Non-Solicitation and Non-Compete Agreement

Confidentiality and Non-Competition Agreement Between Employer and Executive Recruiter

Agreement made on the day of , 20, between of , referred to herein as Employee, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Employer.

Whereas, Employer is in the business of executive recruiting, which includes, but is not limited to, recruiting currently employed, management-level personnel and marketing them to our client companies for placement; and

Whereas, Employee desires to work as an executive recruiter for Employer; and

Whereas, Employer desires to hire Employee as an executive recruiter provided Employee executes this Agreement; and

Whereas, as a consequence of the employment by Employer, Employee will have access to information not generally known to the general public or in the industry in which Employer is or may become engaged about Employer's processes, customers, services, pricing policies, and related matters. In addition, Employer may provide training to Employee in relation to these areas and it is the desire of the Employer and Employee that all such training and information be and remain confidential.

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Confidentiality

A. Nondisclosure.

Employee shall not, during or after the term of this agreement, directly or indirectly, use, disseminate, or disclose to any person, firm, or other business entity for any purpose whatsoever, any information not generally known in the executive recruiting industry in which Employer is or may be engaged which was disclosed to Employee or known by Employee as a consequence of or through his employment by Employer. This includes information regarding Employer's processes, customers, services, suppliers, and related matters, and also includes information relating to research, development, inventions, manufacture, purchasing, accounting, and marketing.

B. Confidential Relationship.

Employee shall hold in a fiduciary capacity for the benefit of Employer all information described in Paragraph A above, along with any and all inventions, discoveries, concepts, ideas, improvements or know-how, discovered or developed by Employee, solely or jointly with other employees, during the term of this agreement, which may be directly or indirectly useful in or related to the business of Employer or its affiliates, or may be within the scope of its or their research or development work.

C. Customer Lists.

The Employee shall, at the time of and during employment, furnish a complete list of all of the correct names and places of businesses of all its customers, immediately notify Employer of the name and address of any new customer, and report all changes in location of old customers, so that upon the termination of employment, Employer will have a complete list of the correct names and addresses of customers with whom Employee has dealt.

D. Return of Documents.

To protect the interests of Employer, Employee agrees that, during or after the termination of Employee's employment by Employer, all documents, records, notebooks, and similar repositories containing such information described in Paragraphs A, B and C above, including copies of such items, then in Employee's possession or work area, whether prepared by Employee or others, are the property of Employer and shall be returned to Employer upon Employer's request.

II. Non-Competition

A. Employee Conduct with Respect to Competitors.

During the term of Employee's employment by Employer and for years after termination of such employment, Employee agrees that Employee will not, without the prior written consent of Employer, directly or indirectly, whether as an employee, officer, director, independent contractor, consultant, stockholder, partner, or otherwise, engage in or assist others to engage in or have any interest in any business which competes with Employer in any geographic area in which Employer markets or has marketed its products during the year preceding termination.

B. Solicitation of Employees.

Employee agrees that during the term of Employee's employment and for years after the termination of such employment, Employee will not induce or attempt to induce any person who is an Employee of Employer to leave the employ of Employer and engage in any business which competes with Employer.

C. Maximum Restrictions of Time, Scope, and Geographic Area Intended.

The parties agree and acknowledge that the time, scope and geographic area and other provisions of this agreement have been specifically negotiated by the parties, and Employee specifically agrees that such time, scope and geographic areas, and other provisions are reasonable under these circumstances. Employee further agrees that if, despite the express agreement of the parties to this agreement, a court should hold any portion of this agreement unenforceable for any reason, the maximum restrictions of time, scope and geographic area reasonable under the circumstances, as determined by the court, will be substituted for the restrictions held unenforceable.

III. Breach of Agreement

A. Bonus Forfeiture.

If Employee, without written consent of Employer, fails to comply with any provision of this agreement, then Employee's right to any bonus to which Employee would otherwise be entitled shall terminate and the Employer's obligation to make any such payment shall cease.

B. Additional Remedies.

Employee agrees that violating Section I of this agreement at any time, including during litigation, will produce severe damage and injury to Employer. In the event of the breach of, or threatened breach by Employee of Section I of this agreement, the Employer shall be entitled to seek injunctive relief, both preliminary and permanent, enjoining and restraining such breach or threatened breach. Such remedies shall be in addition to all other remedies available to the Employer in law or in equity, including but not limited to the Employer's right to recover from the Employee any and all damages that may be sustained as a result of the Employee's breach.

C. Agreement Survives Termination.

All rights of the parties pursuant to this agreement shall survive any termination.

D. Choice of Law.

The validity, interpretation, and performance of this agreement shall be controlled by and construed under the laws of the state of .

E. Attorneys' Fees.

If an attorney shall be retained to interpret or enforce the provisions of this agreement, the prevailing party shall be entitled to reasonable attorneys' fees, including any such fees set by the arbitrator, trial or appellate court upon trial or appeal.

IV. Mandatory Arbitration

Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.