During the term of this Agreement and for two (2) years after its termination for any reason, Client and BillSmart MD LLC agree not to:

● Directly or indirectly induce any customers or clients of the other party to engage with a competitor or 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.

● Disclose to any third party the names or addresses of any of the other party’s customers or clients.

● Induce or attempt to induce any employee, agent, or former employee or agent of the other party to leave their employment or hire them in any capacity.

● Make any disparaging statements about the other party or any of its members, principals, officers, directors, shareholders, employees, or agents to any person or entity.

Confidentiality

Each party agrees to maintain confidentiality and not disclose or use any Confidential Information of the other party for its benefit, except as necessary to perform under this Agreement.

Non-Competition

During the term of this Agreement and for one (1) year after its termination for any reason, Client and BillSmart MD LLC agree not to:

● 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 that competes with the other party’s business.

Indemnification

The Client shall indemnify, hold harmless, and defend BillSmart MD 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 of this Agreement by the Client.

Term and Termination

This Agreement shall commence on the date of the last signature and remain in effect for one (1) year. It will automatically renew for successive one (1) year terms unless either party provides written notice of intent not to renew at least thirty (30) days before the current term expires.

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

● Breaches any material provision of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice.

● Commits an act of bankruptcy, insolvency, makes an assignment for the benefit of creditors, or institutes any proceeding under bankruptcy or insolvency law.

Severability

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

Governing Law and Venue

This Agreement and all matters arising out of or related to it shall be governed by the laws of the State of New York, without regard to any conflict of law provisions.