NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

In conside rat ion of the ong oing association between _ ________ and t he
unde rsigne d employee (here inafter "Employee"), the parties he reto have
entered this Non-D isclosure and Non-C ompetit ion Agree ment.

WHEREAS, in the course of its busines s operat ions, ________ _ provides its
custome rs products and services which, by nature of the business, include
trade secrets, confidential and proprie tary information, and othe r matt e rs
deemed material or important enough to warrant protection;

WHEREAS, Employee, by reason of his/he r employme nt wit h _________ and in

the course of his/he r dut ies, has access to said secrets and confide ntia l
information; and

WHEREAS, _________ has t rade secrets and othe r confident ial and proprietary
information, including procedures , customer lists, and part icular des ires or
needs of such cust omers t o which Employee has access in the course of his/her
duties as an Employee.

NOW, THEREFORE, in considerat ion of the premises containe d he rein, the

part ies agree as follows:

Employee shall not , eit her during the time of his/her employment w ith
_________ or at any time t hereafter, e ither dire ctly or indirectly communicate ,
disc lose , reveal, or othe rwise use for his /he r own benefit or the be nefit of any
othe r pers on or ent ity any trade secret s or othe r confident ial or proprieta ry
information obtaine d by Employee by virtue of his/he r employme nt with
_________ in any manner whatsoever, any such information of any kind,
nature, or descript ion concerning any matters affect ing or re lat ing to the
_________ business, or in the bus iness of any of its custome rs or prospect ive
custome rs, ex cept as require d in t he course of his/he r employment by
_________ or except as expressly authorized by _________ in w rit ing.

During any pe riod of e mployme nt wit h ________ and for tw o (2) years
therea fter, Employee shall not , direct ly or indire ctly , induce or i nflue nce ,
divert or take away, or attempt to divert or take away and, during the stated
period following termination of employment, call upon or solicit, or attempt to
call upon or solicit, any of the custome rs or patrons of _________ including,
but not limited to, those upon whom he/she was dire ctly involved, or ca lled
upon, or catere d to, or with w hom he/she became acquainte d while e ngaged in
the employment of the _________ business. Further, Employee shall not make
any use of t he inform ation describe d he rein, or cause or attempt to cause any
othe r pers on to use such informat ion for purposes other than the business of
_________.

EMPLOYER: EMPLOYEE:

By: By:
Dated: ,20 Dated: ,20