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), participate in hiring or attempting to hire away a Company employee or contractor, or induce or encourage any employees or contractors of the Company to terminate their relationship with the Company, without prior written consent of the Sr. HR Officer.

Non-Solicitation of Employees. During the Restricted Period (as defined above), you agree not to, either on your own account or on behalf of any other person, firm, company, organization or entity, directly or indirectly participate in poaching, recruiting or soliciting any ​ employee in the Restricted Area (as defined above) to leave ​, provided that, in the 12 months preceding your Termination Date, you had substantial contact or business dealings with such employee, direct or indirect management authority over such employee, and/or access to confidential information about such employee.

Non-Solicitation of Employees. During the Non-Solicit Period, as defined above, Employee will not, directly or indirectly, recruit, solicit, induce, encourage or assist any employee of Conduent to leave Employee’s employment with Conduent.

Non-Interference with Employees. Employee covenants and agrees that during the Restricted Period he will not, either directly or indirectly, alone or in conjunction with any Entity: # actively recruit, solicit, attempt to solicit, or induce any person who, during such Restricted Period, or within one year prior to his date of Separation from Service, was an exempt employee of the Company or any of its subsidiaries, or was an officer of any of the other ​ Entities to leave or cease such employment for any reason whatsoever; or # hire or engage the services of any such person described in Section 4(d)(i) in any business substantially similar or competitive with that in which the ​ Entities were engaged during his employment.

Non-Solicitation of Employees. For a period of two (2) years following the termination of employment, regardless of the reason for or the manner of termination, the Participant shall not directly or indirectly induce or be involved in the recruitment of any person who was an employee of the Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) years preceding the termination date to leave the employment of the Corporation or any Affiliate. Furthermore, the Participant shall not for a period of two (2) years following the termination date directly or indirectly induce or be involved in the recruitment of any person who was an employee of the Corporation or any Affiliate at the termination date and with whom the Participant had material dealings during the last two (2) preceding the termination date to become employed by, associated with and/or form part of any business or concern, in any capacity whatsoever, of any Competitor. The Participant must inform the Corporation immediately on becoming aware of any such recruitment.

Employees. Seller warrants that at Closing, Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any employee, director, consultant or independent contractor of Company, including, but not limited to bonus, salary, compensation, accrued vacation, fringe, pension or profit sharing benefits, or severance paid or payable to any employee, director, consultant or independent contractor of Company relating to service with or for the Company at any time prior to the Closing Date.

Effective upon the Closing, all of Sellers’ employees actively employed or engaged principally in Sellers’ Business (the “Business Employees”), except those employees who voluntarily terminate their employment or are excluded by Purchaser from continuing their employment as set forth in [Schedule 9.1(a)] (the “Excluded Employees”), shall continue their employment as employees of Purchaser as set forth in this Section 9.1 (the “Continuing Employees”). Prior to five (5) Business Days before the Closing, Purchaser shall provide to

Employees. None of the Borrowers or any Principal shall have any employees at any time, nor shall any Borrower enter into, or assume any obligations under, any collective bargaining agreement or other similar agreement. None of the Borrowers shall cause the termination of the employment of any employees of a Manager that would result in a “mass layoff” or “plant closing” as those terms are defined in the WARN Act, unless providing the required notifications in accordance with the WARN Act notification procedures (and related exceptions) such that no liability for severance is incurred.

Employees. [Schedule 4.2(n)] sets forth a complete and accurate list showing all officers, directors, consultants and employees of Seller, and the current compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) and any accrued sick leave and accrued vacation of each of such Persons as of the Closing Date. Seller is not a party to any collective bargaining agreements.

Employees. Neither the Company nor any of its Affiliates is or has been a party to any collective bargaining or similar agreement and there are no labor unions or other organizations representing, purporting to represent or, to the Company’s knowledge, attempting to represent, any employee of the Company or any of its Affiliates. There are no unfair labor practice complaints pending against the Company or any of its Affiliates before any Governmental or Regulatory Authority nor, to the Company’s knowledge, are any such complaints threatened. To the Company’s knowledge, no employee, officer or executive has any present intention to terminate employment with the Company. No employee of the Company or its Affiliates is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting or similar Contract relating to, affecting or in conflict with the present or proposed business activities of the Company. [Annex N] contains a true and complete list of all current employees of each of the Company as of the date of this Agreement, and correctly reflects: # each employee’s name and date of hire or, if applicable, such employee’s commencement date of employment in the same work place; # such employee’s position, full-time or part-time status, including each such employee’s classification as either exempt or non-exempt from the overtime requirements under any applicable law; # such employee’s monthly base salary or hourly wage rate, as applicable Affiliated Transactions. No Related Party # is a party to any Contract with the Company; # has any direct or indirect financial interest in, or is an officer, director, manager, employee or consultant of, # any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of the Company, or # any other entity in any business arrangement or relationship with the Company; provided, however, that the passive ownership of securities listed on any national securities exchange representing no more than 2% of the outstanding voting power of any Person shall not be deemed to be a “financial interest” in any such Person; # has any interest in any property, asset or right used by the Company or necessary or desirable for the Business; # has outstanding any Indebtedness owed to the Company; or # has received any funds from the Company since the date of the Latest Balance Sheet, except for employment-related compensation received in the ordinary course of business. The Company has no Liability or any other obligation of any nature whatsoever to any Related Party, except for employment-related Liabilities and obligations incurred in the ordinary course of business.