Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Business" means the development, manufacture, formulation, marketing, advertising, promotion, distribution, and sale of consumer home cleaning products and consumer personal care products, including without limitation products of the type currently developed, manufactured, formulated, marketed, adve

Section 1.2 Interpretation. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders, and references to "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." References to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, suppl

Section 2.1 Non-Competition Covenant. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether individually or in concert with any other Person, and whether as a principal, agent, partner, member, manager, officer, director, employee, consultant, advisor, independent contractor, investor, lender, guarantor, or in any other capacity whatsoever: (a) engage in, own, manage, operate,

Section 2.2 Scope Limitation — Consumer Products Only. The Parties acknowledge and agree that the non-competition covenant set forth in Section 2.1 applies solely to consumer home cleaning products and consumer personal care products within the scope of the defined Business and does not restrict the Restricted Party from engaging in, owning, managing, operating, or otherwise participating in any business that is outs

Section 2.3 Permitted Activities and Exceptions. Notwithstanding Section 2.1, the following activities shall not constitute a violation of the non-competition covenant: (a) Passive Investment. The Restricted Party's ownership of not more than two percent (2%) of the outstanding equity securities of any Person whose securities are listed on a national securities exchange or traded on a nationally recognized over-the-c

ARTICLE III — NON-SOLICITATION OF EMPLOYEES

Section 3.1 Employee Non-Solicitation Covenant. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether individually or in concert with any other Person, and whether on his own behalf or on behalf of any other Person: (a) solicit, recruit, hire, or engage, or attempt to solicit, recruit, hire, or engage, any Transferred Employee for employment or engagement as an independent cont

Section 3.2 Exceptions to Employee Non-Solicitation. Notwithstanding Section 3.1, the following shall not constitute a violation of the employee non-solicitation covenant: (a) General Solicitations. The placement of general advertisements or postings for employment opportunities through newspapers, trade publications, Internet job boards, social media platforms (including Westmark Health IT general postings), or the

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS

Section 4.1 Customer Non-Solicitation Covenant. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether individually or in concert with any other Person, and whether on his own behalf or on behalf of any other Person: (a) solicit, divert, or take away, or attempt to solicit, divert, or take away, any Customer, or any prospective customer of the Business, for the purpose of provid

Section 4.2 Non-Interference with Suppliers and Vendors. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether individually or in concert with any other Person, and whether on his own behalf or on behalf of any other Person: (a) solicit, induce, or encourage, or attempt to solicit, induce, or encourage, any material supplier, vendor, service provider, or other business partner

Section 5.1 Confidentiality Obligations. The Restricted Party shall not, during or after the Restricted Period, directly or indirectly, use for his own benefit, or disclose, reveal, communicate, publish, or make available to any Person, any Confidential Information, except as expressly permitted by this Agreement or as authorized in writing by the Buyer. The Restricted Party acknowledges that the Confidential Informa

Section 5.2 Exceptions. The obligations of the Restricted Party under Section 5.1 shall not apply to Confidential Information that: (a) is or becomes generally available to the public or within the relevant industry other than as a result of a disclosure by the Restricted Party or any of his representatives, agents, or affiliates in violation of this Agreement; (b) was or becomes available to the Restricted Party on

Section 5.3 Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), the Restricted Party is hereby notified that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or

Section 5.4 Return of Materials. Upon the Closing Date, or at any time thereafter upon the Buyer's written request, the Restricted Party shall promptly return to the Buyer (or, at the Buyer's written direction, destroy) all documents, files, records, materials, notes, memoranda, reports, analyses, compilations, data, correspondence, electronic files, digital media, and all other tangible and intangible items in any f

ARTICLE VI — INTELLECTUAL PROPERTY NON-USE

Section 6.1 No Use of Acquired intellectual Property. The Restricted Party shall not, at any time during or after the Restricted Period, directly or indirectly: (a) use, adopt, display, or exploit any trademark, service mark, trade name, brand name, logo, trade dress, slogan, domain name, social media handle, or other identifier that is identical to, or confusingly similar to, "CleanLeaf," "PureHaven," or any other t

ARTICLE VII — ENFORCEMENT AND REMEDIES

Section 7.1 Acknowledgment of Irreparable Harm. The Restricted Party acknowledges and agrees that the covenants and obligations contained in Articles II, III, IV, V, and VI of this Agreement are of a special, unique, and extraordinary character, and that a breach or threatened breach of any such covenant or obligation would cause the Buyer irreparable injury and damage for which monetary damages alone would be an ina

Section 7.2 Injunctive Relief. In the event of a breach or threatened breach of any covenant or obligation contained in this Agreement, the Buyer shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and any other equitable relief as may be necessary or appropriate to restrain, prevent, or rem

Section 7.3 Extension of Restricted Period. If the Restricted Party violates any of the restrictive covenants set forth in Article II, Article III, Article IV, or Article VI of this Agreement, the Restricted Period applicable to such covenant shall be automatically extended by a period of time equal to the duration of such violation, commencing from the date on which such violation began and ending on the date on whi

Section 7.4 Accounting of Profits. In the event of any breach of any covenant or obligation contained in this Agreement, the Buyer shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, benefits, or other monies or consideration realized or received by the Restricted Party, directly or indirectly, as a result of, arising out of, or in connection with such breach. Suc

ARTICLE VIII — JUDICIAL MODIFICATION / BLUE PENCIL

Section 8.1 Severability and Reformation. If any provision of this Agreement, or any portion thereof, is found by a court of competent jurisdiction or an arbitral tribunal to be invalid, illegal, or unenforceable for any reason, including without limitation because such provision is deemed to be excessive in duration, geographic scope, or scope of restricted activity, such provision shall not be rendered void but sha

Section 8.2 Independence of Covenants. Each of the restrictive covenants set forth in Articles II, III, IV, V, and VI of this Agreement constitutes a separate, independent, and severable covenant and obligation. The invalidity, illegality, or unenforceability of any one covenant or provision shall not affect, impair, or render unenforceable any other covenant or provision of this Agreement, and each such covenant and

ARTICLE IX — REPRESENTATIONS AND WARRANTIES OF RESTRICTED PARTY The Restricted Party hereby represents and warrants to the Buyer as follows:

Section 9.1 Authority and Capacity. The Restricted Party has full legal capacity and authority to execute, deliver, and perform this Agreement and to carry out his obligations hereunder. This Agreement has been duly executed and delivered by the Restricted Party and constitutes the legal, valid, and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, subj

Section 9.2 No Conflicts. The execution, delivery, and performance of this Agreement by the Restricted Party do not and will not (a) conflict with, violate, or result in a breach of any agreement, contract, instrument, or understanding, whether written or oral, to which the Restricted Party is a party or by which the Restricted Party is bound; (b) violate any order, judgment, decree, writ, injunction, or ruling of an

Section 9.3 Reasonableness. The Restricted Party represents and acknowledges that he has carefully reviewed the terms, conditions, and restrictions of this Agreement, and that the restrictive covenants contained herein are reasonable and necessary in scope, duration, and geographic reach to protect the legitimate business interests of the Buyer in the Acquired Assets, including without limitation the goodwill, custom

Section 9.4 Adequate Consideration. The Restricted Party acknowledges and agrees that the consideration provided under the Purchase Agreement, including a material portion of the Ninety-Five Million Dollar ($95,000,000) Purchase Price payable thereunder, constitutes adequate, sufficient, and valuable consideration for the covenants, obligations, and restrictions contained in this Agreement. The Restricted Party furth

ARTICLE X — GENERAL PROVISIONS

Section 10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The governing l

Section 10.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York, in each case sitting in the Borough of Manhattan, City and State of New York, for purposes of any action, suit, or proceeding arising out of or relating

Section 10.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT ACTION, SUIT, OR PROCEEDING.

Section 10.4 Entire Agreement. This Agreement, together with the Purchase Agreement, the intellectual Property Assignment Agreement, the Transition Services Agreement (if any), and the other transaction documents executed and delivered in connection with the transactions contemplated by the Purchase Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersede

Section 10.5 Amendment and Waiver. No amendment, modification, supplement, or restatement of any provision of this Agreement shall be effective unless made in writing and signed by both Parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power

Section 10.6 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Buyer may assign this Agreement, in whole or in part, without the prior written consent of the Restricted Party, to (a) any affiliate of the Buyer, (b) any successor in interest to

Section 10.7 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) on the date sent, if sent by email (with confirmation of receipt) prior to 5:00 p.m. Eastern Time on a business day, or on the next business day if sent after 5:00 p.m.

Section 10.8 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be as effective as delivery of an original executed counterpart.

Section 10.9 Construction. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement. The word "or" is not exclusive. The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular section, article, or other subdivision.

Section 10.10 No Third-Party Beneficiaries. Except as expressly provided in this Section 10.10, this Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of t

Section 10.11 Attorneys' Fees and Costs. In any action, suit, or proceeding to enforce this Agreement, to obtain a declaration of the rights of the Parties under this Agreement, or otherwise arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses (including fees, costs, and expenses of expert witn