Understanding of Covenants. By initialing below, you represent that you # are familiar with the foregoing confidentiality, invention assignment, non-solicitation and non-competition covenants in this Section B, # are fully aware of your obligations hereunder, # agree to the reasonableness of the length of time, scope and geographic coverage of the foregoing covenants, and # agree that such covenants are necessary to protect the Confidential Information and Trade Secrets, and the proprietary information, good will, stable workforce, and customer relations of the Company. You acknowledge and agree that such covenants shall be construed as agreements independent of each other and of any provision of this or any other contract between the parties hereto; and that should any part or provision of any covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Letter Agreement. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, the territory, the definition of activities or the definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Company and you in agreeing to the provisions of this Letter Agreement will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws. You further acknowledge and agree that the existence of any claim or cause of action by you against the Company, whether predicated upon this or any other contract, shall not constitute a defense to the enforcement by the Company of said covenants.

Understanding of Covenants. Employee represents that he # is familiar with the foregoing covenants not to compete and not to solicit, and # is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.

Understanding. Pursuant to Section 6.1 (Managed Hosting Provider) of the Agreement, [[Company:Organization]]’s deployment of the Redi2’s Wealth Manager Billing functionality exists through a separate and isolated database at ​ data center. The Wealth Manager Billing functionality is delivered through the use of ​ virtual servers. With the use of the virtual server configuration, Redi2 has the capability to isolate [[Company:Organization]]’s database from other Redi2 client data. Redi2 hereby acknowledges and agrees that no [[Company:Organization]] Company Data, including ​, serviced through Redi2’s Wealth Manager Billing functionality will be utilized by Redi2’s affiliates for any purpose other than as specifically described in the Agreement. In order to provide the services set forth in the Agreement, Redi2, including any successor in interest, and Redi2’s affiliates, will have access to [[Company:Organization]] Company Data, including ​, through Redi2’s Wealth Manager Billing functionality and operating systems and databases. Redi2 hereby acknowledges and agrees the [[Company:Organization]] Company Data, including ​ will be logically separated from any operating systems and databases utilized by Redi2’s affiliates, and such [[Company:Organization]] Company Data, including ​, shall not be used in any manner by Redi2, including any successor in interest, or its affiliates except as expressly provided for in the Agreement. Any breach of this Section shall be deemed a non-curable, material breach of the Agreement.

Complete Understanding. This Agreement contains the full and complete understanding of the parties and replaces any prior understanding or arrangement between the Parties, whether oral or written.

Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

UNDERSTANDING OF EMPLOYEE. Employee agrees and acknowledges that Employee has read this Agreement in its entirety, that Employee understands it and that Employee has entered into it voluntarily.

Understanding of Covenants. You represent that you # are familiar with the foregoing covenants not to compete and not to solicit, and # are fully aware of your obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.

Certification of Understanding. Casella certifies that he understands and has voluntarily agreed to all of the terms of this Agreement. Casella also certifies that he does not rely and has not relied on any representation or statement made by NMC or by any agent, representative, or attorney of NMC with regard to the subject matter of this Agreement, except as set forth herein.

Understanding of Covenants. You represent that you # are familiar with the foregoing covenants not to compete and not to solicit, and # are fully aware of your obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.

I HEREBY DECLARE that I have had the opportunity to seek independent legal advice with respect to the matters addressed herein and in the Employment Agreement. I acknowledge that the terms of this Canadian Release Agreement and the Employment Agreement are fully understood by me, and that I voluntarily accept the terms herein.