NON-CIRCUMVENTION AND BREACH OF AGREEMENT CLAUSE

1. DEFINITIONS

• **The Company:** Eastland Top Tutors Limited.
• **The Teacher:** The tutor assigned or introduced by the Company to the Client.
• **The Client:** The student, parent, guardian, or responsible party paying for the student's tuition services.
• **Circumvention:** Any direct or indirect act by the Teacher or the Client to contract for or receive tutoring services outside of the formal agreement with the Company, circumventing the Company's role as the broker and avoiding the payment of due commission or fees to the Company.

2. NON-CIRCUMVENTION AGREEMENT (ANTI-POACHING CLAUSE)

The Teacher and the Client agree, jointly and severally, not to enter into any direct or indirect contract, arrangement, or engagement for the provision of educational or tutoring services with each other for a period of **twenty-four (24) months** following the introduction by the Company, or the termination of the current service agreement, whichever is later. This prohibition applies whether the service is provided to the originally assigned student, any related student, or any other member of the Client’s household or family.

The Company's introduction is deemed completed upon the first scheduled lesson or the mutual exchange of contact information, whichever occurs first.

3. LEGAL CONSEQUENCES OF BREACH

A breach of Clause 2 (Non-Circumvention) shall constitute a material and fundamental breach of this Agreement, for which the defaulting party (Teacher and/or Client) shall be liable to the Company for the following immediate legal consequences, enforceable under the laws of the Federal Republic of Nigeria:

3.1. Liquidated Damages (Pre-agreed Compensation)

In the event of Circumvention, the defaulting party shall immediately pay to the Company, without need for further demand, the sum equivalent to **three hundred percent (300%)** of the projected gross commission fees the Company would have earned over the aforementioned twenty-four (24) month period.

The Parties acknowledge that this figure represents a genuine and reasonable pre-estimate of the damages and loss of profit the Company would suffer due to the breach, and not a penalty.

3.2. Injunctive Relief

The Company reserves the right to seek immediate, temporary, and permanent **injunctive relief** from a competent Nigerian court to immediately cease the unauthorized tutoring arrangement between the Teacher and the Client, in addition to the Liquidated Damages specified in 3.1.

3.3. Legal and Recovery Costs

Should the Company be required to engage legal counsel or initiate any legal proceedings to enforce this Non-Circumvention Clause, the defaulting party shall be solely responsible for and indemnify the Company against all costs, including but not limited to legal fees, court filing fees, and administrative expenses incurred in the recovery of the Liquidated Damages.

3.4. Termination

Any breach of this clause by the Teacher or the Client shall result in the immediate and summary termination of all existing agreements and engagements between the Company and the defaulting party, without prejudice to the Company's right to pursue damages.