SELLER AND MARK ACKNOWLEDGE THAT TRAFFIX
AND PURCHASER ARE RELYING ON THE FOLLOWING NON-COMPETITION COVENANTS AS AN
ESSENTIAL INDUCEMENT AND CONDITION PRECEDENT TO THEIR ENTERING INTO THIS
AGREEMENT AND ACQUIRING THE ACQUIRED ASSETS HEREUNDER.
SELLER AND MARK FURTHER
ACKNOWLEDGE THAT THE POSITION OF MARK AS A SHAREHOLDER, OFFICER AND EMPLOYEE OF
SELLER REQUIRED, AND HIS POSITION WITH PURCHASER WILL REQUIRE, THE PERFORMANCE
OF SERVICES WHICH ARE SPECIAL, UNIQUE, EXTRAORDINARY AND OF AN INTELLECTUAL
CHARACTER, AND PLACED HIM IN A POSITION OF CONFIDENCE AND TRUST WITH SELLER AND
WILL PLACE HIM IN A POSITION OF CONFIDENCE AND TRUST WITH TRAFFIX AND
PURCHASER.
SELLER AND MARK THEREFORE AGREE THAT IT IS REASONABLE AND NECESSARY
FOR THE PROTECTION OF THE GOODWILL AND BUSINESS OF TRAFFIX AND PURCHASER,
INCLUDING, WITHOUT LIMITATION, THE GOODWILL ATTRIBUTABLE TO THE SELLER'S
BUSINESS, THAT SELLER AND MARK MAKE THE COVENANTS CONTAINED HEREIN.
SELLER AND
MARK ALSO ACKNOWLEDGE THAT TRAFFIX'S BUSINESS IS CONDUCTED AND ITS CUSTOMERS AND
PROSPECTIVE CUSTOMERS ARE LOCATED THROUGHOUT CANADA, THE UNITED STATES AND THE
WORLD AND THAT THEREFORE IT IS IMPOSSIBLE TO PLACE A GEOGRAPHIC LIMITATION UPON
THE SCOPE OF THE RESTRICTIVE COVENANTS CONTAINED IN THIS SECTION 7.8.
(B)
IN CONSIDERATION FOR THE PURCHASE PRICE,
EACH OF SELLER AND MARK AGREES THAT DURING THE RESTRICTIVE PERIOD (AS SUCH TERM
IS DEFINED BELOW), IT OR HE, AS THE CASE MAY BE, WILL NOT, DIRECTLY OR
INDIRECTLY THROUGH ANY AFFILIATE OR OTHER INTERMEDIARY (A) MANUFACTURE, PRODUCE,
SELL, MARKET OR OTHERWISE PROMOTE ANY COMPETITIVE PRODUCT (AS DEFINED BELOW) OR
SERVE
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AS A PARTNER, MEMBER, MANAGER, DIRECTOR, OFFICER OR EMPLOYEE OF, OR CONSULTANT
OR ADVISOR TO, OR IN ANY MANNER OWN, CONTROL, MANAGE, OPERATE OR OTHERWISE
PARTICIPATE OR INVEST IN, OR BE CONNECTED WITH, ANY INDIVIDUAL OR ENTITY THAT
ENGAGES IN THE MARKETING OR SALE OF COMPETITIVE PRODUCTS, OR AUTHORIZE THE USE
OF ITS OR HIS NAME IN CONNECTION THEREWITH, OR (B) FOR ITSELF OR HIMSELF, AS THE
CASE MAY BE, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR ENTITY, EMPLOY, ENGAGE OR
RETAIN ANY PERSON WHO AT ANY TIME DURING THE PRECEDING 12-MONTH PERIOD SHALL
HAVE BEEN AN EMPLOYEE OF TRAFFIX OR PURCHASER OR THEIR RESPECTIVE AFFILIATES, OR
CONTACT ANY SUPPLIER, CUSTOMER OR EMPLOYEE OF TRAFFIX OR PURCHASER OR THEIR
RESPECTIVE AFFILIATES FOR THE PURPOSE OF SOLICITING OR DIVERTING ANY SUCH
SUPPLIER, CUSTOMER OR EMPLOYEE FROM TRAFFIX OR PURCHASER OR THEIR RESPECTIVE
AFFILIATES OR OTHERWISE ADVERSELY AFFECTING PURCHASER'S BUSINESS.
AS USED IN
THIS AGREEMENT, THE TERM "COMPETITIVE PRODUCT" MEANS ANY PRODUCT OR SERVICE THAT
IS SUBSTANTIALLY SIMILAR TO ANY PRODUCT OR SERVICE DEVELOPED, MARKETED,
DISTRIBUTED OR SOLD BY (I) SELLER OR MARK OR ANY OF THEIR RESPECTIVE AFFILIATES
PRIOR TO THE DATE OF THIS AGREEMENT OR (II) TRAFFIX OR NEWCO OR THEIR RESPECTIVE
AFFILIATES DURING THE RESTRICTIVE PERIOD.
(C)
AS USED IN THIS AGREEMENT, THE TERM
"RESTRICTIVE PERIOD" MEANS THE DATE THAT IS THE FIVE (5) YEARS FROM THE CLOSING
DATE.
(D)
SELLER AND MARK ACKNOWLEDGE THAT A BREACH OF
THE PROVISIONS OF THIS SECTION 7.8 WOULD