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NON SOLICITATION AGREEMENT

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This Non- Solicitation Agreement (the Agreement) effective as of this ________________ day of ______________________, 20__________, governs the disclosure of information by and between ____________________________ (Company) and _______________________ (the  Employee ) .

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Term

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This Agreement shall terminate _______________ year(s) from the date above written . However, t he Employee 's obligations under this Agreement shall survive the termination of th is Agreement and shall be binding for a period of _______________ years.

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Non-Solicitation

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The Employee covenants and agrees that (i) � during Employee s engagement with the Company , and (ii) for a period of two (2) years following t ermination, Employee shall not, without the prior written consent of the Company, directly or indirectly, whether for his own account or on behalf of any person, firm, corporation, partnership, association or other entity or enterprise, solicit, recruit, hire or cause to be hired any employees of the Company or any of its affiliates, or any person who was an employee of the Company during the six (6) months preceding the Employee 's date of t ermination of engagement , or solicit or encourage any employee of the Company or any of its affiliates to leave the employment of the Company or any of such affiliates, as applicable.

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Noncompetition

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Employee agrees that (i) d uring Employee s engagement with the Company , Employee shall not engage, directly or indirectly, as an employee, officer, Employee , partner, employees, manager, agent, owner or in any other capacity, in any competition with the Company or any of its subsidiaries. (ii) and f or a period of two (2) year s following the termination of Employees engagement for any reason or without reason, Employee shall not in any capacity whether in the capacity as an employee, officer, Employee , partner, manager, Employee , agent or owner directly or indirectly advise, manage, render or perform services to or for any person or entity which is engaged in a business competitive to that of the Company or any of its subsidiaries within any geographical location wherein the Company or any of its subsidiaries produces, sells or markets its goods and services at the time of s uch termination or within a one (1) year period prior to such termination.

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Notice

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Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the Employee at the address below indicated:

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To the Company:

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To Employee :

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or such other address or to the attention of such other person as the Employee shall have specified by prio r written notice to the Company . Any notice under this Agreement shall be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. mail.

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Miscellaneous

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(a) This Agreement sets forth the entire Agreement and understanding between the parties and supersedes all prior oral and written agreements and understandings between them relating to the subject matter of this Agreement. This Agreement may not be modified or discharged, in whole or part, except by an agreement in writing signed by both parties. This

Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the non-transferring party.

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(b) This Agreement will be binding upon and inure to the benefit of the parties hereto and each partys respective successors and assigns.

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(c) In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable.

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(d) This Agreement shall be governed by and interpreted in accordance with the laws of the state of __________________________ , without regard to its provisions as to choice of law.

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(e) Each party hereto represents and warrants that it has the full power and authority to enter into and perform this Agreement, and each party knows of no law, rule, regulations, order, agreement, promise, undertaking or other fact or circumstance which would prevent its full execution and performance of this Agreement.

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( f ) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this agreement on the __________ day of ____________________, 20 ______________ .

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By: By:

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Date: Date:

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Address: Address: