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NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

State of _________________
County of _________________

This AGREEMENT is made on __________________, by and between [name], a __________ Corporation (“Company”), and [name], of [address], [Name of ] County, __________ (“Employee”).

1. The Company is, among other things, engaged in [describe business];

2. The Company, through its representatives and advertising media, has developed a large and extensive trade with a substantial number of customers which are of great value to the Company; and

3. Employee desires to be employed by the above described Company;

4. The parties hereto agree that the covenants, agreements and restrictions (hereinafter “this covenant”) contained herein are necessary to protect the business goodwill, business interests and proprietary rights of __________ and that the parties hereto have independently discussed, reviewed and had the opportunity of legal counsel to consider this agreement.

The parties covenant and agree as follows:

1. This covenant is an integral part of an enforceable agreement [an employment agreement] and the covenants contained herein were made at the time this agreement was consummated by the parties hereto.

2. This covenant is fair and reasonable in its:

a. geographical area;

b. length of time; and

c. scope of activity being restrained.

3. Company agrees to employ and by these presents does employ Employee as a [position]. The President of the Company shall from time to time define the duties and responsibilities of Employee.

4. The parties agree that the provisions of this Agreement shall not constitute a contract of employment and shall not require the continuation of employment beyond the time when either party desires to terminate the employer/employee relationship.

5. Upon termination of Employee’s employment by the Company for any reason whatsoever, Employee agrees that for a period of two (2) years immediately following the termination, Employee will not directly or indirectly for himself or herself or on behalf of any other person, partnership, corporation, or association, disclose trade secrets, special training, or proprietary rights of the Company which Employee learned or became aware of during Employee’s employment with the Company.

6. This Agreement shall be construed and performed according to the laws of the State of __________, excluding its conflicts of law rules.

7. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby and, if possible, any invalid, illegal or unenforceable provision shall be limited or interpreted to the minimum extent necessary to cure its defect.

Signed on ______________________.

Company:

By: ________________________
[Typed name and title]

Employee:

________________________