Non-Solicitation. The Participant acknowledges and agrees that as a condition to and in consideration of this Award Agreement, during the term of the Participant’s employment and for a period of twenty-four (24) months thereafter (the “Non-Solicitation Restrictive Period”), the Participant will not, directly or indirectly:

Customer Confidences. The customers of the [[Non-Solicitation Period:Organization]] expect that the [[Non-Solicitation Period:Organization]] will hold all business-related matters, including the fact that they are doing business with the [[Non-Solicitation Period:Organization]] and the specific matters on which they are doing business, in the strictest confidence (“Customer Confidences”). The term Customer Confidences will not, however, include information which # is or becomes publicly available, other than as a result of a breach by Optionee of this Agreement or any restrictive covenants (including confidentiality, non-competition and non-solicitation) relating to the [[Non-Solicitation Period:Organization]], or # is or becomes available to Optionee on a non-confidential

Non-Solicitation. Except for the hiring of Business Employees as defined in and pursuant to the terms of the Purchase Agreement, for a period of eighteen (18) months from the date of this Agreement, Provider nor any of its respective Affiliates will directly or indirectly, without the Recipient’s prior written consent, solicit, entice, hire or engage any employees of Recipient other than a person who ceased to be employed by Recipient or any of its Affiliates for a period of one hundred and eighty days. The preceding sentence does not, however, prohibit the Recipient from making general solicitations for employment by means of advertisements, public notices, or internal or external websites or job search engines that are not directed at the Provider’s employees.

While employed by the Company and its Affiliates, and during the 18-month period or after employment with the Company and its Affiliates ends, Employee will not directly nor indirectly, on Employee’s own behalf or on behalf of any person or entity, recruit, hire, solicit, or assist others in recruiting, hiring, or soliciting any person, who is, at the time of the recruiting, hiring, or solicitation, an employee, consultant, or contractor of the Company to leave the Company and its Affiliates, diminish their relationship with the Company and its Affiliates, or work for a competing business. This restriction will be limited to persons: # with whom Employee had contact or business dealings while employed by the Company and its Affiliates; # who worked in Employee’s business unit (Group); or # about whom Employee had access to confidential information. In the event of breach by Employee, the specified period will be extended by the period of time of the breach.

Non-Solicitation.The Employee covenants and agrees that # during Employee’s engagement with the Company, and # for a period of two (2) years following

Non-Solicitation. While employed by the Company and for a period of two years thereafter, Grantee shall not, upon Grantee's own behalf or on behalf of any other person or entity, directly or indirectly,

Customer Non-Solicitation. Optionee agrees that, during the period commencing on the Date of Grant and for a period of two (2) years after the date the Optionee ceases to be employed by the Company (the “Non-Solicitation Period”), Optionee shall not, directly or indirectly, on behalf of any competing entity, solicit or attempt to solicit any customer or actively sought prospective customer of the Company, with whom the Optionee had Material Contact during Optionee’s employment with the Company, for purposes of providing products or services that are competitive with those offered by the Company. For purposes of this Agreement, “Material Contact” means the contact between Optionee and each customer or potential customer: # with whom or which Optionee dealt on behalf of the Company; # whose dealings with the Company were coordinated or supervised by Optionee; # about whom Optionee obtained confidential information in the ordinary course of business as a result of Optionee’s association with the Company; or # who receives products or services

Non-Solicitation. The Customer Party acknowledges that the value to the Providing Party of its business and the transactions contemplated by this Agreement would be substantially diminished if such Customer Party or any of its Affiliates were to solicit the employment of or hire any employee of the Providing Party or any member of its Group performing Services or who has performed Services hereunder. Accordingly, the Customer Party agrees that neither it nor any of its Affiliates shall, directly or indirectly and without the prior consent of the other party, solicit the employment of, or hire, employ or retain, or otherwise encourage or cause to leave employment with the Providing Party, or cause any other Person to hire, employ or retain, or otherwise encourage or cause to leave employment with the Providing Party or any of its Affiliates, any Person who is or was employed by the Providing Party or any of its Affiliates with respect to the provision of Services at any time within twelve (12) months preceding the time of such solicitation or hiring, employment, retention or encouragement.

Customer Non-Solicitation. Optionee agrees that, during the period commencing on the Date of Grant and for a period of two (2) years after the date the Optionee ceases to be employed by the

Non-Solicitation. During the Restriction Period, the Employee shall not (other than on behalf of the Company), directly or indirectly, for the Employee’s own account or for the account of any other Person # solicit, represent in any capacity (or otherwise be involved in any way), accept or transact any business with or from any Customers or prospective Customers that were Customers or prospective Customers at any time during the period within 3 years prior to the Termination of Employment, # take any action reasonably likely to damage the business or prospects of the Company, including without limitation inducing or attempting to induce or encourage any of such Customers or prospective Customers to withdraw or fail to renew any business with, or otherwise curtail, cancel or divert any business away from, the Company, or # solicit or hire (as an employee, independent contractor, consultant or otherwise) any person, or solicit or facilitate the employment (as an employee, independent contractor, consultant or otherwise) of any such person by another entity or person, who is employed or retained by the Company or who was employed or retained by the Company at any time during the period within 12 months prior to the Termination of Employment.