I. Definitions

A. The “Company’s Business” means:

1. including the Company’s affiliates, subsidiaries, partners, and clients;

2. any business currently conducted by the Company, its affiliates, subsidiaries, partners, and clients; and

3. any business undertaken by the Company, its affiliates, subsidiaries, partners, and clients during the employees’, contractors’, consultants’, and interns’ period of engagement, provided that such business has not been discontinued by the Company, its affiliates, subsidiaries, partners, and clients.

B. “Competitive Business” means any service, activity, sale, or other transaction that is competitive to the Company's, including its affiliates’, subsidiaries’, partners’, and clients’, business, including without limitation, any business that is engaged in a business substantially similar to the Company's business.

C. “Restricted Period” means during the period of engagement of employees, contractors, consultants, and interns, and for one (1) year thereafter. This period may be extended if, during the Restricted Period, there is a violation of any terms pertinent to this section.

II. Non-Competition

A. During the Restricted Period, employees, contractors, consultants, and interns will not, for any reason and whether on their own behalf or on behalf of any other person or entity, directly or indirectly:

1. Form, acquire, finance, assist, support, become associated with, or engage or participate in any Competitive Business; or

2. Sell or provide any service or product that is competitive or potentially competitive to any product or service that the Company or its client(s) sells, provides, or develops at any time.

B. For the purpose of conducting or engaging in any Competitive Business, employees, contractors, consultants, and interns will not:

1. Call upon, solicit, advise, or otherwise do (or attempt to call upon, solicit, advise, or do) business with any suppliers, customers, or accounts of the Company or any of its affiliates, subsidiaries, partners, and clients, or

2. Take away or interfere (or attempt to take away or interfere with) any customer, trade, business, or patronage of the Company or any of its affiliates, subsidiaries, partners, and clients.

II. Non-Solicitation

A. During the Restricted Period, employees, contractors, consultants, and interns will not, for any reason and whether on their own behalf or on behalf of another person or entity, directly or indirectly:

1. Interfere with, solicit, or hire (or attempt to interfere with, solicit, or hire) any officers, employees, service providers, contractors, clients, representatives, or agents of the Company or any of its affiliates, subsidiaries, partners, and clients; or

2. Induce or encourage (or attempt to induce or encourage) any officer, employee, service provider, contractor, client, representative, or agent of the Company or any of its affiliates, subsidiaries, partners, and clients to:

• Leave the employ or service of the Company or any of its affiliates, subsidiaries, partners, and clients, or

• Violate the terms of their contract with the Company or any of its affiliates, subsidiaries, partners, and clients.

II. Breach

A breach of any of the terms set forth in this Non-Solicitation and Non-Competition Notice will result in immediate termination of the employment/engagement and may subject the breaching party to legal action. The Company reserves the right to seek all available remedies, including but not limited to, injunctive relief, damages, and any other remedies provided by law or equity. Employees, contractors, consultants, and interns acknowledge that a breach of these terms would cause irreparable harm to the Company, and that monetary damages alone would not be a sufficient remedy.