For the purposes of this Agreement, the following capitalized terms shall have the meanings ascribed to them below, and such definitions shall apply equally to both the singular and plural forms of the terms defined.

"Confidential Information" shall mean any and all non-public, proprietary, or confidential information disclosed to or acquired by the Employee during the course of employment with the Employer, whether in oral, written, electronic, visual, or any other form, including without limitation trade secrets, business plans, financial data, pricing information, customer and supplier lists, marketing strategies, technical data, software, formulae, processes, know-how, research and development, and any other information that derives independent economic value from not being generally known to the public or competitors.

"Client" shall mean any natural or legal person, firm, partnership, corporation, or other entity to whom the Employer has provided services or products, or with whom the Employer has had material business dealings, or to whom the Employer has made a formal proposal, during the period of twenty-four (24) months immediately preceding the Termination Date, and with whom the Employee had material contact or about whom the Employee acquired Confidential Information in the course of employment.

"Prospective Client" shall mean any person or entity that the Employer has actively solicited, courted, or pitched for business during the period of twelve (12) months immediately preceding the Termination Date, and in respect of which the Employee was involved in or had knowledge of such solicitation.

"Competing Business" shall mean any business, undertaking, enterprise, or activity, whether conducted directly or indirectly, which is engaged in or proposes to engage in the provision of products or services that are the same as, substantially similar to, or in competition with any product or service provided or being developed by the Employer as of the Termination Date, and with respect to which the Employee performed duties or had access to Confidential Information.

"Restricted Period" shall mean the period commencing on the Termination Date and continuing for a duration of six (6) months thereafter, subject to the conditions and limitations set forth in this Agreement.

"Restricted Territory" shall mean the geographic area comprising [City/Region 1], [City/Region 2], and [City/Region 3], being those territories in which the Employer conducts material business operations and in which the Employee performed services or had responsibilities on behalf of the Employer.

"Termination Date" shall mean the effective date on which the Employee's employment with the Employer ceases for any reason, as determined in accordance with the Employment Agreement.

The headings and captions used in this Agreement are inserted for convenience of reference only and shall in no manner limit, define, or expand the construction or interpretation of the provisions hereof. References to clauses, sections, and sub-sections shall, unless the context otherwise requires, be references to clauses, sections, and sub-sections of this Agreement.

The Employee hereby acknowledges and agrees that, by virtue of the position of trust and confidence to be occupied with the Employer, the Employee shall acquire, develop, and have access to Confidential Information, specialized training, trade secrets, and valuable client relationships, the unauthorized use or disclosure of which would cause substantial and irreparable harm to the Employer.

The Employee acknowledges that the Employer has invested, and will continue to invest, substantial time, effort, and financial resources in the development of its business, including the cultivation of client relationships, the training of personnel, and the development of Confidential Information, and that the Employer has a legitimate business interest in protecting such investments.

The Employee acknowledges that the restrictive covenants set forth herein are a material inducement to the Employer's decision to employ the Employee, to disclose Confidential Information, and to afford the Employee access to Clients and business opportunities.

The Employee acknowledges having had a full and fair opportunity to review this Agreement, to consult with independent legal counsel of the Employee's own choosing at the Employee's own expense, and to negotiate the terms hereof prior to execution.

The Employee acknowledges that the restrictions imposed by this Agreement are reasonable in scope, duration, and geographic application, and are no greater than reasonably necessary to protect the legitimate business interests of the Employer.

The Employee further acknowledges that compliance with the covenants contained herein shall not unreasonably impair the Employee's ability to earn a livelihood in the Employee's chosen profession or occupation, and that alternative employment opportunities exist outside the scope of the restrictions set forth in this Agreement.

The Employee acknowledges that any breach of this Agreement would cause the Employer harm that could not be adequately compensated by monetary damages alone, and that the Employer shall accordingly be entitled to the equitable relief specified herein.

During the Restricted Period and within the Restricted Territory, the Employee shall not, directly or indirectly, whether on the Employee's own behalf or on behalf of any other person or entity, solicit, canvass, approach, entice away, or endeavour to solicit, canvass, approach, or entice away any Client or Prospective Client for the purpose of providing products or services that are the same as, or substantially similar to, those provided by the Employer.

The restrictions set forth in this section shall apply only in respect of those Clients and Prospective Clients with whom the Employee had material contact, dealings, or communications during the twenty-four (24) months preceding the Termination Date, or in respect of whom the Employee acquired Confidential Information during the course of employment.

During the Restricted Period, the Employee shall not accept or transact business with, or provide services to, any Client or Prospective Client in connection with any Competing Business, regardless of which party initiated the contact, where such business or services would compete with the Employer's offerings.

The Employee shall not, during the Restricted Period, induce or attempt to induce any Client, Prospective Client, supplier, licensee, or other business relation of the Employer to cease doing business with the Employer, to reduce the volume or scope of business conducted with the Employer, or to alter the terms of its relationship with the Employer in any manner adverse to the Employer.

Nothing in this section shall be construed to prohibit general advertising or solicitation not specifically targeted at Clients or Prospective Clients, nor shall it prohibit the Employee from providing services to any person or entity that was not a Client or Prospective Client within the meaning of this Agreement.

The Employee acknowledges that the identity of Clients and Prospective Clients, the nature and extent of their requirements, and the terms of their dealings with the Employer constitute Confidential Information, the misuse of which would unjustly enrich any competitor of the Employer.

During the Restricted Period and within the Restricted Territory, the Employee shall not, directly or indirectly, whether as owner, partner, shareholder, director, officer, employee, consultant, agent, independent contractor, or in any other capacity, engage in, carry on, be employed by, provide services to, or have any financial interest in any Competing Business.

The prohibition contained herein shall extend to the provision of any services, in any capacity, to a Competing Business where such services are the same as, or substantially similar to, those services performed by the Employee for the Employer during the twenty-four (24) months immediately preceding the Termination Date, or where such services would reasonably require the use or disclosure of Confidential Information.

Notwithstanding the foregoing, the Employee shall not be prohibited from holding, as a passive investor, not more than one percent (1%) of the issued share capital of any publicly listed company whose shares are traded on a recognized securities exchange, provided that the Employee takes no active role in the management or operations of such company.

The Employee shall not, during the Restricted Period, provide to any Competing Business any advice, assistance, consultancy, or information that relates to or is derived from the Employee's employment with the Employer, nor shall the Employee facilitate the entry of any third party into a Competing Business within the Restricted Territory.

The Employee shall promptly disclose to any prospective employer or principal, prior to accepting any engagement during the Restricted Period, the existence and material terms of this Agreement, and the Employer shall be entitled to communicate the terms of this Agreement to any such prospective employer or principal.

The Employee further covenants not to establish, incorporate, or otherwise form any new entity for the purpose of engaging in a Competing Business during the Restricted Period, nor to prepare to do so in a manner that would, upon commencement of operations, constitute a breach of this Agreement.

The scope of this non-compete covenant is expressly limited to those lines of business, product categories, and service offerings of the Employer in which the Employee was materially involved or regarding which the Employee acquired Confidential Information.

The restrictions set forth in this Agreement shall commence on the Termination Date and shall continue in full force and effect for a period of six (6) months thereafter, constituting the Restricted Period as defined herein.

The duration of six (6) months has been fixed by the Parties as reasonable and proportionate, taking into account the nature of the Employer's business, the sensitivity of the Confidential Information, the scope of the Employee's responsibilities, and the time reasonably required for the Employer to protect its legitimate interests following the cessation of the Employee's employment.

In the event that the Employee is found by a court of competent jurisdiction to have breached any provision of this Agreement, the Restricted Period applicable to the breached provision shall be extended by a period equal to the duration of such breach, so that the Employer shall receive the full benefit of the bargained-for restrictive covenants.

The Restricted Period shall run concurrently with any other post-employment restrictive covenant period arising under the Employment Agreement or any other agreement between the Parties, except where such other agreement expressly provides for a longer period, in which case the longer period shall prevail with respect to the subject matter thereof.

The expiration of the Restricted Period shall not relieve the Employee of any obligation accrued prior to such expiration, nor shall it terminate the Employee's continuing obligations with respect to Confidentiality, which shall survive in accordance with their own terms.

The Parties acknowledge that the duration of the Restricted Period has been determined after due consideration of the balance between the Employer's legitimate interests and the Employee's right to pursue gainful employment following the end of the employment relationship.

The restrictive covenants contained in this Agreement shall apply upon termination of the Employee's employment only in the following circumstances: (i) where the Employee voluntarily resigns from employment with the Employer; or (ii) where the Employer terminates the Employee's employment for cause as defined in the Employment Agreement or at applicable law.

For the avoidance of doubt, the restrictions set forth in this Agreement shall not apply, and shall be of no force or effect, in the event that the Employee's employment is terminated by the Employer without cause, by reason of redundancy, by mutual agreement of the Parties, upon expiration of a fixed-term employment contract without renewal, or in consequence of the Employer's material breach of the Employment Agreement.

The term "cause" shall bear the meaning ascribed to it in the Employment Agreement; in the absence of such definition, it shall mean the Employee's wilful misconduct, material breach of duty, gross negligence, dishonesty, conviction of a criminal offence involving moral turpitude, or persistent failure to perform assigned duties after written notice and opportunity to cure.

The determination of whether the Employee's resignation or dismissal falls within the triggering circumstances shall be made in good faith, and the Employee shall have the right to contest any such determination through the dispute resolution mechanism set forth herein.

If, following termination of employment, it is finally determined by a competent tribunal that the termination did not qualify as a resignation or dismissal for cause within the meaning of this section, the restrictive covenants shall be deemed never to have applied, and any losses suffered by the Employee as a direct result of compliance with such covenants during the interim shall be a factor in any assessment of damages.

The Employer shall provide written notice to the Employee at the time of termination indicating whether the Employer regards the circumstances as triggering the restrictive covenants hereunder, which notice shall be without prejudice to the Employee's right to dispute the characterization.

The restrictions set forth in Sections concerning Non-Solicitation of Clients and Non-Compete Covenant shall apply only within the Restricted Territory, which comprises the specific cities and regions identified herein, being [City/Region 1], [City/Region 2], and [City/Region 3].

The Parties expressly acknowledge that the Restricted Territory corresponds to those geographic areas in which the Employer conducts material business operations and in which the Employee performed services, exercised responsibilities, or had material contact with Clients during the twenty-four (24) months preceding the Termination Date.

The geographic scope has been deliberately limited to specific cities and regions, rather than extended on a nationwide or multinational basis, in order to ensure that the restrictions are no broader than reasonably necessary to protect the Employer's legitimate business interests.

The Employee shall remain free to engage in any employment, business, or professional activity, including activity in a Competing Business, in any geographic area outside the Restricted Territory, subject only to the Employee's continuing confidentiality obligations and the non-solicitation provisions that apply irrespective of geography.

For purposes of determining whether a given activity occurs within the Restricted Territory, the location of the activity shall be deemed to be the place where the services are physically rendered, where the Client to whom services are provided is based, or where the Competing Business predominantly operates.

In the event that the Employer ceases to conduct material business within any portion of the Restricted Territory during the Restricted Period, the Restricted Territory shall be deemed automatically reduced to exclude such portion, and the restrictions shall apply only to the remaining area in which the Employer continues to maintain material operations.

During the Restricted Period, the Employee shall not, directly or indirectly, solicit, induce, encourage, or endeavour to solicit, induce, or encourage any employee, officer, consultant, or independent contractor of the Employer to terminate or alter such person's employment, engagement, or contractual relationship with the Employer.

The restriction set forth in this section shall apply in respect of any person who was employed or engaged by the Employer at any time during the six (6) months preceding the Termination Date and with whom the Employee had material contact or working relationship during the course of employment.

During the Restricted Period, the Employee shall not hire, engage, or retain, directly or indirectly, in any capacity, any person covered by the restriction above, whether for the Employee's own benefit or for the benefit of any third party, including any Competing Business.

The Employee shall not, during the Restricted Period, assist any third party in soliciting, hiring, or engaging any such person, nor shall the Employee provide information, references, introductions, or recommendations intended to facilitate such solicitation or hiring.

Nothing in this section shall prohibit the publication of general advertisements for employment opportunities not specifically targeted at employees or contractors of the Employer, nor the hiring of any person who responds to such general advertisements on an unsolicited basis without prior encouragement from the Employee.

The Employee acknowledges that the Employer has invested significant resources in the recruitment, training, and retention of its personnel and contractors, and that the stability of its workforce constitutes a legitimate business interest warranting protection under this Agreement.

The Employee shall, both during and after the term of employment, hold in strict confidence and shall not use, disclose, publish, or disseminate, directly or indirectly, any Confidential Information for any purpose other than the performance of the Employee's duties for the Employer, except with the prior written consent of the Employer or as required by law.

The Employee's obligations with respect to Confidential Information shall continue indefinitely following the Termination Date and shall not be limited by the expiration of the Restricted Period, except that information that lawfully enters the public domain through no act or omission of the Employee shall cease to be subject to the obligations hereunder.

The Employee shall take all reasonable precautions to safeguard Confidential Information from unauthorized access, use, or disclosure, including by observing all security protocols and policies established by the Employer and by refraining from storing or transmitting Confidential Information through unapproved means.

Upon the Termination Date, or earlier upon the request of the Employer, the Employee shall promptly return to the Employer all documents, materials, devices, records, and other items containing or embodying Confidential Information, together with all copies, extracts, and derivatives thereof, in whatever form held, and shall permanently delete any such information held in electronic form on personal devices.

If the Employee is compelled by law, court order, or governmental authority to disclose any Confidential Information, the Employee shall, to the extent legally permissible, promptly notify the Employer in writing in advance so as to afford the Employer a reasonable opportunity to seek a protective order or other appropriate remedy.

The obligations set forth in this section are in addition to, and not in substitution for, any other confidentiality obligations arising under the Employment Agreement, at common law, in equity, or under applicable statute, and all such obligations shall be construed cumulatively.

The Employee acknowledges that the misuse or unauthorized disclosure of Confidential Information would constitute a material breach of this Agreement and would entitle the Employer to seek the remedies specified herein.

The Parties expressly acknowledge and agree that the consideration for the Employee's covenants and undertakings set forth in this Agreement consists of the Employee's employment by the Employer, the salary, bonuses, benefits, and other compensation payable to the Employee under the Employment Agreement, and the Employer's commitment to afford the Employee access to Confidential Information, training, and client relationships.

No separate or additional payment shall be due to the Employee in respect of the restrictive covenants contained herein, the Parties having expressly agreed that the compensation payable under the Employment Agreement is adequate and sufficient consideration for the obligations undertaken hereunder.

The Employee acknowledges that the opportunity to be employed by the Employer, together with the access to Confidential Information and client relationships afforded thereby, constitutes valuable consideration that the Employee would not otherwise have received, and that such consideration fully supports the enforceability of the restrictive covenants.

The Employee further acknowledges that the Employer would not have offered employment, or would not have continued to employ the Employee on the terms set forth in the Employment Agreement, in the absence of the Employee's agreement to the restrictive covenants contained herein.

The sufficiency and adequacy of the consideration provided to the Employee are hereby expressly acknowledged, and the Employee waives any right to challenge the enforceability of this Agreement on the ground of insufficient or inadequate consideration.

In the event that applicable law requires any additional, specific, or separately identified consideration to be provided in exchange for post-employment restrictive covenants, the Parties shall negotiate in good faith to provide such consideration in the minimum amount necessary to render this Agreement enforceable.

The Employee expressly represents, warrants, and agrees that the restrictions imposed by this Agreement, including those relating to the nature of restricted activities, the duration of the Restricted Period, and the geographic scope of the Restricted Territory, are reasonable, proportionate, and necessary to protect the legitimate business interests of the Employer.

The Parties have carefully considered the scope of the restrictions herein and have mutually agreed that they are no broader than reasonably necessary to safeguard the Employer's Confidential Information, client relationships, workforce stability, and goodwill, while permitting the Employee a fair opportunity to pursue gainful employment outside the scope of such restrictions.

The Employee acknowledges that the restrictions do not impose undue hardship, as the Employee possesses skills, experience, and qualifications that are transferable to employment and business opportunities outside the Restricted Territory and outside the field of any Competing Business.

The Employee further acknowledges having entered into this Agreement voluntarily, after due consideration and without duress or undue influence, and having had full opportunity to seek independent legal advice regarding the terms and effect of the restrictive covenants.

Each of the restrictive covenants contained herein shall be construed as an independent and severable undertaking, so that if any such covenant is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining covenants shall not be affected thereby.

The Employee shall not, in any legal proceeding, assert or advance any contention inconsistent with the acknowledgments set forth in this section, and the Employee's execution of this Agreement shall operate as conclusive evidence of the reasonableness of the restrictions.

The Employee acknowledges that any breach or threatened breach of this Agreement would cause the Employer irreparable harm for which monetary damages would be inadequate and difficult to ascertain, and that the Employer shall accordingly be entitled to seek and obtain injunctive relief to restrain and prevent such breach or threatened breach.

The Employer's sole remedy in the event of a breach or threatened breach of this Agreement shall be injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, as well as orders for specific performance of the Employee's obligations hereunder.

The Employer shall not be required to post any bond or other security as a condition of obtaining injunctive relief hereunder, except to the extent that such requirement is imposed by mandatory provisions of applicable law, in which case the bond or security shall be in the minimum amount permitted.

The pursuit of injunctive relief shall not constitute an election of remedies, and the Employer shall remain entitled to pursue such relief in any jurisdiction in which the Employee is domiciled, present, or conducting the activity constituting the alleged breach.

The Employee waives any defense based on the adequacy of monetary damages or the availability of legal remedies as a bar to the granting of injunctive relief, and consents to the entry of such orders as may be necessary to enforce the terms of this Agreement.

In any action for injunctive relief, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs of suit, to the extent permitted by applicable law.

The remedies set forth in this section are the exclusive remedies available to the Employer for breach of this Agreement, and the Employer expressly waives any right to seek monetary damages, liquidated damages, disgorgement of profits, or other forms of monetary relief in connection with any such breach.

If any provision of this Agreement, or any part thereof, is held by a court of competent jurisdiction to be invalid, illegal, unenforceable, or contrary to public policy, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein.

In the event that any restrictive covenant contained in this Agreement is held to be unenforceable by reason of excessive duration, geographic scope, or scope of restricted activity, the Parties expressly authorize the reviewing court to reform, modify, or "blue-pencil" such covenant so as to render it enforceable to the maximum extent permitted by applicable law.

The Parties expressly intend that the reviewing court shall, in exercising its power of reformation, give effect to the primary purpose of this Agreement, which is to protect the legitimate business interests of the Employer, while adhering to the minimum modifications necessary to achieve enforceability.

If reformation of any provision is not permitted under applicable law, the offending provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect as if the severed provision had never been included.

The Parties agree that the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction in which this Agreement may be enforced.

The provisions of this section are intended to be a mutual covenant for the preservation of the Agreement as a whole, and shall be applied liberally in favor of upholding the Parties' bargained-for expectations.

No waiver by either Party of any breach or default of any provision of this Agreement shall operate as a waiver of any subsequent or other breach or default, nor shall any delay or omission on the part of either Party in exercising any right, power, or remedy hereunder operate as a waiver thereof.

Any waiver by the Employer of any provision of this Agreement, or of any breach by the Employee of this Agreement, must be in writing and signed by a duly authorized representative of the Employer in order to be effective, and shall be limited to the specific instance identified therein.

The failure of the Employer to insist upon strict compliance with any term or condition of this Agreement, or to exercise any right or remedy available hereunder, shall not be construed to be a waiver of such term, condition, right, or remedy, nor shall it preclude the Employer from insisting upon strict compliance in the future.

This Agreement may not be amended, modified, altered, or supplemented except by a written instrument duly executed by both Parties, which instrument expressly references this Agreement and states the Parties' intention to amend it.

No oral statement, course of dealing, or course of performance shall be effective to amend, modify, or supplement this Agreement, nor to waive any provision hereof, regardless of any detrimental reliance thereon by either Party.

Any amendment to this Agreement shall apply only prospectively from its effective date, unless the amendment expressly provides for retroactive application.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

The Employer may assign, transfer, or delegate this Agreement and its rights hereunder, in whole or in part, to any successor in interest, including by way of merger, consolidation, sale of assets, reorganization, or operation of law, without the consent of the Employee, and this Agreement shall continue in full force and effect for the benefit of such successor or assignee.

The Employee may not assign, transfer, or delegate this Agreement, or any rights or obligations hereunder, without the prior written consent of the Employer, and any purported assignment, transfer, or delegation in violation of this provision shall be null and void ab initio.

The Employee acknowledges that the restrictive covenants contained herein are freely assignable by the Employer and that any successor or assignee shall be entitled to enforce such covenants to the same extent as the Employer, as if originally named as a party hereto.

The Employee's obligations under this Agreement are personal in nature and shall not be delegated or performed by any other person on behalf of the Employee.

In the event of the Employee's death or incapacity, the obligations of confidentiality shall bind the Employee's estate and legal representatives to the extent necessary to protect the Employer's Confidential Information.

All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when delivered personally, when sent by registered or certified mail with return receipt requested, when sent by internationally recognized courier service with tracking, or when transmitted by electronic mail to the address designated by the receiving Party in accordance with this section.

Notices to the Employer shall be addressed to [Employer Address], marked for the attention of [Designated Officer/Title], with a copy by electronic mail to [Employer Email Address].

Notices to the Employee shall be addressed to the Employee's last known residential address as recorded in the Employer's personnel files, or to such other address as the Employee may designate in writing, with a copy by electronic mail to [Employee Email Address].

Either Party may change its address or electronic mail address for the purposes of this section by giving written notice of such change to the other Party in accordance with the procedures set forth herein, with such change taking effect ten (10) days after receipt of the notice.

Notices sent by personal delivery shall be deemed received upon delivery; notices sent by registered or certified mail shall be deemed received five (5) business days after dispatch; notices sent by courier shall be deemed received upon confirmation of delivery; and notices sent by electronic mail shall be deemed received upon transmission, provided no delivery failure message is received by the sender.

The Employee undertakes to promptly notify the Employer in writing of any change in residential address or electronic mail address during the Restricted Period, so as to ensure effective communication during such period.

This Agreement, together with the Employment Agreement and any other written agreement between the Parties expressly referenced herein, constitutes the entire and complete understanding and agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, relating to such subject matter.

The Parties acknowledge that neither has relied upon any representation, warranty, promise, inducement, or statement, whether oral or written, made by or on behalf of the other, that is not expressly set forth in this Agreement.

In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Employment Agreement with respect to the matters addressed herein, the provisions of this Agreement shall prevail and govern.

No preprinted or standard terms contained in any form, invoice, correspondence, or other document issued by either Party shall have any force or effect, nor shall they alter, amend, or supplement the terms of this Agreement, except as expressly agreed to in writing by both Parties.

The Parties acknowledge that this Agreement has been drafted jointly, and that no rule of construction or interpretation requiring ambiguities to be resolved against the drafting Party shall apply in the interpretation of this Agreement.

The recitals set forth at the beginning of this Agreement are incorporated herein by reference and shall be deemed to form an integral part of this Agreement.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of [Country/Jurisdiction], without regard to its conflict of laws principles that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall first be submitted to good faith negotiations between the Parties for a period of thirty (30) days following written notice of the dispute.

If the dispute is not resolved through such negotiations within the aforesaid period, it shall be referred to and finally resolved by the competent courts of [City/Jurisdiction], to the exclusive jurisdiction of which the Parties hereby irrevocably submit, provided however that nothing herein shall limit the Employer's right to seek injunctive relief in any court of competent jurisdiction where such relief is necessary to protect its interests.

Each Party irrevocably waives any objection it may now or hereafter have to the venue of any proceedings in any such court, and any claim that any such proceedings have been brought in an inconvenient forum.

The language of this Agreement, of any proceedings arising hereunder, and of any notices, communications, and documents exchanged in connection herewith shall be [Language].

In the event of litigation to enforce the terms of this Agreement, the prevailing party shall be entitled, in addition to any other relief awarded, to recover its reasonable attorneys' fees, court costs, and other expenses incurred in connection with such proceedings, to the extent permitted by applicable law.

The provisions of this section shall survive the termination or expiration of this Agreement and shall remain fully enforceable thereafter.