1. A choice-of-law clause is a clause in a contract designating thelaw (such as the law of a particular state) that will govern thecontract. This covenant not to compete contains a choice-of-lawclause designating that Delaware state law will govern thecontract. Do you believe that choice-of-law clauses should beenforced? Why or why not? Do you believe that an Illinois courtwould apply Delaware state law in interpreting and determining theenforceability of this particular covenant not to compete?Explain.

Covenant Not to Compete Restrictive Covenant: In consideration of my employment with Carson Health Solutions (the "Company") and the compensation received from the Company, I hereby agree that I will not during my employment and for three (3) years following my termination directly or indirectly engage in any competitive business that is similar to that of the Company. I understand that, among the restrictions on any competitive practices pursuant to this agreement, I will not recruit or hire any employee of the Company, or otherwise induce any such employee to leave the employment of the Company; I will not solicit or have any contact with any person, firm, or corporation that has been a customer of the Company; and I will not share any knowledge of proprietary information of the Company. I acknowledge that the restrictions imposed by this agreement are fully understood and will not preclude me from becoming gainfully employed following a termination of my employment with the Company. No Employment Agreement: I acknowledge that this agreement does not constitute an employment agreement. I understand that my employment with the company is "at will," which means I have the right to leave employment at any time and for any reason and the Company reserves the right to terminate me on the same basis, with or without cause and with or without notice. This agreement shall be binding on me regardless of whether my employment shall continue for any length of time and whether my employment is terminated for any reason whatsoever. This is true whether my employment is terminated by the Company or by me. Interpretation: It is the desire and intent of the parties hereto that the provisions of this agreement shall be enforced to the fullest extent permissible. If any provision of this agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted. If any provision contained herein shall be held to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing it so as to be enforceable. Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of Delaware.