ServiceMagic 2010 Annual Report Download - page 141

(c) NON-SOLICITATION OF EMPLOYEES . Executive recognizes that he possesses and will possess Confidential Information about
other employees, consultants and contractors of the Company and its subsidiaries relating to their education, experience, skills, abilities,
compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its subsidiaries. Executive
recognizes that the information he possesses and will possess about these other employees, consultants and contractors is not generally known, is
of substantial value to the Company and its subsidiaries in developing their respective businesses and in securing and retaining customers, and
has been and will be acquired by Executive because of Executive’s business position with the Company. Executive agrees that, during
Executive’s employment with the Company, and for a period of eighteen (18) months thereafter, Executive will not, directly or indirectly, solicit
or recruit any employee of the Company or any of its subsidiaries (or any individual who was an employee of the Company or any of its
subsidiaries at any time during the six (6) months prior to such act of hiring, solicitation or recruitment) for the purpose of being employed by
Executive or by any business, individual, partnership, firm, corporation or other entity on whose behalf Executive is acting as an agent,
representative or employee and that Executive will not convey any such Confidential Information or trade secrets about other employees of the
Company or any of its subsidiaries to any other person except within the scope of Executive’s duties hereunder. Notwithstanding the foregoing,
Executive is not precluded from soliciting any individual who (i) responds to any public advertisement or general solicitation, or (ii) has been
terminated by the Company prior to the solicitation.
(d) NON-SOLICITATION OF BUSINESS PARTNERS . During Executive’s employment with the Company, and for a period of twelve
(12) months thereafter, Executive shall not, without the prior written consent of the Company, persuade or encourage any business partners or
business affiliates of the Company or its subsidiaries to cease doing business with the Company or any of its subsidiaries or to engage in any
business competitive with the Company or its subsidiaries.
(e) PROPRIETARY RIGHTS; ASSIGNMENT . All Employee Developments are and shall be made for hire by Executive for the
Company or any of its subsidiaries or affiliates. “ Employee Developments ” means any discovery, invention, design, method, technique,
improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or
operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to Executive or
work performed by Executive for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others,
during or after working hours (including before the Effective Date). All Confidential Information and all Employee Developments shall remain
the sole property of the Company or any of its subsidiaries or affiliates. Executive has not acquired and shall not acquire any proprietary interest
in any Confidential Information or Employee Developments developed or acquired during the Term or during Executive’s employment with the
Company before the Effective Date. To the extent Executive may, by operation of law or otherwise, acquire any right, title or interest in or to any
Confidential Information or Employee Development, Executive hereby assigns to the Company all such proprietary rights. Executive shall, both
during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and
instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or
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