Covenant Not to Solicit. During the longer of # a period of one year beginning on the Commencement Date, or # the duration of your employment with the Company plus one year following the termination thereof, you shall not, directly or indirectly (whether as an employer, operator, agent, independent contractor, consultant, owner, director, officer, shareholder, investor, partner (general or limited), joint venturer or any other relationship or relationships similar to any of the foregoing), anywhere in the world, except as specifically provided in this Section 8 below:

Covenant Not to Solicit Customers. During the term of this Agreement and for the Restricted Non-Solicitation Period, Executive shall not (except on the Company’s behalf), directly or indirectly, on Executive’s own behalf or on behalf of any other person, firm, partnership, corporation or other entity, contact, solicit, divert, induce, call on, take away, do business or otherwise harm the Company’s relationship, or attempt to contact, solicit, divert, induce, call on, take away, do business or otherwise harm the Company’s relationship, with any past, present or prospective customer of the Company or any of its Affiliates (each, a “Customer”). Following the term of this Agreement, a past or prospective Customer shall be limited to such Customer measured within the two (2) year period prior to the date of termination hereunder.

Covenant Not to Solicit. Executive covenants that during the Restriction Period, Executive shall not (and shall not assist or encourage others to), directly or indirectly: # hire or employ or attempt to hire or employ, or directly or indirectly, recruit, solicit or induce, or attempt to recruit, solicit or induce, (or in any way assist another person or enterprise in recruiting, soliciting or inducing) any employee of the Bank or a Related Entity to leave the Bank or such Related Entity for any reason whatsoever or (b) (i) solicit by mail, e-mail, phone, personal meeting or by any other means, either directly or indirectly, the business or patronage of any customer or client of the Bank or a Related Entity for him/herself or any other person or entity other than the Bank or such Related Entity; # divert, entice or otherwise take away from the Bank or a Related Entity the business or patronage of any customer or client, or attempt to do so; or # solicit or induce any customer or client of the Bank or such Related Entity to terminate or reduce its relationship with the Bank or such Related Entity.

Covenant Not to Solicit. During Employee’s employment with Company, and for a period of eighteen (18) months following the Separation Date, and regardless of the reason for separation, Employee agrees not to solicit any “Merchandise Vendors” (as defined below) for the purpose of obtaining merchandise and/or inventory for or on behalf of any “Competitor” (as

The Associate covenants and agrees that during his or her employment and for a period of one (1) year following the date of termination of the Associate’s employment with Benefitfocus, for any reason, whether by the Associate or Benefitfocus, the Associate shall not (except on behalf of or with the prior written consent of Benefitfocus) either directly or indirectly, on the Associate’s own behalf or in the service or on behalf of others, # solicit, divert or appropriate to or for a Competing Business (as defined below), or # attempt to solicit, divert, or appropriate to or for a Competing Business, any person or entity that was a customer or prospective customer of Benefitfocus on the date of termination and with whom the Associate had direct material contact within six months of the Associate’s last date of employment. For purposes of this Agreement, the term “Competing Business” shall mean the business of offering human resource management and benefit administration services to companies via a Web-based system.

Covenant Not to Solicit Employees. To the fullest extent permitted under applicable law, Executive agrees that during the Restricted Period, Executive will not directly or indirectly engage in the following conduct, nor will Executive aid, abet, assist, encourage, or influence others to do so: Induce or attempt to induce, solicit or attempt to solicit, or encourage or attempt to encourage, in any capacity, on Executive’s behalf or on behalf of any other firm, person or entity, any employee of the Company with whom you had Material Contact while employed by the Company, to terminate their employment relationship with the Company to work in or for a Restricted Business. Executive agrees that nothing in this Section shall affect his/her continuing obligations under this Agreement during and after the Restricted Period, including, without limitation, Executive’s obligations under the Confidentiality and Non-Disclosure Agreement section in this Agreement.

Covenant Not to Solicit Customers. During the Restricted Period, Executive will not directly or indirectly engage in the following conduct, nor will Executive aid, abet, assist, encourage, or influence others to do so: Induce or attempt to induce, solicit or attempt to solicit, or encourage or attempt to encourage, in any capacity, on Executive’s behalf or on behalf of any other firm, person, or entity, any Customer with whom you had Material Contact during the last six (6) months of your employment with the Company to terminate a contract with the Company or to enter into a contract with another company. Executive acknowledges and agrees that # the names, addresses, product specifications, pricing, and information regarding Customers and the Company, are the confidential and proprietary information of the Company (collectively, “Proprietary Information”); and # Executive shall not, nor shall it permit any other person or entity within its control, to sell, disclose, or otherwise disseminate Proprietary Information (each, “Improper Disclosure”). Executive promises not to engage in any Improper Disclosure during or after his/her employment with the Company.

Covenant Not to Solicit. Executive covenants that during the Restriction Period, Executive shall not (and shall not assist or encourage others to), directly or indirectly: # hire or employ or attempt to hire or employ, or directly or indirectly, recruit, solicit or induce, or attempt to recruit, solicit or induce, (or in any way assist another person or enterprise in recruiting, soliciting or inducing) any employee of the Bank or a Related Entity to leave the Bank or such Related Entity for any reason whatsoever or (b) (i) solicit by mail, e-mail, phone, personal meeting or by any other means, either directly or indirectly, the business or patronage of any customer or client of the Bank or a Related Entity for him/herself or any other person or entity other than the Bank or such Related Entity; # divert, entice or otherwise take away from the Bank or a Related Entity the business or patronage of any customer or client, or attempt to do so; or # solicit or induce any customer or client of the Bank or such Related Entity to terminate or reduce its relationship with the Bank or such Related Entity.

Covenant Not to Solicit. During the longer of # a period of one year beginning on the Commencement Date, or # the duration of your employment with the Company plus one year following the termination thereof, you shall not, directly or indirectly (whether as an employer, operator, agent, independent contractor, consultant, owner, director, officer, shareholder, investor, partner (general or limited), joint venturer or any other relationship or relationships similar to any of the foregoing), anywhere in the world, except as specifically provided in this Section 8 below:

Covenant Not to Solicit. During the term of the Executive's employment by the Employer or any Acquiror and for a period of twelve (12) months following the termination of the Executive's employment with the Employer or any Acquiror for any reason whatsoever (the ''Restricted Period"), the Executive shall not approach, contact or communicate with any customer, supplier or licensor of the Employer, any Affiliate or any Acquiror for the purpose of inducing such customer, supplier or licensor to reduce such customer’s, supplier’s or licensor’s level of business with the Employer, any Affiliate or any Acquiror, or to encourage such customer, supplier or licensor to start doing business or to increase such customer’s, supplier’s or licensor’s level of business with any other Person or entity when such a change may negatively affect the opportunity of the Employer, any Affiliate or any Acquiror or to increase its level of business with such customer, supplier or licensor.