Noncompete Agreement

NONCOMPETE AGREEMENT

This Noncompete Agreement (the Agreement) is made as of by and between Company Name: , a organized under the laws of , with principal place of business at (Company), and Employee Name: , residing at (Employee).

RECITALS

WHEREAS, Company is engaged in the business of providing services and products relating to proprietary technology, client relationships, and trade practices (the Business); and

WHEREAS, Employee is or will be employed by Company and, in the course of such employment, will be given access to Confidential Information and will acquire specialized knowledge of Company's clients, pricing, processes, and business strategies; and

WHEREAS, Company desires to protect its legitimate business interests and Employee is willing to enter into reasonable restrictive covenants in consideration of employment and other consideration as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information of Company, whether written, electronic, or oral, including but not limited to business plans, customer lists, pricing, vendor terms, technical data, software, product roadmaps, trade secrets, and financial information that is designated confidential or that a reasonable person would consider confidential under the circumstances.

1.2 "Restricted Business" means any business, product or service that, as of the Effective Date, Company is conducting or is actively planning to conduct, including any business substantially similar to Company's primary lines of business described as:

1.3 "Territory" means the geographic area in which Employee is prohibited from competing, as defined in Section 4 below.

2. NONCOMPETITION

2.1 During Employee's employment with Company and for a period of following the termination of such employment for any reason (the Restricted Period), Employee shall not, within the Territory, directly or indirectly, own, manage, operate, control, be employed by, consult for, or otherwise provide services to any business that engages in the Restricted Business.

2.2 The Territory for purposes of this Section shall be: .

2.3 The parties agree that the scope, duration and geographic limitations of this Section are reasonable and necessary to protect Company's legitimate business interests, including goodwill and Confidential Information.

3. NONSOLICITATION

3.1 During Employee's employment and for the Restricted Period thereafter, Employee shall not, within the Territory, directly or indirectly (a) solicit or attempt to solicit any customer or client of Company with whom Employee had material contact during the two years preceding termination; or (b) solicit or hire any employee or independent contractor of Company to leave Company's employment or engagement.

4. CONFIDENTIALITY

4.1 Employee shall hold in strict confidence and shall not use or disclose Confidential Information except as required in the performance of Employee's duties for Company or as permitted in writing by Company. Employee shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information.

4.2 The obligations of this Section shall survive the termination of Employee's employment for a period of five (5) years, or longer if required by applicable trade secret law for specific categories of Confidential Information.

5. CONSIDERATION

Employee acknowledges that the foregoing consideration is sufficient and fair consideration for the restrictive covenants set forth in this Agreement.

6. EXCEPTIONS

6.1 Notwithstanding the restrictions above, nothing in this Agreement prohibits Employee from (a) owning, as a passive investment, securities of a publicly traded company so long as Employee does not own more than five percent (5%) of any class of such securities; or (b) engaging in activities that do not compete with the Restricted Business as defined herein.

7. REMEDIES AND ENFORCEMENT

7.1 Employee acknowledges that any breach of Sections 2, 3 or 4 would cause irreparable harm to Company for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Company shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach of this Agreement.

7.2 In the event of a breach, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses incurred in enforcing this Agreement.

8. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. If a court deems a restriction overly broad, the parties agree such court may reform the restriction to the minimum extent necessary to render it enforceable.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles.

10. NOTICES

Notices to Company:

Notices to Employee:

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as a party may specify in writing.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Any amendment or modification of this Agreement must be in writing and signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

11.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating thereto.

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