GAIA » Topics » Non-competition and Nondisparagement

This excerpt taken from the GAIA 8-K filed Aug 9, 2005.
Non-competition and Nondisparagement:  During Executive’s employment and thereafter, Executive will not make any disclosure, issue any public statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to discourage suppliers, customers or employees of Company or to have a negative impact or adverse effect on Company, its major shareholders and/or any affiliate of any major shareholder.


Executive agrees that, without the prior written consent of the Company, signed by Company’s Chief Executive Officer, Executive will not, during the term of Executive’s employment by the Company or for a period of one year thereafter (i) accept employment with, serve as a consultant to, or accept compensation from any person, firm or corporation (including any new business started by Executive, either alone or with others) whose products and or services compete with those offered by Company, in any geographic market in which Company is then doing business or to Executive’s knowledge plans to do business, (ii) contact or solicit



any customers of the Company for the purposes of diverting any existing or future business of such customers to a competing source, (iii) contact or solicit any vendors to Company (directly or indirectly) for the purpose of causing, inviting or encouraging any such vendor to alter or terminate his, her or its business relationship with Company, or (iv) contact or solicit any employees of Company (directly or indirectly) for the purpose of causing, inviting or encouraging any such employee to alter or terminate his, her or its employment relationship with Company.


Executive agrees that this covenant is reasonable with respect to its duration, geographic area and scope.  It is the desire and intent of the parties that the provisions of this Section 4(a) shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular portion of this Section 4(a) shall be adjudicated to be invalid or unenforceable, this Section 4(a) shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 4(a) in the particular jurisdiction in which such adjudication is made.



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