3.
NO SOLLICITATION
The Parties agree that during the term of this Agreement, and for a period of [NUMBER] years following
the term of this Agreement the parties will not, in any manner or at any time, solicit or encourage any
person, firm, corporation or other business entity who are customers, clients, employees, independent
contractors, partners, vendors, suppliers, distributors, salesmen, business associates or referral sources
of the disclosing party, or who have any business or financial relationship with the disclosing party to
cease doing business with, or to in any way change or devalue or malign their business relationship with
the disclosing party, or to conduct or attempt to conduct business, directly or indirectly with the
receiving party outside of the relationship with the disclosing party.
4.
LIABILITY
The Parties hereto shall not have any liability or responsibility for errors or omissions in, or any business
decisions made by either party in reliance upon proprietary or confidential information disclosed under
this Agreement. Further, the Parties hereto assume all risk, known or unknown, incident to its use of
disclosed Confidential Information; and each party shall have no liability to each other, or any third party
or affiliate arising out of such use.
5.
RELATION WITH THIRD PARTIES
Except as otherwise permitted in this Agreement, neither party, nor their respective employees, officers,
directors, managers, members, affiliates, agents, or associates will directly or indirectly make any
contact with, deal with, or otherwise be involved with any third parties first introduced by either of
them to the other without the prior knowledge, consent and written approval of the introducing party,
which approval may be conditional, fractional or in its entirety.
6.
INDEMNIFICATION
Due to the nature of this Agreement, a violation therein of its terms by either party might cause
irreparable harm to the other party leaving no adequate remedy at law, therefore in the case of a
breach of this Agreement, the Parties consent in advance to entry of a preliminary injunction and
entitled to specific performance and, or other equitable relief granted by a court of competent
jurisdiction to the party claiming breach therein as a remedy for any such breach, and further waive any
requirement for securing or posting of any bond in connection with any such remedy.
7.
ENTIRE AGREEMENT
This Agreement contains the entire agreement of the Parties, and shall be binding, addendum and
collateral, to any and all previous or successor agreements unless this Agreement is modified or
cancelled by mutual consent. If any term of this Agreement shall be deemed by a court of competent
jurisdiction to be invalid, such invalidity shall not affect the validity of any other term herein.
8.
BINDING AGREEMENT
This Agreement shall bind the undersigned parties hereto, their corporations, affiliates and trustees, and
inure to the benefit of the undersigned parties hereto and their successors, assigns, affiliates,
subsidiaries, trustees and parent companies.