PERIOD AFTER TERMINATION OF HIS EMPLOYMENT WITH EMPLOYER FOR ANY REASON,
INCLUDING EXPIRATION OF THIS AGREEMENT, CONTINUING FOR THE LONGER OF THREE
(3) YEARS AFTER THE EFFECTIVE DATE OR ONE (1) YEAR AFTER SUCH TERMINATION (THE
"RESTRICTED PERIOD"), HE WILL NOT COMPETE WITH EMPLOYER, OR ANY OF ITS
AFFILIATES, IN ANY GEOGRAPHIC MARKET WHERE EMPLOYER, OR ANY OF ITS AFFILIATES,
IS SELLING OR PROVIDING GOODS OR SERVICES, OR HAS SOLD OR PROVIDED GOODS OR
SERVICES DURING THE PRECEDING TWELVE (12) MONTHS, BY ENGAGING IN THE CONCEPTION,
DESIGN, DEVELOPMENT, PRODUCTION, MARKETING, OR SERVICING OF ANY PRODUCT OR
SERVICE THAT IS DIRECTLY COMPETITIVE WITH THE PRODUCTS OR SERVICES WHICH
EMPLOYER, OR ANY OF ITS AFFILIATES, PROVIDES, AND THAT HE WILL NOT WORK FOR, IN
ANY CAPACITY, ASSIST, OR BECOME AFFILIATED WITH AS AN OWNER, PARTNER, ETC.,
EITHER DIRECTLY OR INDIRECTLY (OTHER THAN AS THE OWNER OF LESS THAN ONE PERCENT
(1%) OF THE SHARES OF ANY PUBLICLY-TRADED COMPANY), ANY INDIVIDUAL OR BUSINESS
WHICH OFFERS OR PERFORMS SERVICES, OR OFFERS OR PROVIDES PRODUCTS DIRECTLY
COMPETITIVE WITH THE SERVICES AND PRODUCTS PROVIDED BY EMPLOYER, OR ANY OF ITS
AFFILIATES. NOTWITHSTANDING THE FOREGOING, THIS SECTION 9(B) SHALL NOT PRECLUDE
EXECUTIVE FROM BECOMING AN EMPLOYEE OF, OR FROM OTHERWISE PROVIDING SERVICES TO,
A SEPARATE DIVISION OR OPERATING UNIT OF A MULTI-DIVISIONAL BUSINESS OR
ENTERPRISE (A "DIVISION") IF: (I) THE DIVISION BY WHICH EXECUTIVE IS EMPLOYED,
OR TO WHICH EXECUTIVE PROVIDES SERVICES, IS NOT COMPETITIVE WITH EMPLOYER'S
BUSINESS (WITHIN THE MEANING OF THIS SECTION 9(B)), AND (II) EXECUTIVE DOES NOT
PROVIDE SERVICES OR INFORMATION RELATING TO THE BUSINESS OF EMPLOYER, DIRECTLY
OR INDIRECTLY, TO ANY OTHER DIVISION OR OPERATING UNIT OF SUCH MULTI-DIVISIONAL
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BUSINESS OR ENTERPRISE WHICH IS COMPETITIVE WITH EMPLOYER'S BUSINESS (WITHIN THE
MEANING OF THIS SECTION 9(B)).
(C)
CONFLICTS OF INTEREST. EXECUTIVE AGREES THAT FOR THE DURATION OF
THIS AGREEMENT, HE WILL NOT KNOWINGLY ENGAGE, EITHER DIRECTLY OR INDIRECTLY, IN
ANY CONFLICT OF INTEREST, AND THAT EXECUTIVE WILL PROMPTLY INFORM A CORPORATE
OFFICER OF EMPLOYER AS TO EACH OFFER RECEIVED BY EXECUTIVE TO ENGAGE IN ANY SUCH
ACTIVITY. EXECUTIVE FURTHER AGREES TO DISCLOSE TO EMPLOYER ANY OTHER FACTS OF
WHICH EXECUTIVE BECOMES AWARE WHICH MIGHT REASONABLY BE CONSIDERED TO INVOLVE OR
GIVE RISE TO A CONFLICT OF INTEREST OR POTENTIAL CONFLICT OF INTEREST. EMPLOYER
ACKNOWLEDGES AND AGREES THAT EXECUTIVE'S AND EXECUTIVE'S FAMILY'S CONTINUED
OWNERSHIP AND MANAGEMENT OF SARLA INFOTECH LIMITED, WHICH IS THE LANDLORD OF
PREMISES USED BY EMPLOYER'S SUBSIDIARY IN INDIA, SHALL NOT CONSTITUTE A
PROHIBITED CONFLICT OF INTEREST OR VIOLATION HEREUNDER.
(D)
NON-SOLICITATION OF CUSTOMERS. EXECUTIVE FURTHER AGREES THAT FOR
THE DURATION OF THIS AGREEMENT, AND FOR THE RESTRICTED PERIOD, HE WILL NOT
SOLICIT OR ACCEPT ANY BUSINESS FROM ANY CUSTOMER OR CLIENT OR PROSPECTIVE
CUSTOMER OR CLIENT OF EMPLOYER, OR ANY OF ITS AFFILIATES, WITH WHOM EXECUTIVE
PERSONALLY DEALT OR SOLICITED IN THE LAST TWELVE (12) MONTHS EXECUTIVE WAS
EMPLOYED BY EMPLOYER.
(E)
NON-SOLICITATION OF EMPLOYEES. EXECUTIVE AGREES THAT FOR THE
DURATION OF THIS AGREEMENT, AND FOR THE RESTRICTED PERIOD,