This Agreement is entered into on 27 December 2024

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE (the Employee)

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the Company)

Whereas

FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the Employee agrees not to compete with or solicit from the Company, or its successors or assigns, subject to the terms and conditions of this Agreement.

It is agreed as follows:

1. Interpretation

1.1 In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:

Business means any and all business which is now or at any time after the date of this Agreement conducted by the Company;

Compete means to own, manage, operate, engage, consult or to be employed or as agent in a business substantially similar to, or directly or indirectly in competition with the Business of the Company; and

Solicit means (i) to solicit, induce, hire, recruit directly or indirectly the Company's customers, clients, directors, officers, employees and consultants to terminate their relationship with the Company; or (ii) to enter into another arrangement with the a third party and circumventing the Company.

"Confidential and Proprietary Information" means all technical and non-technical information of the Company and/or its licensors (including but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, research and development, software and hardware, APIs, specifications, designs, proprietary formulae and proprietary algorithms), which information is identified as being confidential or proprietary.

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