Non-Compete Agreement

"Competing Business" means any business that develops, markets, sells or provides , or any other product or service that competes with a product or service the Company offered, or had documented plans to offer, as of the Termination Date (defined below).

"Restricted Activity" means directly or indirectly owning, managing, operating, controlling, being employed by, consulting for, or otherwise participating in a Competing Business, whether as an owner, partner, officer, employee, contractor, agent or investor, other than as permitted under "Permitted Activities" below.

During the Restricted Party's engagement with the Company, and for the Restricted Period following the date that engagement ends for any reason (the "Termination Date"), the Restricted Party shall not engage in any Restricted Activity within the Restricted Area.

This restriction applies regardless of whether the engagement ends voluntarily or involuntarily, with or without cause, and regardless of which Party ends it.

The "Restricted Period" is from the Termination Date. The Parties agree this period is no longer than reasonably necessary to protect the Company's legitimate business interests, including its confidential information, trade secrets, customer relationships and goodwill.

The "Restricted Area" is . The Restricted Area is limited to the area in which the Restricted Party actually worked, had customer contact, or had access to Confidential Information on the Company's behalf, and is no broader than reasonably necessary to protect the Company's legitimate business interests.

The Restricted Party enters into this Agreement in exchange for , the receipt and sufficiency of which the Restricted Party acknowledges. Where applicable law requires additional or independent consideration for a non-compete agreement signed after the engagement has already begun, the consideration described above is intended to satisfy that requirement.

Nothing in this Agreement prevents the Restricted Party from:

1. owning, as a passive investment, up to of the outstanding securities of a publicly traded company that is a Competing Business;

2. using general skills, knowledge, training and experience gained during the engagement, other than the Company's Confidential Information or trade secrets, in a field or business that is not a Competing Business;

3. accepting a role with a Competing Business that does not involve Restricted Activity, where the Company agrees in writing that the role falls outside this Agreement; or

4. engaging in any activity that applicable law does not permit the Company to restrict.

This Agreement addresses only the competitive activity described above. It does not, by itself, restrict the Restricted Party from soliciting the Company's customers, clients or employees after the Termination Date, or from using or disclosing the Company's confidential information — those matters are addressed, if at all, in a separate non-solicitation agreement or confidentiality agreement between the Parties, and continue to apply on their own terms regardless of this Agreement.

The Parties agree that the scope of Restricted Activity, the Restricted Area and the Restricted Period, taken together, are reasonable and no broader than necessary to protect the Company's legitimate business interests, given the Restricted Party's role, access to Confidential Information, and customer or client relationships.

If a court or arbitrator finds any part of this Agreement broader than the maximum permitted by applicable law, the Parties intend for it to be narrowed, or "blue-penciled," to the maximum scope, area or period the law allows, rather than voided altogether, and the rest of this Agreement remains in force.

Enforceability of a non-compete agreement varies significantly by jurisdiction, and several jurisdictions restrict or entirely prohibit them for some or all categories of worker. This Agreement is intended to be enforced only to the extent applicable law permits. Where the law governing this Agreement voids, narrows, or otherwise limits a restriction stated here — including based on the Restricted Party's occupation, income, or the circumstances of the separation — that law controls, and this Agreement is limited accordingly without affecting any other provision.

The Restricted Party acknowledges that a breach of this Agreement would cause the Company harm that money damages alone could not adequately remedy, and that the Company may seek an injunction or other equitable relief to enforce this Agreement, in addition to damages and any other remedy available at law.

This Agreement and any dispute arising out of it are governed by the laws of , without regard to conflict-of-law rules, except that where a mandatory rule of the jurisdiction in which the Restricted Party primarily worked applies its own law to this Agreement despite this clause, that mandatory rule controls. The Parties submit to the exclusive jurisdiction of the courts of .

This Agreement is the entire agreement between the Parties about the subject matter above, and replaces any earlier understanding on that subject; it does not replace or amend any separate employment, confidentiality, non-solicitation or invention-assignment agreement between the Parties. It may only be amended in writing signed by both Parties.

The Company may assign this Agreement to a successor that acquires all or substantially all of its business, including through a merger, sale or reorganization; the Restricted Party may not assign it. If any provision is held unenforceable, the rest continues in force. A failure to enforce any provision is not a waiver of it.

This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.