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, Date. This covenant shall become an asset of the Buyer and mav be transferred as nart of any future sale or other transfer of the Buver or the Buver's assets. (c} Nonsolicitation Provision. Seller agrees that it will not, at any time during the Non-Compete Covenant Period and as otherwise stated in this Section 3.4(c): (i) ; disrupt Buyer's relationships with the Accounts; (ii)solicit the trade of any of the Accounts, such ' that any Account reduces the amount of business which it does (or, but for such solicitation, � would do with Bu er or an of its affiliates or ui solicit or induce an em lo ee distributor ) Y Y �...) Y P Y , � sales representative, agent or contractor of Buyer or any of its affiliates to terminate his or its employment or other relationship with Buyer or any of its affiliates. This covenant shall b_ecome an asset of the Buver and mav be transferred as nart of anv future sale or other transfer of the Buver or the Buver's assets. (d) Seller agrees that in the event of a breach of terms of Sections ' 3.4(b) and/or 3.4(c) of this Agreement, prior to Buyer securing an injunction restraining Seller ' from committing breaches, Seller shall pay Buyer liquated damages upon demand as folIows: (i) i for services that are substantially similar to the ones previously provided, in an amount equal to � one hundred twenty-five percent (125%) of the immediately prior twelve (12) months billing to � such client prior to the breach, annualized and determined on an accrual basis, (ii) for services ; that are considered smaller projects than the services previously provided, in an amount equal to fifty percent (50%) of the subsequent twelve (12) months billing to such client prior to the breach, annualized and determined on an accrual basis, The compensatory damages to be paid following a breach by Seller hereunder shall be paid to Buyer in twenty four (24) equal monthly installments, without interest, commencing on the first day of the month faliowing the breach. � An accounting will be provided by Seller to Buyer and all records shall be available for inspection in the event any good faith inquiries are made as to whether Seller or an affiliate has � performed any services or has entered into agreement to perform any services in violation of this : Agreement. ' (e) The covenants in Sections 3.4(b), 3.4(c) and 3.4(d) are intended to comply with California Business and Professions Code Section 16601 and in no event will ' extend longer than five (5) years from the Effective Date. It is the desire and intent of the parties hereto that the provisions of these covenants be enforced to the fullest extent permissible under the . laws and public policies applied in each jurisdiction in which enforcement is sought. If, in any � judicial proceeding, a court shall refuse to enforce any of the covenants deemed included in Sections 3.4(b), {c) and (d), the unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining � separate covenants to be enforced. (� Transition Services. The parties acknowledge that Buyer is performing services after the Effective Date in connection with the Accounts set forth on Schedule 3.4(�, in order to eomplete services for which the Accounts retained Seller prior to the Effective Date. Such services are being performed pursuant to a Professional Services Agreement dated March 9, 2012, between Seller and Marcum (the "Professional Services Agreement"). Seller acknowledges that such services are legally being rendered by Seller, the 8