Common use of Noncompetition Nonsolicitation and Confidentiality Clause in Contracts

Noncompetition Nonsolicitation and Confidentiality. (a) NONCOMPETITION. Each Shareholder acknowledges that it has extensive knowledge and a unique understanding of the business of the Company, has been directly involved with the establishment and continued development of the Company's customer relations and has had access to all of the proprietary and confidential information used in the business of the Company. Each Shareholder further acknowledges that if she or any of her Affiliates were to compete with the Company or Buyer in such business following the Closing, great harm would come to Buyer thereby destroying any value associated with the purchase of the Company and the goodwill of the Company. In furtherance of the sale of the Company Shares to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively protect the value of the Company so sold, each Shareholder covenants and agrees that, for a period beginning on the Closing Date and ending on the date which is three years after the date such Shareholder ceases to be employed by the Company, Buyer or an Affiliate of Buyer (the "Term"), such Shareholder shall not, and such Shareholder shall cause her Affiliates not to, directly or indirectly, as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere in or into the United States (the "Territory"), other than on behalf of and as an employee of the Company, the Buyer or an Affiliate of the Buyer. Notwithstanding the foregoing, nothing contained in this Section 8.1(a) shall prohibit a Shareholder or its respective Affiliates from (i) owning not more than an aggregate of one percent (1%) of any class of stock of any company which is listed on a national securities exchange or traded in the over-the-counter market and which is engaged in the Business, (ii) being employed in the human resources department of a company that is not engaged in the Business, (iii) acting as a consultant to the human resources department of a company that is not engaged in the Business, provided that such Shareholder is acting in her individual capacity and not in concert with other persons performing similar consulting services, whether pursuant to a business enterprise or otherwise, and provided, further, that such consulting services are not being rendered for the purpose of assisting the third party to engage in the Business, and (iv) being employed by or providing services to PaperFly Corporation (the "PaperFly"), provided that PaperFly does not engage in the Business. Each Shareholder acknowledges that the covenants contained in this ARTICLE VIII are essential conditions for Buyer entering into this Agreement without which Buyer would not have entered into this Agreement or have paid the consideration payable by it. Each Shareholder acknowledges that the restrictions set forth herein are reasonable, valid and necessary for the protection of the legitimate interest of Buyer and the Company.

Noncompetition Nonsolicitation and Confidentiality. (a) NONCOMPETITION. Each Shareholder Stockholder acknowledges that it he or she has extensive knowledge and a unique understanding of the business of the Company, has been directly involved with the establishment and continued development of the Company's its customer relations and has had access to all of the proprietary and confidential information used in the business of the Company. Each Shareholder Stockholder further acknowledges that if he or she has, or any of his or her Affiliates were were, to compete with Purchaser or the Company or Buyer in such business following the Closing, great harm would come to Buyer Purchaser and the Company, thereby destroying any value associated with the purchase Purchaser's acquisition of the Company Shares and the goodwill of the Company. In furtherance of the sale of the Company Shares to Buyer hereunder by virtue of the transactions contemplated hereby Sale and to more effectively protect the value of the Company so soldCompany, each Shareholder Stockholder covenants and agrees that, for a period beginning on the Closing Date and ending on the date which is three five years after the date such Shareholder ceases to be employed by the Company, Buyer or an Affiliate of Buyer thereafter (the "TermTERM"), such Shareholder Stockholder shall not, and such Shareholder shall cause his or her Affiliates not to, directly or indirectly, as a sole proprietor, employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, act, or own, operate, manage, control, engage in, invest in in, or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entityPerson), or otherwise assist any person or entity Person that engages in or owns, invests in, operates, manages or controls a Person which acts, as a market maker in any venture stock for which Purchaser or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere in or into the United States Company acts as a specialist (the "Territory"), other than on behalf of and as an employee of the Company, the Buyer or an Affiliate of the Buyer. Notwithstanding the foregoing, nothing contained in this Section 8.1(a) shall prohibit a Shareholder or its respective Affiliates from (i) owning not more than an aggregate of one percent (1%) of any class of stock of any company a successor by merger or acquisition if the stock for which Purchaser or the Company acts as specialist is listed on a national securities exchange or traded in the over-the-counter market and which is engaged in the Business, (ii) being employed in the human resources department of issued by a company that is not engaged the surviving publicly traded entity in such a transaction), except on behalf of Purchaser, the BusinessCompany or any of their respective Affiliates, (iii) acting unless Purchaser or the Company ceases to make a market in such stock voluntarily or as a consultant to the human resources department result of a company that is not engaged in the Business, provided that such Shareholder is acting in her individual capacity and not in concert with other persons performing similar consulting services, whether pursuant to a business enterprise or otherwise, and provided, further, that such consulting services are not being rendered for the purpose of assisting the third party to engage in the Business, and (iv) being employed by or providing services to PaperFly Corporation (the "PaperFly"), provided that PaperFly does not engage in the Business. Each Shareholder acknowledges that the covenants contained in this ARTICLE VIII are essential conditions for Buyer entering into this Agreement without which Buyer would not have entered into this Agreement or have paid the consideration payable by it. Each Shareholder acknowledges that the restrictions set forth herein are reasonable, valid and necessary for the protection of the legitimate interest of Buyer and the Companyregulatory action.

Noncompetition Nonsolicitation and Confidentiality. (a) NONCOMPETITION. Each Shareholder Beneficiary acknowledges that it has extensive knowledge and a unique understanding of the business of the Company, has been directly involved with the establishment and continued development of the Company's customer relations and has had access to all of the proprietary and confidential information used in the business of the Company. Each Shareholder Beneficiary further acknowledges that if she he or any of her his Affiliates were to compete with the Company or Buyer in such business Business following the Closing, great harm would might come to Buyer thereby destroying any value associated with the purchase of the Company and the goodwill of the Company. In furtherance of the sale of the Company Shares to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively protect the value of the Company so sold, each Shareholder Beneficiary covenants and agrees that, for a period beginning on the Closing Date and ending on the date which is three years after the date such Shareholder ceases to be employed by the Company, Buyer or an Affiliate of Buyer Closing Date (the "Term"), such Shareholder Beneficiary shall not, and such Shareholder Beneficiary shall cause her his Affiliates not to, directly or indirectly, as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere in or into the United States (the "Territory"), other than on behalf of and as an employee of the Company, the Buyer or an Affiliate of the Buyer. Notwithstanding the foregoing, nothing contained in this Section 8.1(a) shall prohibit a Shareholder such Beneficiary or its his or her respective Affiliates from (i) owning not more than an aggregate of one percent (1%) of any class of stock of any company whose primary activity is the Business which is listed on a national securities exchange or traded in the over-the-counter market and which is market. Buyer acknowledges that (i) the Beneficiaries own or control certain other business entities engaged in the Businessproviding services to real estate brokers and agents and home buyers and sellers, including without limitation Cross Country Home Services, Inc. and HMS National, Inc., and (ii) being employed in certain of the human resources department of a company that is business entities owned or controlled by the Beneficiaries, but which business entities are not engaged in the Business, (iii) acting as a consultant provide and perform change of address services that are ancillary to the human resources department business of a company that is not engaged in the Business, provided that such Shareholder is acting in her individual capacity entities and not in concert with other persons performing similar consulting services, whether pursuant to a business enterprise or otherwise, and provided, further, that such consulting services are not being rendered for the purpose primary business of assisting the third party to engage in the Business, and (iv) being employed by or providing services to PaperFly Corporation (the "PaperFly"), provided that PaperFly does not engage in the Businesssuch entities. Each Shareholder Beneficiary acknowledges that the covenants contained in this ARTICLE VIII are essential conditions for Buyer entering into this Agreement without which Buyer would not have entered into this Agreement or have paid the consideration payable by it. Each Shareholder Beneficiary acknowledges that the restrictions set forth herein are reasonable, valid and necessary for the protection of the legitimate interest of Buyer and the Company.

Noncompetition Nonsolicitation and Confidentiality. (a) NONCOMPETITION. Each Shareholder Owner acknowledges that it has extensive knowledge and a unique understanding of the business of the CompanyBusiness, has been directly involved with the establishment and continued development of the Company's customer client relations and has had access to all of the proprietary and confidential information used in the business of the CompanyBusiness. Each Shareholder Owner further acknowledges that if he or she or any of her Affiliates were to compete compete, directly or indirectly, with the Company or Buyer in such business the Business following the Closing, great harm would come to Buyer thereby destroying potentially decreasing any value associated with the purchase of the Company and the goodwill of the CompanyMembership Interests. In furtherance of the sale of the Company Shares Membership Interests to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively protect the value of the Company Membership Interests so sold, each Shareholder Owner covenants and agrees that, for a period beginning on the Closing Date and ending on the date which is three the later of two years after the Closing Date or six months after the date such Shareholder Owner ceases to be employed by the Company, Buyer or an Affiliate of Buyer (the "Term")for any reason, such Shareholder Owner shall not, and such Shareholder shall cause her Affiliates not to, directly or indirectly, as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere in or into the United States or the United Kingdom (the "Territory"), other than on behalf of and as an employee of the Company, the Buyer or an Affiliate of the Buyer. Notwithstanding the foregoing, nothing contained in this Section 8.1(aSECTION 8.1(A) shall prohibit a Shareholder any Owner from owning, directly or its respective Affiliates from (i) owning indirectly, not more than an aggregate of one percent (1%) of any class of stock of any company which is listed on a national securities exchange or traded in the over-the-counter market and which is engaged in the Business, (ii) being employed in the human resources department of a company that is not engaged in the Business, (iii) acting as a consultant to the human resources department of a company that is not engaged in the Business, provided that such Shareholder is acting in her individual capacity and not in concert with other persons performing similar consulting services, whether pursuant to a business enterprise or otherwise, and provided, further, that such consulting services are not being rendered for the purpose of assisting the third party to engage in the Business, and (iv) being employed by or providing services to PaperFly Corporation (the "PaperFly"), provided that PaperFly does not engage in the Businessmarket. Each Shareholder Owner acknowledges that the covenants contained in this ARTICLE VIII are essential conditions for Buyer entering into this Agreement without which Buyer would not have entered into this Agreement or have paid the consideration payable by it. Each Shareholder Owner acknowledges that the restrictions set forth herein are reasonable, valid and necessary for the protection of the legitimate interest of Buyer and the CompanyBuyer.