CONFIDENTIALITY AGREEMENT (FOR EXECUTIVE NON-COMPETITION, WORK PRODUCT AND CONFIDENTIALITY)

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") dated as of (the "Effective Date"), between [_____________], a company incorporated and existing under the laws of [_____________] (the "Company"), and [_____________] ("Executive").


WHEREAS, concurrently herewith, the Company is entering into an Employment Agreement with the Executive (the "Employment Agreement"); and

WHEREAS, the execution and delivery of this Agreement is required by the terms of the Employment Agreement, and the Company would not employ the Executive based on the terms of the Employment Agreement unless the Executive executes this Agreement and agrees to comply with the terms hereof, and this Agreement constitutes an important portion of the consideration given by the Employment under the Employment Agreement and is integral to the benefit of the bargain to the Company under the Employment Agreement.

All capitalized terms not otherwise defined herein shall have the same meaning ascribed thereto in the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for the consideration received under the Employment Agreement, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Scope.
The Executive acknowledges that the provisions of this Agreement are an essential element of the terms of employment contemplated by the Employment Agreement, a fundamental inducement to the Company to enter into the Employment Agreement and reasonable and necessary to protect the Company. In addition, the Executive acknowledges that the provisions of this Agreement (i) do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Company and (ii) contain reasonable limitations as to the time and the scope of the activity to be restrained; and that the consideration provided under the Employment Agreement is sufficient to compensate the Executive for the restrictions contained herein.

2. Non-Competition.
Executive agrees that during the Employment Period (as defined in the Employment Agreement) and for the one [_____________] year period thereafter (the "Restriction Period"), he shall not, directly or indirectly, for his own account, or in any capacity on behalf of any other third person or entity, whether as an officer, director, employee, partner, member, joint venture, consultant, investor or otherwise, engage, or assist others engaged, in whole or in part, in any business in competition with the business of the Company or any of its affiliates, or any other business that the Company or any of its affiliates may manage as of the date Executive's employment hereunder terminates (a "Competing Business").

3. [INTENTIONALLY LEFT BLANK BY THE PARTIES]

4. Confidentiality.
(a) Executive agrees that during the Employment Period and at all times thereafter, he will keep and retain in the strictest confidence all confidential matters ("Confidential Information") of the Company and its affiliates that Executive may develop or learn in the course of his employment, including, without limitation:
(i) "know how," design, programs, software, database, management system and descriptions thereof;
(ii) business plan, development plan, status reports and results thereof;
(iii) financial information or plans; track records and other performance data;
(iv) sales and marketing information or plans; business or strategic plans; salary, bonus or other personnel information;
(v) the terms of this Agreement or the Employment Agreement;
(vi) information concerning new or potential investors, customers, clients or shareholders;
(vii) trade secrets; pricing policies; operational methods;
(viii) investment methodologies; technical processes;
(ix) computer code; formulae, inventions and research projects; and
(x) other business affairs of the Company and its affiliates.
(b) Notwithstanding the foregoing, Confidential Information shall not include any information which has been independently developed by Executive prior to the Effective Date (as defined in the Employment Agreement). The Executive covenants and agrees that he will not remove any Confidential Information from the Company's premises or disclose such Confidential Information to anyone outside of the Company (including, without limitation, [_____________] and their respective successors, assigns, subsidiaries and affiliates, either now existing or at anytime thereafter), either during or after the Employment Period, except (i) in good faith, in the course of performing his duties under this Agreement, (ii) with the prior written consent of the board of the Company (it being understood that Confidential Information shall not be deemed to include any information that is publicly disclosed by the Company), or (iii) to the extent disclosure is compelled by a court of competent jurisdiction, arbitrator, agency, or other tribunal or investigative body in accordance with any applicable statute, rule or regulation (but only to the extent any such disclosure is compelled, and no further).
(c) In the event of termination of the Executive's employment with the Company for any reason, the Executive agrees, promptly and without request, to deliver to and inform the Company of all confidential or proprietary documents and data pertaining to his or her employment and the Company's Confidential Information, whether prepared by the Executive or otherwise coming into his or her possession. The Executive will not retain any written or other tangible material containing any information concerning or disclosing any of the Company's Confidential Information. The Executive shall also sign and date a "Termination Certification" in the following form:
"This is to certify that I do not have in my possession, nor have I failed to return, any confidential information or copies thereof, or other documents or materials, equipment or other property belonging to the Company."
"I further certify that I have complied with and will continue to comply with the Non-Competition and Confidentiality Agreement which I signed."
"I further agree that, in compliance with the Non-Competition and Confidentiality Agreement, I will preserve as confidential and not use any or all Confidential Information which has or could have commercial value or other utility due to its confidentiality in the business in which the Company is engaged or reasonably contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of the Company, whether or not such information is identified as Confidential Information by the Company."
(d) In the event of termination of the Executive's employment with the Company for any reason, the Executive agrees that he will protect the value of the Company's Confidential Information and take reasonable measures to prevent the misappropriation or disclosure thereof. The Executive will not disclose or use to his (or for the benefit of any third party) or to the detriment of the Company any Confidential Information.

5. Terms of Restrictive Covenants.
(a) If any court determines that any of the provisions of Sections 2, 3 or 4 of this Agreement (the "Restrictive Covenants"), or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions.
(b) If it is ever held that the Restrictive Covenants are too onerous and are not necessary for the protection of the Company, each party to this Agreement agrees that any court of competent jurisdiction may impose lesser restrictions which such court may consider to be necessary or appropriate to properly protect the other party or parties hereto.
(c) If the Executive breaches, or threatens to commit a breach of, the Restrictive Covenants, the Company shall have the right and remedy to (i) have the Restrictive Covenants specifically enforced by any court having proper jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that monetary damages will not provide adequate remedy to the Company and (ii) to cancel, and the Executive agrees to forfeit, any options or securities issued to the Executive under the Company's stock incentive plan.  The foregoing rights shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.
(d) The Company and the Executive each intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company's right to relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, with breaches of such Restrictive Covenants in such other jurisdiction being, for this purpose, severable into diverse and independent covenants.

6. Assignment of Work Products.
All or any part of the product researched, developed, translated or obtained, including without limitation:

(a) Definition of Work Products.
"Work Products" means all or any part of the product researched, developed, translated or obtained, including without limitation patents, trademarks, copyrights, business secrets, operation secrets, or know-how, regardless of whether such work products is (i) applicable for patent or protectable as copyright or trademark; (ii) is produced in tangible form and applied in practice; (iii) is made during the course of the Executive's employment with the company.

(b) Assignment of Work Products.
The Executive hereby assigns and agrees to assign to the Company or its designee, his or her entire right, title and interest in and to all Work Products which he may solely or jointly conceive, discover, develop or reduce to practice during the period of his or her employment (i) which are aided by the use of time, material, trade secrets or facilities of the Company, whether or not during working hours, (ii) which has or could have commercial value or other utility in any of his or her work during the period of employment, or (iii) which has or would reasonably be expected to have commercial value or other utility in the business in which the Company is engaged or reasonably contemplates engaging. The Executive agrees that all such Work Products shall be the sole property of the Company. Executive hereby agrees to waive and never assert "equitable rights," including but not limited to moral rights, in any such works either during or after employment, and to the extent permitted by law, assigns any such rights in all such works under any copyright or similar law to the Company.

(c) Work Products Not Assigned.
This Agreement shall not require that the Executive assign any of his or her rights in an Work Product that the Executive developed entirely on his or her own time without using the Company's equipment, supplies, facilities or trade secrets except for those Work Products that either:
(i) relate at the time of conception or reduction to practice of the Work Product to the Company's business or the actual or demonstrably anticipated research or development of the Company; or
(ii) result from any work performed by the Executive for the Company.

(d) Work Products Made Prior to Employment.
No rights are hereby conveyed to Work Products, if any, made by the Executive prior to retention by the Company, which, if any, are listed on an exhibit to this Agreement.

(e) Necessary Acts.
The Executive hereby agrees to perform, during and for two (2) years following termination of the Executive's employment with the Company for any reason, all acts deemed reasonably necessary by the Company and in accordance with applicable law to permit and assist the Company, at the Company's expense, in obtaining, maintaining and enforcing the full benefits, enjoyment, rights and title, throughout the world, of the Work Products hereby assigned by the Executive to the Company as set forth above.

7. Governing Law; Disputes.
This Agreement shall be governed by the laws of [_____________], without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.

8. Assignment.
This Agreement may be assigned, without the consent of the Executive, by the Company, or to any other person, partnership, corporation, or other entity which has purchased substantially all business or the assets of the Company.

9. Amendment.
It is agreed that no change or modification of this Agreement shall be made except in a writing signed by both parties.

10. Severability.
In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected thereby.

11. Drafting Party.
The parties hereto agree that this Agreement is the product of negotiation between sophisticated parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in and did participate in the drafting of each provision hereof. No implication shall be drawn and no provision of this Agreement shall be construed against either party by virtue of the purported identity of the drafter of this Agreement or any portion thereof.

12. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, administrators, successors, and assigns of the respective parties.

13. Entire Agreement.
This Agreement, including the Employment Agreement executed simultaneously herewith, contains the entire understanding of the parties with respect to the terms herein and supersedes all prior agreements, arrangements and understandings between the Company and the Executive, whether oral or written, with respect to the matters specified herein.

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

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

COMPANY

By: __________________________________
Print Name: ___________________________
Title: ________________________________

EXECUTIVE

By: __________________________________
Print Name: ___________________________
Title: ________________________________