premise: Commencing on the date hereof and ending on the last day of the Restricted Period (as defined below), Ermilio covenants and agrees that he will not, without the Purchaser's prior written consent, directly or indirectly, either on behalf of himself or on behalf of any business venture, as an employee, consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwise (other than on behalf of the Purchaser or its Affiliates): (A) be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual that competes with the Purchaser or its Affiliates in the areas of pension administration, insurance product sales, investment advisory services and other retirement products, in the following territory: in Pennsylvania - the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia; and in New Jersey - the counties of Burlington, Camden, Cumberland, Gloucester, Mercer and Salem; (B) solicit or divert any business or any customer from the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so; (C) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so; or (D) hire, solicit or divert from the Purchaser or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or the Restricted Period, been engaged by the Purchaser or its Affiliates, nor assist any person, firm, corporation or other entity in doing so.