Non-solicitation of customers, clients, and employees

During the term of this agreement and for two (2) years following its termination for any reason, neither client nor MbCure LLC shall:

• Directly or indirectly encourage any customers or clients of the other party to patronize another business or any similar business.
• Directly or indirectly request or advise any customer or client of the other party to withdraw, reduce, or cancel their business with the other party.
• Directly or indirectly disclose to any other person or entity the names or addresses of any customers or clients of the other party.
• Induce or attempt to induce any employee, agent, or former employee or agent of the other party to leave their employment with the other party, or hire any such individual in any business or capacity.
• Make any disparaging statements about the other party or any member, principal, officer, director, shareholder, employee, or agent to any person or entity.

Confidentiality

Each party shall keep confidential and not disclose to any other person or entity, or use for its own benefit (except as necessary to perform under this Agreement), any Confidential Information of the other party.

Non-competition

During the term of this agreement and for one (1) year following its termination for any reason, neither Client nor MbCure LLC shall:

• Directly or indirectly engage in any business activity that competes with the other party's business.
• Own, manage, operate, control, be employed by, participate in, or invest in any entity engaged in any business activity that competes with the other party's business.

Indemnification

Client shall indemnify, hold harmless, and defend MbCure LLC from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach by Client of this Agreement.

Term & termination

This Agreement shall commence on the date of the last signature below and continue in full force and effect for one (1) year. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless either party provides the other party with written notice of its intention not to renew at least thirty (30) days before the expiration of the current term.

Either party may terminate this Agreement for cause upon written notice to the other party if the other party:

• Breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
• Commits an act of bankruptcy or insolvency, makes an assignment for the benefit of creditors, or institutes any proceeding under any bankruptcy or insolvency law.

Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

Governing law and venue

This Agreement and all matters arising out of or relating to this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule.