Sample Business Contracts

Non-Competition Agreement - Lionbridge Technologies Inc. and Paula Shannon

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                            NON-COMPETITION AGREEMENT

                                November 1, 1999

Dear Ms. Shannon:

     You are presently employed by Lionbridge Technologies, Inc., a Delaware
corporation (the "Company"). In consideration of your employment by the Company,
you hereby covenant and agree with the Company as follows:

     1. The term of this Agreement shall be for a period commencing on the date
hereof and ending 12 months from the date of termination of your employment by
the Company.

     2. During the term hereof, you will not, without the Company's prior
written consent, directly or indirectly, alone or as a partner, joint venturer,
officer, director, employee, consultant, agent, independent contractor or
stockholder of any company or business, engage or otherwise have a financial
interest in any business activity which is directly or indirectly in competition
in the United States, Belgium, People's Republic China, France, Ireland, Japan,
Korea, The Netherlands, Taiwan, or any other geographic area where the business
is being conducted or as proposed to be conducted with any of the products or
services being developed, marketed, distributed, planned, sold or otherwise
provided by the Company at such time. The ownership by you of not more than one
percent of the shares of stock of any corporation having a class of equity
securities actively traded on a national securities exchange or on the Nasdaq
Stock Market shall not be deemed, in and of itself, to violate the prohibitions
of this paragraph.

     3. During the term hereof, you will not, directly or indirectly, employ, or
knowingly permit any other company or business organization which employs you or
is directly or indirectly controlled by you to employ, any person who is
employed by the Company at any time during the term hereof, or in any manner
seek to induce any such person to leave his or her employment with the Company.

     4. During the term of this Agreement, you will not solicit or do business
with, directly or indirectly, any present or past customer of the Company, or
any prospective customer of the Company with whom you have had contact, in
connection with any business activity which would violate any other provision of
this Agreement.

     5. You hereby represent that, except as you have disclosed in writing to
the Company, you are not a party to, or bound by the terms of, any agreement
with any previous employer or other party to refrain from using or disclosing
any trade secret or confidential or proprietary information in the course of
your employment with the Company or to refrain from competing, directly or
indirectly, with the business of such previous employer or any other party. You
further represent that your performance of all the terms of this Agreement and
as an employee of the Company does not and will not breach any agreement to keep
in confidence proprietary


information, knowledge or data acquired by you in confidence or in trust prior
to your employment with the Company, and you will not disclose to the Company or
induce the Company to use any confidential or proprietary information or
material belonging to any previous employer or others.

     6. You agree that the breach of this Agreement by you will cause
irreparable damage to the Company and that in the event of such breach the
Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of your obligations hereunder.

     7. You understand that this Agreement does not create an obligation on the
Company or any other person or entity to continue your employment.

     8. Any amendment to or modification of this Agreement, and any waiver of
any provision hereof, shall be in writing. Any waiver by the Company of a breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach hereof. This Agreement may be executed in two
counterparts, each of which shall be original and both of which together shall
constitute one and the same instrument.

     9. You hereby agree that each provision herein shall be treated as a
separate and independent clause, and the unenforceability of any one clause
shall in no way impair the enforceability of any of the other clauses herein.
Moreover, if one or more of the provisions contained in this Agreement shall for
any reason be held to be excessively broad as to scope, activity or subject so
as to be unenforceable at law, such provision or provisions shall be construed
by the appropriate judicial body by limiting and reducing it or them, so as to
be enforceable to the maximum extent compatible with the applicable law as it
shall then appear.

     10. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

     11. The term "Company" shall include Lionbridge Technologies, Inc., and any
subsidiaries, subdivisions or affiliates. The Company shall have the right to
assign this Agreement to its successors and assigns, and all covenants and
agreements hereunder shall inure to the benefit of and be enforceable by said
successors or assigns. Please indicate your acceptance of the foregoing by
signing and returning one copy to the undersigned.



                                     Very truly yours,

                                     LIONBRIDGE TECHNOLOGIES, INC.

                                     By:/s/ Rory Cowan

the date first above written:

/s/ Paula Shannon