Company Customers. The Executive understands and acknowledges that the loss of customer relationships and goodwill will cause significant and irreparable harm to the Company. Accordingly, the Executive agrees as follows:

Since the date of its incorporation, none of the Material Customers (as hereinafter defined) of [[Organization B:Organization]] has notified any of [[Organization B:Organization]] or the ​ of their intent to terminate their business with [[Organization B:Organization]] business because of any dissatisfaction on the part of any such person or entity. The Transactions have not caused any of the Material Customers of [[Organization B:Organization]] to terminate or provide notice of their intent or threaten to terminate their business with [[Organization B:Organization]] or to notify [[Organization B:Organization]] or the ​ of their intent not to continue to do such business with [[Organization B:Organization]] after the Closing. As used herein, “Material Customers” means those customers from whom [[Organization B:Organization]] derives annual revenues in excess of US $5,000.

There is no indication that any customer or supplier of the Company intends to terminate or modify its relationship with the Company, or that the consummation of the transactions contemplated by this Agreement and the Transaction Documents will adversely affect the post-Closing relationship of the Buyer with any of the Company’s customers or suppliers.

Nonsolicitation of Customers. In order to prevent the improper use of Confidential Information, Company Intellectual Property and Trade Secrets and the resulting unfair competition and misappropriation of Goodwill and other proprietary interests, Employee agrees that while Employee is employed by Company and for a period of twelve (12) months following the termination of Employee’s employment for any reason whatsoever, whether such termination is voluntary or involuntary, and regardless of Cause, Employee will not, directly or indirectly, on Employee’s own behalf or by aiding any other individual or entity, call on, solicit the business of, sell to, service, or accept business from, any of Company’s customers (with whom Employee had personal contact and did business with during the twelve (12) month period immediately prior to the termination of Employee’s employment) for the purpose of providing said customers with products and/or services of the type or character typically provided to such customers by Company.

Solvency of Customers. Each Customer, to the best of each Loan Party's knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of such Loan Party who are not solvent such Loan Party has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

Solicitation of Customers. I agree that for the period of my employment by Company and for twelve (12) months after the date of termination of my employment, I will not solicit the business of any customer of Company for any other business, individual, or party that competes with the products and services offered by Company. “Customer” means any person or entity # that is doing business with Company at the time of my termination, or has done business with Company during the twelve (12) month period immediately preceding termination of my employment, and # for which I provided any services, or for which I was responsible for the provision of services by others, or about which I had access to Proprietary or Confidential Information during the twelve (12) month period immediately preceding my termination. If I am employed by Company in California, this provision shall only apply for the period of my employment by Company and shall not apply following the termination of my relationship with Company.

Customers and Suppliers. [Schedule 4.1.20] lists # top customers from which the Company derived in the aggregate at least 80% or more of its total annual revenues for the fiscal year ended December 31, 2015 and for the period beginning on January 1, 2016 and ending on the end of the calendar month prior to the Closing Date (“Top Customers”) and # all suppliers to whom the Company paid more than 10% of its total purchases for the fiscal year ended December 31, 2015 and for the period beginning on January 1, 2016 and ending on the end of the calendar month prior to the Closing Date (“Top Suppliers”). Except as set forth on [Schedule 4.1.20], # the Company has not received written or, to the Knowledge of the Seller, verbal notice that any Top Customer or Top Supplier intends to terminate its relationship with the Company or to substantially reduce the amount of business it does with the Company, and Seller does not have any Knowledge of any such intention and # the Company is not involved in any dispute with any Top Customer or Top Supplier, that individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect.

Non-Solicitation of Company Customers and Prospective Customers. I agree that during my employment and for two (2) years after the conclusion of my employment with Cvent for any reason, I will not, within the Restricted Area, solicit or service any Company Customer or Prospective Customer for the purposes of offering or providing goods or services within the Restricted Business Lines. I understand that the restrictions set forth herein will not prevent me from providing goods or services to a Company Customer or Prospective Customer where such goods or services are independent from, and wholly unrelatable to, the Restricted Business Lines and the Confidential Information (subject to protocols to prevent me from disclosing Confidential Information).

Non-Solicitation of Customers. The Participant recognizes that by virtue of his or her service with the Company Group he or she will be introduced to and involved in the solicitation and servicing of existing customers of the Company Group and new customers obtained by the Company Group during his or her service. The Participant understands and agrees that all efforts expended in soliciting and servicing such customers shall be for the permanent benefit of the Company Group. The Participant further agrees that during his or her service with the Company Group the Participant will not engage in any conduct which could in any way jeopardize or disturb any of the Company Group’s customer relationships. The Participant also recognizes the Company Group’s legitimate interest in protecting, for a reasonable period of time after his or her service with the Company Group, the Company Group’s customers. Accordingly, the Participant agrees that, for a period beginning on the date hereof and ending one (1) year after termination of Participant’s service with the Company Group, regardless of the reason for such termination, the Participant shall not, directly or indirectly, without the prior written consent of the Chief Executive Officer or Chairman of the Company, render services to or otherwise directly or indirectly engage in or assist, or solicit any actual or potential customer or supplier of the Company Group for, any business that competes, or is working to compete, directly or indirectly, with the Company Group.

In consideration for your employment with the Company, the financial and other benefits you received from that employment, and/or access to Confidential Information and/or Trade Secrets, as defined in this Agreement, you agree that during employment with the Company, and for a period of one (1) year following your departure from the Company, you will not (directly or indirectly, in association with others or otherwise) call on or solicit any of the Company’s customers with whom you had personal contact or about whom you received Confidential or Trade Secret information during the period from the Grant Date of this Award until the Restriction Period Termination Date (or, if earlier, the date your employment with the Company ceased), for the purpose of providing the customers with goods and/or services similar in nature to those provided by the Company in its Business as defined below in Section 5(G), within any State in which the Company does business.