NON-SOLICITATION AGREEMENT This Non-Solicitation Agreement (“Agreement”), dated as of __________ (“Effective Date”) is entered into by and among Name of Company a __________(enter state name) corporation and Name of individual, company or entity. RECITALS: A. Name of individual, company or entity. and the Name of Company entered into an Asset Purchase Agreement dated as of DATE (the “Asset Purchase Agreement”). B. Name is the Title of _________. and in that capacity is involved in the Internet service provider business and acclaimed customer care and support (the “Business”). C. Pursuant to the Paragraph ______ of the Asset Purchase Agreement, Name promised to enter into a Non-Solicitation Covenant following Closing under the Asset Purchase Agreement, whereby Name would agree not to solicit customers of Company 1 or the Company 2 in an attempt to provide goods or services to any such customer related to the Business. D. This Agreement is the Non-Solicitation Covenant referenced in the Asset Purchase Agreement. NOW THEREFORE, in consideration of the Recitals above, the consideration as set forth in the Asset Purchase Agreement, the mutual covenants, agreements, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Recitals above are incorporated as covenants of this Agreement as though fully set forth herein. 2. Defined terms in the Asset Purchase Agreement shall, unless otherwise specified herein, have the same meaning in this Agreement. 3. Name promises, commencing as of Closing under the Asset Purchase Agreement and continuing for a period of three (3) years thereafter, that s/he will not, directly or indirectly, by himself or herself or through others (a) solicit customers of Company 1 or the Company 2, in an attempt to provide goods or services to any such customer that are in direct competition with the Business; or (b) sell goods or services that are in direct competition with the Business to any customers of Company 1 or the Company 2. 4. Any party hereto may with respect to any other party hereto (a) extend the time for the performance of any of the obligations or other acts, and (b) waive 2 compliance with any of the provisions of this Agreement. No waiver of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver of any right under this Agreement shall be construed as a waiver of any other right. 5. All communications provided for herein shall be in writing and shall be delivered in accordance with the Notices provisions set forth in Section ______ of the Asset Purchase Agreement. 6. This Agreement and the rights and duties of the parties hereto shall be construed and determined in accordance with the laws of the State of_____, without regard to the choice of laws provisions thereof. In the event of a dispute arising out of or related to this Agreement, all parties agree to litigate said dispute or disputes in either the General District Court of ________ County, State of or the Circuit Court of ______ County, State of _____. As money damages may not be an adequate remedy for a breach of this Agreement, the parties stipulate that an equitable remedy, including injunctive relief, may be sought to redress a breach of this Agreement. 7. In case any one or more of the provisions, subsections, or sentences contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. IN WITNESS WHEREOF, the undersigned have executed this Non-Solicitation Agreement, effective as of the Effective Date. NAME: Name NAME: a ________ corporation By: 3 Name, Title NAME: INC., a ________ corporation By: Name, Title