Noncompetition Non-Solicitation Contract Clauses (9)

Noncompetition Non-Solicitation. 2.1 Covenant not to Compete. During the Term and for a period of six (6) months thereafter (the "Restricted Period"), Executive shall not engage in competition with the Company, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products for th...e treatment of opioid addiction or implantable long-term, continuous drug delivery (a "Competitive Entity"), except with the prior written consent of the Board. Ownership by Executive, in professionally managed funds over which the Executive does not have control or discretion in investment decisions, or as a passive investment, of less than five percent (5%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section. 2.2 Non-solicitation. During the Restricted Period, Executive shall not: (i) solicit or induce, or attempt to solicit or induce, any employee of the Company to leave the employ of the Company; or (ii) solicit or attempt to solicit the business of any client or customer of the Company with respect to products, services, or investments similar to those provided or supplied by the Company. 2.3 Acknowledgements. Executive acknowledges and agrees that her services to the Company pursuant to this Agreement are unique and extraordinary and that in the course of performing such services Executive shall have access to and knowledge of significant confidential, proprietary, and trade secret information belonging to the Company. Executive agrees that the covenant not to compete and the non-solicitation obligations imposed by this Section 2 are reasonable in duration, geographic area, and scope and are necessary to protect the Company's legitimate business interests in its goodwill, its confidential, proprietary, and trade secret information, and its investment in the unique and extraordinary services to be provided by Executive pursuant to this Agreement. If, at the time of enforcement of this Section 2, a court holds that the covenant not to compete and/or the non-solicitation obligations described herein are unreasonable or unenforceable under the circumstances then existing, then the Parties agree that the maximum duration, scope, and/or geographic area legally permissible under such circumstances will be substituted for the duration, scope and/or area stated herein. View More

Noncompetition Non-Solicitation. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. Th...e Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company's business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as he is an employee of the Company and for 24 months thereafter: (a) The Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the Company or any of its subsidiaries, engage in or assist any other person or entity to engage in any business which directly or indirectly competes with any business in which the Company or any of its subsidiaries is engaging or in which the Company or any of its subsidiaries plans to engage or is actively evaluating engaging, during or at the time of the termination of the Executive's engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any of its subsidiaries does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company or any of its subsidiaries, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any of its subsidiaries with, any person or entity who is, or was within the one year period immediately prior to the termination of the Executive's engagement hereunder, (i) employed by or a consultant to the Company or any of its subsidiaries or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any of its subsidiaries. 4 The Company herby agrees and acknowledges that the Executive serves on the Board of Directors and as a Consultant of YoWealthLi Venture Capital Company and its related entities during the Term of this Agreement. View More

Noncompetition Non-Solicitation. 10.1 In consideration of the transactions contemplated by this Agreement, and in order to protect and preserve the legitimate business interests of Social Reality, Suchter agrees as follows: 10.1.1 Commencing on the Closing Date and ending on the four (4) year anniversary of the Termination Date (the "Restricted Period"), Suchter shall not, anywhere in the United States, directly or indirectly, engage in any Competitive Activities (as defined below). Suchter shall be deemed to be engaged in Comp...etitive Activities if he serves as a stockholder, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any Person that engages in any Competitive Activities (a "Competitor"); provided, however, that in the event Mr. Suchter's employment is terminated by the Company Without Cause (as defined in the Employment Agreement), the Restricted Period shall end on the sixtieth (60th) day following such date of termination of his employment. In the event a court of competent jurisdiction determines that the provisions of this Section 10.1 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 10.1 shall be construed so that the remaining provisions of this Section 10.1 shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. The term "Competitive Activities" as used herein shall mean any activity that is directly competitive with the Business; provided, however, the term "Competitive Activities" shall not include, the ownership of securities of entities which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed five percent (5%) of the outstanding shares of any such entity or the ownership of the securities of the Persons set forth on Schedule 10.1 or any Person engaged in the Business or a business substantially the same as such Persons set forth on Schedule 10.1. 10.1.2 During the Restricted Period, (i) Suchter or any Affiliate of Suchter shall not, directly or indirectly, solicit or assist any third party in soliciting any Person who is, during the Restricted Period, a client or customer of the Business for purpose of reducing the level of business that such Person transacts with the Business, and (ii) Suchter or any Affiliate of Suchter shall not, directly or indirectly, solicit for employment or hire any persons who on the Termination Date are employees of Social Reality, unless such employee's 31 employment has been terminated by Social Reality other than for cause; provided, however, that this Agreement shall in no way restrict Suchter or any Affiliate of Suchter from hiring any person who first contacts Suchter or such Affiliate in response to a general advertisement for employment to the public in a newspaper of general circulation, on recruitment or similar website or by other similar means. 10.2 Social Reality and Suchter agree that the provisions and restrictions contained in this Section 10 are necessary to protect the legitimate continuing interests of Social Reality, and that any violation or breach of these provisions will result in irreparable injury to Social Reality for which monetary damages or any other remedy at law may be inadequate and that, in addition to any relief at law which may be available to Social Reality for such violation or breach and regardless of any other provision contained in this Agreement, Social Reality may be entitled to seek temporary and permanent injunctive relief (without the necessity of having to prove actual damages therefrom) and such other equitable relief as a court may grant. View More

Noncompetition Non-Solicitation. Notwithstanding Paragraph A on Exhibit A to the Existing Agreement, the "Restriction Period" shall (a) expire with respect to Paragraph A on Exhibit A on the later of December 31, 2016 or the termination of Executive's employment with the Company, and (b) expire with respect to Paragraph C on Exhibit A on March 31, 2017.