individual or entity.entity.1

Non-Solicitation. Executive agrees that during a) In the period of event Executive’s employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will shall not, either directly or through othersfor a one year period following such termination, solicit or encourage be permitted to solicit, induce, or attempt to solicit persuade any employees or encourage any employeeconsultants of the Company, independent contractorwho at the time of such termination (or within ninety days prior thereto) were employed by, or consultant of provided consulting services to, the Company Company, to terminate his or her their relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityand work with Executive elsewhere.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve twenty-four (1224) months after the date Executive’s termination of employment is terminated for any reasonhereunder, Executive will not, either directly or through others, solicit or encourage shall not hire or attempt to solicit hire any employee of the Corporation, assist in such hiring by any person or encourage any employee, independent contractor, or consultant of the Company employee to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCorporation.

Non-Solicitation. Executive agrees that that, during the period of employment with the Company Term and for until twelve (12) months after the date Executive’s employment is terminated for any reasontermination of his employment, Executive will not, either directly or through othersindirectly, including on behalf of any person, firm or other entity, actively solicit or encourage or attempt to solicit or encourage for employment any employee, independent contractor, or consultant employee of the Company or any of its Affiliated Entities, , or induce any such employee to terminate his or her relationship employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityof its Affiliated Entities.

Non-Solicitation. Executive agrees that during During the period term of employment Executive’s service with the Company and for a period of twelve (12) months after the date Executive’s employment is terminated termination of employment, for any reason, Executive will not, either directly or through othersindirectly, including personally or in any business in which Executive is an employee, officer, director, shareholder, consultant or contractor, for any purpose or in any place, solicit or encourage or attempt endeavor to solicit or encourage or cause others to solicit or encourage any employee, independent contractor, or consultant employees of the Company or of the Company’s Affiliates to terminate his or her relationship their employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entitywith the Company’s Affiliates as applicable.

Non-Solicitation. Executive agrees that At all times during the period of Executive’s employment with the Company Company, and for twelve (the 12) months after the date -month period that starts on Executive’s employment is terminated for any reasonTermination Date, Executive will shall not, either directly or through othersindirectly, on Executive’s own behalf or on behalf of any other person, firm, corporation or other entity (i) solicit or encourage or attempt to solicit or encourage any employee, independent contractoraccount that was a client of the Company while Executive was employed by the Company, or consultant (ii) induce any employee of the Company to terminate his or her relationship employment with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. In addition, the Executive hereby agrees that during the Employment Period, and for a period of one (1) year thereafter, regardless of the reason or circumstances of Termination of employment with the Company and for twelve (12) months after Company, the date Executive’s employment is terminated for any reason, Executive will not, either directly or through othersindirectly, solicit or encourage or attempt to solicit away from Company any of its officers or encourage employees or offer employment to any employeeperson who, independent contractorat any time during the six (6) months immediately preceding the Date of Termination, is or consultant was an officer or employee of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityCompany.

Non-Solicitation. Executive agrees that during During the period of Executive’s employment with the Company and for twelve two (122) months years after termination, the date Executive’s employment is terminated for any reason, Executive will agrees that he shall not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, consultant or independent contractor, or consultant contractor of the Company or its subsidiaries to terminate his or her relationship with the Company (or the applicable subsidiary) in order to become an employee, consultant or independent contractor to or for any other person or entity.12. EXECUTION VERSION

Non-Solicitation. Executive agrees that during the period of employment with the Company and for twelve (12) 12 months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.or

Non-Solicitation. Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s 's employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

Non-Solicitation. Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.to

Non-Solicitation. Executive agrees that that, during the Executive’s employment and for a period of employment with the Company and for twelve (12) months after the date termination of Executive’s employment is terminated for any reasonwith the Company, regardless of the reason and whether initiated by Executive or the Company, Executive will shall not, either for Executive’s own benefit or for the benefit of any third-party, directly or through othersindirectly, solicit or encourage or attempt to solicit or encourage in any capacity (as an employee, independent contractor, owner, partner or consultant otherwise) participate in any of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.following:

Non-Solicitation. Executive agrees that during During the period of Executive’s employment with the Company and for twelve twenty-four (1224) months after the date Executive’s employment is terminated with the Company terminates for any reason, the Executive will not, either directly or through othersindirectly, solicit solicit, encourage or encourage assist or attempt to solicit solicit, encourage or encourage assist (either in his or her own name or on behalf of any employeeother party) any person who, independent contractorwithin a period of one year preceding the termination of the Executive’s employment with the Company, is a customer, supplier, agent, employee or consultant of the Company Group, to terminate his or her its relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entityGroup.

Non-Solicitation. Executive agrees that during the For a period of employment with the Company and for twelve (12) months after following the date termination of Executive’s 's employment is terminated for any reason, Executive will not, either directly or through othersindirectly, solicit in any capacity or encourage position, whether on his own behalf or attempt to solicit on behalf of or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship in conjunction with the Company in order to become an employee, consultant or independent contractor to or for any other person person, persons, company, partnership, corporation or business entity.:

Non-Solicitation. Without limiting the foregoing, Executive agrees that agrees, during the and for a period of 12 months after the end of any termination of his employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reasonCompany, Executive will not, either not to directly or through othersindirectly solicit, solicit induce, recruit, or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit solicit, induce, recruit, encourage or encourage any employee, independent contractor, or consultant take away employees of the Company to terminate his or her relationship with the Company in order to become an employeeCompany, consultant or independent contractor to either for Executive or for any other person or entity.

Non-Solicitation. Executive agrees that during the For a period of one year after termination of Executive's employment, Executive will not induce or attempt to induce, directly or indirectly, any employee of the Company to discontinue his or her employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reasonpurpose, nor will Executive will not, either directly or through others, solicit or encourage interfere with or attempt to solicit interfere with, directly or encourage indirectly, any employee, independent contractor, or consultant of relationship in any way between the Company to terminate his or her relationship with the Company in order to become an employeeand its franchisees, consultant or independent contractor to or prospective franchisees, and suppliers for any other person or entity.purpose. Employment Agreement

Non-Solicitation. Executive agrees that during During Executive’s employment, and for the period longer of twelve months or the Severance Pay Period, if applicable, following the termination of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through othersindirectly, solicit or encourage or attempt to solicit or encourage any employeecall on, independent contractorsolicit, encourage, or consultant induce any other employee or officer of the Company or its affiliates with whom Executive had contact with, knowledge of, or association with in the course of employment with the Company, to terminate his the individual’s employment or her relationship affiliation with the Company in order to become an employeeCompany, consultant or independent contractor to or for and will not assist any other person or entityentity in such a solicitation.

Non-Solicitation. The Executive agrees that during the for a period of employment with the Company and for twelve thirty-six (1236) months after following the date Executive’s 's termination of employment is terminated for any reasonreason (other than death), the Executive will notshall not (i) solicit, either directly or through others, solicit or encourage or attempt take any other action that is intended to solicit or encourage induce any employee, independent contractor, or consultant other employee of the Company to terminate his or her relationship employment with the Company, or (ii) interfere in any manner with the contractual or employment relationship between the Company in order to become an employee, consultant or independent contractor to or for and any other person or entitysuch employee of the Company. The foregoing shall not prohibit any entity with which the Executive may be affiliated from hiring a former employee of the Company.