Key Employee Management Agreement

KEY EMPLOYEE NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

Agreement, made this day of by and between ( ) and ("Employee") regarding Employee's employment by , Employee's work product, the confidentiality of materials of , and Employee's agreement not to compete with .

1. Employment at Will

EMPLOYEE IS AN EMPLOYEE AT WILL. THIS MEANS THAT EMPLOYEE HAS THE RIGHT TO TERMINATE EMPLOYMENT FROM AT ANY TIME, WITH OR WITHOUT GROUNDS, JUST CAUSE OR REASON AND WITHOUT GIVING PRIOR NOTICE. LIKEWISE, HAS THE RIGHT TO TERMINATE EMPLOYEE’S EMPLOYMENT AT ANY TIME WITH OR WITHOUT GROUNDS, JUST CAUSE OR REASON AND WITHOUT GIVING PRIOR NOTICE. THIS AGREEMENT, AS WELL AS EACH OF THE POLICIES, PRACTICES AND PROCEDURES CONTAINED IN IT IS NOT A CONTRACT OF EMPLOYMENT AND DOES NOT CREATE ANY CONTRACTUAL RIGHTS, EITHER EXPRESSED OR IMPLIED, BETWEEN AND EMPLOYEE. THE POLICES AND PRACTICES DESCRIBED IN THIS AGREEMENT MAY BE CHANGED, ALTERED, MODIFIED OR DELETED AT ANY TIME WITH OR WITHOUT PRIOR NOTICE, AND EMPLOYEE SHOULD NOT RELY ON ANY NON-BINDING INFORMATION CONTAINED HEREIN WHEN MAKING DECISIONS RELATED TO EMPLOYMENT WITH .

2. Confidentiality

Employee recognizes and acknowledges that the software systems, including specifications, programs and documentation, the methods and data which owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of . Employee also recognizes that 's customer lists, supplier lists, proposals and procedures are confidential and are the property of . Employee further recognizes and acknowledges that in order to enable to perform services for its clients, those clients may furnish to confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to depends upon, among other things, and its employees keeping such services and information confidential. All of these materials and information including that relating to 's systems and 's clients, will be referred to below as "Proprietary Information."

3. Non-Disclosure

Employee agrees that, except as directed by , and in the ordinary course of 's business, Employee will not at any time, whether during or after Employee's employment with , disclose to any person or use, directly or indirectly, for Employee's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or are derived from Proprietary Information, whether prepared by Employee or otherwise coming into Employee's possession or control. Employee agrees that the provisions of this paragraph shall survive the termination of this Agreement and Employee's employment by .

4. Possession

Employee agrees that upon request by , and in any event upon termination of Employee's employment, Employee shall then turn over to all documents, papers or other material in Employee's possession or under Employee's control which may contain or be derived from Proprietary Information, together with all documents, notes or Employee's work products which are connected with or derived from Employee's services to and all copies of software obtained from shall be either returned to or, as appropriate, permanently deleted.

5. a. Ownership

Employee hereby assigns and agrees to assign to or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Employee's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Employee has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to , or with the use of the time, material or facilities of or relating to any actual or anticipated business, research, development, product, service or activity of known to Employee while employed at , or suggested by or resulting from any task assigned to Employee or work performed by Employee for or on behalf of , whether or not such work was performed prior to the date of this Agreement.

5. b. Further Documents.

It is further agreed, that without charge to , but at its expense, Employee will execute and deliver all such further documents as may be necessary, including original applications and applications for renewal, extension or reissue of such patents, trademark registrations or copyright registrations, in any and all countries, to vest title thereto in , its successors, assigns or nominees.

5. c. Work Made For Hire and Moral Rights.

Employee expressly waives any and all rights which Employee may have or may claim to have, either in law, in equity, or otherwise, as a result of any alleged infringements of Employee’s so-called “moral rights of authors.'' Employee acknowledges that the results and proceeds of Employee’s services are works specially ordered by for use and incorporation in ’s software systems, and the results and proceeds of Employee’s services shall be considered to be “works made for hire” for , and, therefore, shall be the author and copyright owner of the results and proceeds of Employee’s services.

6. Non-Competition

Employee agrees that because of the confidential and sensitive nature of the Proprietary Information and because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances may cause irreparable damage to and its reputation, or to clients of , Employee shall not, until the expiration of two (2) years after the date on which Employee's employment with terminates for any reason, engage, directly or indirectly, or through any corporation or associates in any business, enterprise or employment which directly solicits business, performs services or delivers goods that are competitive to those of to any customer or prospect of . and Employee agree that this covenant is fair and reasonable; however, in the event that a court should decline to enforce these provisions, Employee and agree that the provisions should be modified to restrict Employee's competition with to the maximum extent enforceable, but in no event will the covenants be interpreted as more restrictive to Employee.

7. Injunctive Relief

Employee acknowledges that disclosure of any Proprietary Information by Employee or breach by Employee of any of the covenants not to compete will give rise to irreparable injury to , or clients of . Employee also agrees that this injury to , or clients of , would be inadequately compensated in money damages alone. Accordingly, or, where appropriate, the client of , may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary Information by Employee, or breach by Employee of any of the covenants not to compete, in addition to any other legal remedies which may be available. further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Employee from earning a reasonable livelihood since Employee's experience and capabilities would be such that in the event that Employee's employment with terminates for any reason, Employee will be able to obtain employment in business activities which are not restricted by this Agreement.

8. __________________________’s Clients

If Employee's employment with terminates for any reason, the Employee shall not, for a period of one year from the date of termination, have any business dealings whatsoever, either directly or indirectly or through corporate entities or associates with any customer or client of or its subsidiaries or any person or firm which has contacted or been contacted by as a potential customer or client of ; and Employee shall keep in strictest confidence, both during the Employee's employment and subsequent to termination of employment, and shall not during the period of employment or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for the Employee's own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, information relating to the software developed by , information as to sources of, and arrangements for, hardware supplied to customers or clients of , submission and proposal procedures of , customer or contact lists or any other Confidential Information.

9. Non-Interference.

Employee agrees not to interfere with ’s business in any manner, including, without limitation, by encouraging anyone to leave ’s employ or by encouraging a consultant or independent contractor to sever that person's relationship with .

10. Remedies; Waiver.

The remedies provided herein are not exclusive, and the party suffering from a breach or default of this Agreement may pursue all other remedies, both legal and equitable, alternatively or cumulatively. No express or implied waiver by a party to this Agreement of any default will be a waiver of a future or subsequent default. The failure or delay of any party to this Agreement in exercising any rights granted it hereunder will not constitute a waiver of any such right, and any single or partial exercise of any particular right by any party to this Agreement will not exhaust the same or constitute a waiver of any other right provided herein.

11. Entire Agreement; Modification; Governing Law; Interpretation.

This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereby, and supersedes all negotiations, agreements, representations, warranties, commitments, whether in writing or oral, prior to the date hereof. This Agreement will be governed by the laws of the State of New Jersey as applied to agreements entered into and to be performed entirely within the State of New Jersey. In the event any provision of this Agreement or the application of any such provision to any party is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed amended to comply with such law, and the remaining provisions of this Agreement will remain in full force and effect. Paragraph headings will not be used in the interpretation of this Agreement.

The parties have executed this Agreement on the date set forth above.