Common use of Nonsolicitation Clause in Contracts

Nonsolicitation. During the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer or any of their respective Subsidiaries to leave the employ of the Company, Employer or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

Nonsolicitation. During the Employment Period The Employee hereby covenants and also agrees that during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNoncompete Period, Executive he shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity: (i) canvass, solicit or accept from any Person who is a customer or licensor of the Parent or any of its Subsidiaries (any such Person is hereinafter referred to individually as a "Customer," and collectively as the "Customers") any business which in competition with the business of the Parent or any of its Subsidiaries or the successors or assigns of the Parent or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of the Parent or any of its Subsidiaries within two years preceding the date hereof or with the Parent or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of the Parent or any of their respective its Subsidiaries to leave the employ of the Company, Employer who currently have or any such Subsidiary, or in any way interfere have had business relationships with the relationship between Parent within two years preceding the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of date hereof or with the Company, Employer Parent or any of their respective its Subsidiaries within 180 days after such person ceased during the Noncompete Period, to be an employee withdraw, curtail or cancel any of its business or relations with the Company, Employer Parent or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer Parent or any of their respective its Subsidiaries to cease doing business terminate his relationship or breach any agreement with the Company, Employer Parent or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer Parent or any of their respective its Subsidiaries and with which at any time during the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a SeparationNoncompete Period.

Nonsolicitation. During the Employment Period and also (x) during the period commencing on the date of termination of Severance Period if the Employment Period and ending on is terminated by the first anniversary Company or Employer without Cause or by Executive with Good Reason, or (y) for a period of two years thereafter if the date of terminationEmployment Period is terminated by Executive, the Company or Employer for any other reason, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer or any of their respective Subsidiaries to leave the employ of the Company, Employer or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereofthereof (which restriction shall not preclude placing advertisements in trade publications or similar general solicitations for employment, so long as such advertisements or solicitations do not target any employee of the Company, Employer or their respective Subsidiaries), (ii) hire any person who was an employee of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer and any Subsidiary, in each case, if any such inducement, attempted inducement or interference would involve, use or rely upon any of the Company’s, Employer’s or any Subsidiary of their respective Subsidiaries’ trade secrets or other confidential information or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has conducted engaged in discussions regarding the acquisition of an interest in such business or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

Nonsolicitation. During the Employment Service Period and also during the for a period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationtwo years thereafter, Executive Purchaser shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer Solera, Inc. or any of their respective Subsidiaries to leave the employ of the Company, Employer Solera, Inc. or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer Solera, Inc. and any of their respective Subsidiaries and any employee thereofthereof (which restriction shall not preclude placing advertisements in trade publications or similar general solicitations for employment, so long as such advertisements or solicitations do not target any employee of the Company, Solera, Inc. or their respective Subsidiaries), (ii) hire any person who was an employee of the Company, Employer Solera, Inc. or any of their respective Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDEDSolera, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer Inc. or any of their respective Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer Solera, Inc. or any of their respective Subsidiaries to cease doing business with the Company, Employer Solera, Inc. or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer Solera, Inc. and any Subsidiary, in each case, if any such inducement, attempted inducement or interference would involve, use or rely upon any of the Company’s, Solera, Inc.’s or any Subsidiary of their respective Subsidiaries’ trade secrets or other confidential information or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer Solera, Inc. or any of their respective Subsidiaries and with which the Company, Employer Solera, Inc. and any of their respective Subsidiaries has conducted engaged in discussions regarding the acquisition of an interest in such business or has requested and received information relating to the acquisition of such business by the Company, Employer Solera, Inc. or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

Nonsolicitation. During the Employment Period The Employee hereby covenants and also agrees that during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNoncompete Period, Executive he shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity: (i) canvass, solicit or accept from any Person who is a customer or licensor of the Company or any of its Subsidiaries (any such Person is hereinafter referred to individually as a " Customer," and collectively as the "Customers") any business which in competition with the business of the Company or any of its Subsidiaries or the successors or assigns of the Company or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of the Company within two years preceding the date hereof or with the Company or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of the Company or any of their respective its Subsidiaries to leave the employ of the Company, Employer who currently have or any such Subsidiary, or in any way interfere have had business relationships with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Company within two years preceding the Company, Employer date hereof or with the Company or any of their respective its Subsidiaries within 180 days after such person ceased during the Noncompete Period, to be an employee withdraw, curtail or cancel any of its business or relations with the Company, Employer Company or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer Company or any of their respective its Subsidiaries to cease doing business terminate his relationship or breach any agreement with the Company, Employer Company or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer Company or any of their respective its Subsidiaries and with which at any time during the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a SeparationNoncompete Period.

Nonsolicitation. During the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer or any of their respective Subsidiaries to leave the employ of the Company, Employer or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Employer or any of their respective 11 Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

Nonsolicitation. During the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer or any of their respective Subsidiaries to leave the employ of the Company, Employer or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which 11 the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

Nonsolicitation. During the Employment Period The Employee hereby covenants and also agrees that during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNoncompete Period, Executive he shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity: (i) canvass, solicit or accept from any Person who is a customer or licensor of the Company or any of its Subsidiaries (any such Person is hereinafter referred to individually as a "Customer," and collectively as the "Customers") any business which in competition with the business of the Company or any of its Subsidiaries or the successors or assigns of the Company or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of the Company within two years preceding the date hereof or with the Company or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of the Company or any of their respective its Subsidiaries to leave the employ of the Company, Employer who currently have or any such Subsidiary, or in any way interfere have had business relationships with the relationship between Company within two years preceding the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of date hereof or with the Company, Employer Company or any of their respective its Subsidiaries within 180 days after such person ceased during the Noncompete Period, to be an employee withdraw, curtail or cancel any of its business or relations with the Company, Employer Company or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer Company or any of their respective its Subsidiaries to cease doing business terminate his relationship or breach any agreement with the Company, Employer Company or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer Company or any of their respective its Subsidiaries and with which at any time during the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a SeparationNoncompete Period.

Nonsolicitation. During the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer or any of their respective Subsidiaries to 11 leave the employ of the Company, Employer or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

Nonsolicitation. During the Employment Period Each Excluded Subsidiary agrees that such Excluded Subsidiary and also its Affiliates shall not, during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNon-Compete Period, Executive shall not directly in any manner, directly, indirectly, individually, in partnership, jointly or indirectly through another entity in conjunction with any Person, (i) induce (x) recruit or solicit or attempt to induce recruit or solicit, on its behalf or on behalf of any other Person, any employee of the Company, Employer any Acquired Company or any of their respective Subsidiaries to leave the employ of the Company, Employer or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person Affiliate thereof who was an employee of the Company, Employer Company or any Subsidiary on or prior to the Closing Date or who is a Named Retained Employee, (y) encourage any Person (other than the Purchaser or one of their respective Subsidiaries within 180 days after such person ceased its Affiliates) to be recruit or solicit any employee of any Acquired Company or an Affiliate thereof who was an employee of the Company or any Subsidiary on or prior to the Closing Date or who is a Named Retained Employee, or (z) otherwise encourage any employee of the Acquired Company or any Affiliate thereof who was an employee of the Company or any Subsidiary on or prior to the Closing Date or who is a Named Retained Employee to discontinue his or her employment by any Acquired Company or any Affiliate thereof; (ii) solicit any customer of any Acquired Company or Affiliate thereof who is or has been a customer of the Company or a Subsidiary on or prior to the Closing Date (other than the VA) for the purpose of providing, distributing or selling products or services similar to those sold or provided by any Acquired Company, Employer ; or (iii) persuade or attempt to persuade any customer or supplier of any Acquired Company or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT its Affiliates to terminate or modify such restriction shall not apply for a particular employee if the customer’s or supplier’s relationship with any Acquired Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiariesits Affiliates. Notwithstanding the foregoing, nothing herein shall not be unreasonably withheld)apply to (A) any employee of any Acquired Company or any Affiliate thereof, who responds to a general public advertisement or otherwise contacts the Excluded Subsidiary or an Excluded Subsidiary Affiliate on his or her own initiative, without any direct or indirect recruitment by the Excluded Subsidiary or any Excluded Subsidiary Affiliate or (iiiB) induce or attempt to induce any customer, supplier, licensee or other business relation of the Companyfollowing individuals: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Employer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or ▇▇▇▇▇▇ ▇▇▇▇ Sup; provided, that such individual provides the applicable Acquired Company or Affiliate thereof with not less than thirty (30) days’ notice prior to commencing employment with any of their respective Subsidiaries to cease doing business with the Company, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a SeparationExcluded Subsidiary.

Nonsolicitation. During the Employment Period The Employee hereby covenants and also agrees that during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNoncompete Period, Executive he shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity: (i) canvass, solicit or accept from any Person who is a customer or licensor of RCI or any of its Subsidiaries (any such Person is hereinafter referred to individually as a "Customer," and collectively as the "Customers") any business which in competition with the business of RCI or any of its Subsidiaries or the successors or assigns of RCI or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of RCI within two years preceding the date hereof or with RCI or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of RCI or any of their respective its Subsidiaries to leave who currently have or have had business relationships with RCI within two years preceding the employ of the Company, Employer date hereof or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Employer RCI or any of their respective its Subsidiaries within 180 days after such person ceased during the Noncompete Period, to be an employee withdraw, curtail or cancel any of the Company, Employer its business or relations with RCI or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer RCI or any of their respective its Subsidiaries to cease doing business terminate his relationship or breach any agreement with the Company, Employer RCI or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer RCI or any of their respective its Subsidiaries and with which at any time during the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a SeparationNoncompete Period.

Nonsolicitation. During You acknowledge that in the Employment Period course of your employment you will become familiar with the Company's or its Subsidiaries' trade secrets and also during with other confidential information concerning the period commencing on Company or its Subsidiaries and that your services will be of special, unique and extraordinary value to the date Company or its Subsidiaries. Therefore, you agree that: (i) NONSOLICITATION. While employed by the Company or its Subsidiaries and in the event of the termination of your employment with the Employment Period and ending on the first anniversary Company for any reason, for a period of the date of termination, Executive two years thereafter you shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer Company or any of their respective its Subsidiaries to leave the employ of the Company, Employer Company or any such Subsidiaryits Subsidiaries, or in any way interfere with the relationship between the Company, Employer and any of their respective Company or its Subsidiaries and any employee thereof, and (ii) hire any person who was an employee of the Company, Employer Company or any of their respective its Subsidiaries within 180 days after prior to the time such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld)hired by you, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer Company or any of their respective its Subsidiaries to cease doing business with the Company, Employer Company or any such Subsidiary its Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer Company or any Subsidiary its Subsidiaries or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer Company or any of their respective its Subsidiaries and with which the Company, Employer and any of their respective its Subsidiaries or Affiliates has conducted discussions entered into substantive negotiations or has requested and received confidential information relating to the acquisition of such business by the Company, Employer its Subsidiaries or any of their respective Subsidiaries Affiliates in the two two-year period immediately preceding a SeparationTermination.

Nonsolicitation. During the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination, or until February 6, 2010, whichever expires last, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer or any of their respective Subsidiaries to leave the employ of the Company, Employer or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, ; (ii) hire any person who was an employee of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDEDprovided, HOWEVERhowever, THAT that such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary Subsidiary; or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

Nonsolicitation. During The Employee hereby covenants and agrees that during the Employment Period and also during for a period of 18 months thereafter (the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination"Noncompete Period"), Executive he/she shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity; (i) canvass, solicit or accept from any Person who is a customer or licensor of the Company or any of its Subsidiaries (any such Person is hereinafter referred to individually as a "Customer," and collectively as the "Customers") any business which in competition with the business of the Company or any of its Subsidiaries or the successors or assigns of the Company or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of the Company within two years preceding the date hereof or with the Company or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of the Company or any of their respective its Subsidiaries to leave the employ of the Company, Employer who currently have or any such Subsidiary, or in any way interfere have had business relationships with the relationship between Company within two years preceding the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of date hereof or with the Company, Employer Company or any of their respective its Subsidiaries within 180 days after such person ceased during the Noncompete Period, to be an employee withdraw, curtail or cancel any of its business or relations with the Company, Employer Company or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer Company or any of their respective its Subsidiaries to cease doing business terminate his/her relationship or breach any agreement with the Company, Employer Company or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer Company or any of their respective its Subsidiaries at any time during the Noncompete Period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this section is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and with which enforceable and that comes closest to expressing the Companyintention of the invalid or unenforceable term or provision, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separationthis Agreement shall be enforceable as so modified.

Nonsolicitation. During the Employment Period The Employee hereby covenants and also agrees that during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNoncompete Period, Executive he shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity: (i) canvass, solicit or accept from any Person who is a customer or licensor of the Parent or any of its Subsidiaries (any such Person is hereinafter referred to individually as a "Customer," and collectively as the "Customers") any business which in competition with the business of the Parent or any of its Subsidiaries or the successors or assigns of the Parent or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of the Parent or any of its Subsidiaries within two years preceding the date hereof or with the Parent or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of the Parent or any of their respective its Subsidiaries to leave the employ of the Company, Employer who currently have or any such Subsidiary, or in any way interfere have had business relationships with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Employer Parent or any of their respective its Subsidiaries within 180 days after such person ceased to be an employee of two years preceding the Company, Employer date hereof or with the Parent or any of their respective its Subsidiaries (PROVIDEDduring the Noncompete Period, HOWEVERto withdraw, THAT such restriction shall not apply for a particular employee if curtail or cancel any of its business or relations with the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer Parent or any of their respective its Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer Parent or any of their respective its Subsidiaries to cease doing business terminate his relationship or breach any agreement with the Company, Employer Parent or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer Parent or any of their respective its Subsidiaries and with which at any time during the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a SeparationNoncompete Period.

Nonsolicitation. During The Executive agrees, for the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee benefit of the Company, Employer that for a period of two (2) years following the termination for any reason by either First State or any of their respective Subsidiaries to leave the employ Executive of the CompanyExecutive's employment with First State and its affiliates, Employer or any such Subsidiary, or in any way interfere with including after the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if Merger the Company has provided and its subsidiaries, the Executive shall not, without the express written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation First State and the Company, Employer take any of the following actions (i) solicit or induce, whether directly or indirectly, any person for the purpose (which need not be the sole or primary purpose) of (A) causing any customer to terminate their relationship with First State, or (B) causing any customer not to engage First State or any Subsidiary of its affiliates to provide services; or (ii) solicit or (iv) directly or indirectly acquire induce, or attempt to acquire solicit or induce, directly or indirectly, any employee or agent of, or consultant to, First State or any of its affiliates to terminate its, his or her relationship therewith, or hire any such employee, agent or consultant, or former employee, agent or consultant who was employed by or acted as an interest agent or consultant to First State or its affiliates at any time during the two (2) year period preceding the termination of the Executive's employment (excluding for all purposes of this sentence, secretaries and persons holding other similar positions). The Executive and the Company agree that the periods of time applicable to the foregoing covenants are reasonable, in any business relating view of the consideration to be received, directly or indirectly, by the Executive under the Merger Agreement, the Executive's receipt of the payments specified in Section 1 above, the Executive's knowledge of the business of First State and its affiliates and the CompanyExecutive's relationships with the clients of First State and its affiliates. However, Employer if such period or such area should be adjudged unreasonable in any judicial proceeding, then the period of their respective Subsidiaries and with which the Company, Employer and any time shall be reduced by such number of their respective Subsidiaries has conducted discussions months or has requested and received information relating to the acquisition such area shall be reduced by elimination of such business by the Companyportion of such area, Employer or any both, as are deemed unreasonable, so that this covenant may be enforced in such maximum area and during such maximum period of their respective Subsidiaries in the two year period immediately preceding a Separationtime as are adjudged to be reasonable.

Nonsolicitation. During the Employment Period and also during (x) if the period commencing on Employment Period is terminated by Solera Holdings or Employer without Cause or by Executive with Good Reason, for one year thereafter (or if Executive is entitled to Severance Payments pursuant to Section 1(c) and the date of Severance Period extends beyond one year after the termination of the Employment Period and ending on Period, for the first anniversary length of the date Severance Period), or (y) for a period of terminationtwo years thereafter if the Employment Period is terminated by Executive, Solera Holdings or Employer for any other reason, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the CompanySolera Holdings, Employer or any of their respective Subsidiaries to leave the employ of the CompanySolera Holdings, Employer or any such Subsidiary, or in any way interfere with the relationship between the CompanySolera Holdings, Employer and any of their respective Subsidiaries and any employee thereofthereof (which restriction shall not preclude placing advertisements in trade publications or similar general solicitations for employment, so long as such advertisements or solicitations do not target any employee of Solera Holdings, Employer or their respective Subsidiaries), (ii) hire any person who was an employee of the CompanySolera Holdings, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the CompanySolera Holdings, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the CompanySolera Holdings, Employer or any of their respective Subsidiaries to cease doing business with the CompanySolera Holdings, Employer or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the CompanySolera Holdings, Employer and any Subsidiary, in each case, if any such inducement, attempted inducement or interference would involve, use or rely upon any of Solera Holdings’, Employer’s or any Subsidiary of their respective Subsidiaries’ trade secrets or other confidential information or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the CompanySolera Holdings, Employer or any of their respective Subsidiaries and with which the CompanySolera Holdings, Employer and any of their respective Subsidiaries has conducted engaged in discussions regarding the acquisition of an interest in such business or has requested and received information relating to the acquisition of such business by the CompanySolera Holdings, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

Nonsolicitation. During the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNoncompete Period, Executive Optionee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer Company or any of their respective its Subsidiaries or Affiliates to leave the employ of the Company, Employer Company or any such Subsidiaryof its Subsidiaries or Affiliates, or in any way interfere with the relationship between the Company, Employer and any of their respective Company or its Subsidiaries or Affiliates and any employee thereof, and (ii) hire any person who was an employee of the Company, Employer Company or any of their respective its Subsidiaries or Affiliates within 180 days after prior to the time such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld)hired by Optionee, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer Company or any of their respective its Subsidiaries or Affiliates to cease doing business with the Company, Employer Company or any such Subsidiary its Subsidiaries or Affiliates or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer Company or any Subsidiary its Subsidiaries or Affiliates or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer Company or any of their respective its Subsidiaries or Affiliates and with which the Company, Employer and any of their respective its Subsidiaries or Affiliates has conducted discussions entered into substantive negotiations or has requested and received confidential information relating to the acquisition of such business by the Company, Employer its Subsidiaries or any of their respective Subsidiaries Affiliates in the two two-year period immediately preceding a SeparationOptionee's termination of service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything to the contrary herein , in the event the Optionee 's principal place of business as of the date of his or her termination of service is California, the covenants set forth in Sections 3.5(a) and 3.5(b)(ii) through 3.5(b)(iv) shall not apply.

Nonsolicitation. During the Employment Period and also during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNoncompete Period, Executive Optionee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer Company or any of their respective its Subsidiaries or Affiliates to leave the employ of the Company, Employer Company or any such Subsidiaryof its Subsidiaries or Affiliates, or in any way interfere with the relationship between the Company, Employer and any of their respective Company or its Subsidiaries or Affiliates and any employee thereof, and (ii) hire any person who was an employee of the Company, Employer Company or any of their respective its Subsidiaries or Affiliates within 180 days after prior to the time such person ceased to be an employee of the Company, Employer or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld)hired by Optionee, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer Company or any of their respective its Subsidiaries or Affiliates to cease doing business with the Company, Employer Company or any such Subsidiary its Subsidiaries or Affiliates or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer Company or any Subsidiary its Subsidiaries or Affiliates or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer Company or any of their respective its Subsidiaries or Affiliates and with which the Company, Employer and any of their respective its Subsidiaries or Affiliates has conducted discussions entered into substantive negotiations or has requested and received confidential information relating to the acquisition of such business by the Company, Employer its Subsidiaries or any of their respective Subsidiaries Affiliates in the two two-year period immediately preceding a SeparationOptionee’s termination of service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything to the contrary herein, in the event the Optionee’s principal place of business as of the date of his or her termination of service is California, the covenants set forth in Sections 3.5(a) and 3.5(b)(ii) through 3.5(b)(iv) shall not apply.

Nonsolicitation. During the Employment Period Each Shareholder agrees that such Shareholder and also such Shareholder’s Affiliates shall not, during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNon-Compete Period, Executive shall not directly in any manner, directly, indirectly, individually, in partnership, jointly or indirectly through another entity in conjunction with any Person, (i) induce (x) recruit or solicit or attempt to induce recruit or solicit, on his behalf or on behalf of any other Person, any employee of the Company, Employer any Acquired Company or any of their respective Subsidiaries to leave the employ of the Company, Employer or any such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person Affiliate thereof who was an employee of the Company, Employer Company or any Subsidiary on or prior to the Closing Date or who is a Named Retained Employee, (y) encourage any Person (other than the Purchaser or one of their respective Subsidiaries within 180 days after such person ceased its Affiliates) to be recruit or solicit any employee of any Acquired Company or an Affiliate thereof who was an employee of the Company or any Subsidiary on or prior to the Closing Date or who is a Named Retained Employee, or (z) otherwise encourage any employee of the Acquired Company or any Affiliate thereof who was an employee of the Company or any Subsidiary on or prior to the Closing Date or who is a Named Retained Employee to discontinue his or her employment by any Acquired Company or any Affiliate thereof; (ii) solicit any customer of any Acquired Company or Affiliate thereof who is or has been a customer of the Company or a Subsidiary on or prior to the Closing Date (other than the VA) for the purpose of providing, distributing or selling products or services similar to those sold or provided by any Acquired Company, Employer ; or (iii) persuade or attempt to persuade any customer or supplier of any Acquired Company or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT its Affiliates to terminate or modify such restriction shall not apply for a particular employee if the customer’s or supplier’s relationship with any Acquired Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiariesits Affiliates. Notwithstanding the foregoing, nothing herein shall not be unreasonably withheld), (iii) induce or attempt apply to induce any customer, supplier, licensee or other business relation employee of the Company, Employer any Acquired Company or any of their respective Subsidiaries Affiliate thereof, who responds to cease doing business with a general public advertisement or otherwise contacts the CompanyShareholder or a Shareholder’s Affiliates on his or her own initiative, Employer without any direct or indirect recruitment by the Shareholder or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a SeparationShareholder’s Affiliates.

Nonsolicitation. During The Employee hereby covenants and agrees that during the Employment Period and also during for a period of 18 months thereafter (the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination"Noncompete Period"), Executive he/she shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity; (i) canvass, solicit or accept from any Person who is a customer or licensor of the Company or any of its Subsidiaries (any such Person is hereinafter referred to individually as a "Customer," and collectively as the "Customers") any business which in competition with the business of the Company or any of its Subsidiaries or the successors or assigns of the Company or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of the Company within two years preceding the date hereof or with the Company or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of the Company or any of their respective its Subsidiaries to leave the employ of the Company, Employer who currently have or any such Subsidiary, or in any way interfere have had business relationships with the relationship between Company within two years preceding the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of date hereof or with the Company, Employer Company or any of their respective its Subsidiaries within 180 days after such person ceased during the Noncompete Period, to be an employee withdraw, curtail or cancel any of its business or relations with the Company, Employer Company or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer Company or any of their respective its Subsidiaries to cease doing business terminate her relationship or breach any agreement with the Company, Employer Company or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer Company or any of their respective its Subsidiaries at any time during the Noncompete Period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this section is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and with which enforceable and that comes closest to expressing the Companyintention of the invalid or unenforceable term or provision, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separationthis Agreement shall be enforceable as so modified.

Nonsolicitation. During The Employee hereby covenants and --------------- agrees that during the Employment Period and also during for a period of 18 months thereafter (the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination"Noncompete Period"), Executive he/she shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity; (i) canvass, solicit or accept from any Person who is a customer or licensor of the Company or any of its Subsidiaries (any such Person is hereinafter referred to individually as a "Customer," and collectively as the "Customers") any business which in competition with the business of the Company or any of its Subsidiaries or the successors or assigns of the Company or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of the Company within two years preceding the date hereof or with the Company or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of the Company or any of their respective its Subsidiaries to leave the employ of the Company, Employer who currently have or any such Subsidiary, or in any way interfere have had business relationships with the relationship between Company within two years preceding the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of date hereof or with the Company, Employer Company or any of their respective its Subsidiaries within 180 days after such person ceased during the Noncompete Period, to be an employee withdraw, curtail or cancel any of its business or relations with the Company, Employer Company or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer Company or any of their respective its Subsidiaries to cease doing business terminate his/her relationship or breach any agreement with the Company, Employer Company or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer Company or any of their respective its Subsidiaries at any time during the Noncompete Period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this section is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and with which enforceable and that comes closest to expressing the Companyintention of the invalid or unenforceable term or provision, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separationthis Agreement shall be enforceable as so modified.

Nonsolicitation. During the Employment Period The Employee hereby covenants and also agrees that during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of terminationNoncompete Period, Executive he shall not not, directly or indirectly through another entity indirectly, either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity: (i) canvass, solicit or accept from any Person who is a customer or licensor of the Company or any of its Subsidiaries (any such Person is hereinafter referred to individually as a "Customer," and collectively as the "Customers") any business which in competition with the business of the Company or any of its Subsidiaries or the successors or assigns of the Company or any of its Subsidiaries, including, without limitation, the canvassing, soliciting or accepting of business from any Person which is or was a Customer of the Company within two years preceding the date hereof or with the Company or any of its Subsidiaries during the Noncompete Period; (ii) advise, request, induce or attempt to induce any employee of the CompanyCustomers, Employer suppliers, or other business contacts of the Company or any of their respective its Subsidiaries to leave the employ of the Company, Employer who currently have or any such Subsidiary, or in any way interfere have had business relationships with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Company within two years preceding the Company, Employer date hereof or with the Company or any of their respective its Subsidiaries within 180 days after such person ceased during the Noncompete Period, to be an employee withdraw, curtail or cancel any of its business or relations with the Company, Employer Company or any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not apply for a particular employee if the Company has provided its written consent to such hire, which consent, in the case of any person who was not a key employee of the Company, Employer or any of their respective Subsidiaries, shall not be unreasonably withheld), ; (iii) induce or attempt to induce any customeremployee, suppliersales representative, licensee consultant or other business relation agent of the Company, Employer Company or any of their respective its Subsidiaries to cease doing business terminate his relationship or breach any agreement with the Company, Employer Company or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer or any Subsidiary or of its Subsidiaries; or (iv) directly hire any person who was an employee, sales representative, consultant or indirectly acquire or attempt to acquire an interest in any business relating to the business other agent of the Company, Employer Company or any of their respective its Subsidiaries and with which at any time during the Company, Employer and any of their respective Subsidiaries has conducted discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a SeparationNoncompete Period.