CONFIDENTIALITY AGREEMENT FREE (FOR EMPLOYEES-NO DISCLOSURE OR SOLICITATION)

As an employee of [___________] (collectively the "Company"), I understand that the business in which the Company is engaged is highly competitive and that I will be given access to and become acquainted with Confidential Information (as defined below). I also understand that maintaining the confidentiality of all such information is critically important to the Company. Therefore, in consideration of my employment or continued employment with the Company, I agree as follows:

1. "Confidential Information" Defined.
Confidential Information includes but is not limited to any and all information disclosed to or known by me as a consequence of my employment with the Company which is not generally known outside the Company about the Company's business. Such information includes, without limitation, information about its Customers (as defined in Paragraph 2), Customer identities, Customer accounts, Customer information, Customer financial needs, Customer reports and Customer finances, the Company's marketing and sales strategies and plans, financial and personal information about the Company personnel, finances, its operations, employees, accounting and audit practices, billing rates and methods, and any and all information entrusted to the Company in confidence by third parties, and any and all information defined as "Trade Secrets" under the Uniform Trade Secrets Act. Confidential Information may be contained in written materials, in verbal communications, in my unwritten knowledge and in the unwritten knowledge of other employees, and/or in any other tangible medium of expression. Confidential Information includes any such information which is obtained from the Company's subsidiaries, affiliates and/or its Customers or employees.

2. "Customer" Defined.
As used throughout this Confidentiality Agreement, "Customer" includes: (1) anyone who has been a Customer of the Company since I joined the Company or who becomes a Customer of the Company during the period of time during which I am employed by the Company, and (2) any prospective Customer to whom the Company has made a proposal (or similar offering of services) within a period of [___________] months prior to the termination of my employment at the Company.

3. No Disclosure.
I agree to hold in strictest confidence and not to disclose to any business, firm, entity or person, either directly or indirectly, any and all Confidential Information as defined in Paragraph 1. I agree that all such Confidential Information is trade secret and is and shall remain the property of the Company. By way of example but not limitation, such Confidential Information shall not be used by me for any purpose not related to the business interests of the Company, nor shall I disclose any such information for reasons not related to the business interests of the Company, even in the course of casual discussions, to any person or entity, whether during the term of my employment at the Company or thereafter. If at any time I become aware of any unauthorized use, disclosure or communication of such Confidential Information, I agree to immediately inform management of the Company of such use, disclosure or communication. The terms of this paragraph are in addition to, and not in lieu of, any common law, statutory, contractual or other obligations that I may have.

4. No Solicitation of Employees.
I agree that, during my employment I have been provided with trade secret information about the Company employees. Such information includes, but is not limited to, information as to their qualifications, job duties, salaries,
performance history and the marketing opportunities these employees present for a firm such as the Company. I agree that that for a period of one (1) year after the termination of my employment, whether voluntary or involuntary, I will not solicit, entice, encourage, attempt or cause, directly or indirectly, any employee to leave the employment of the Company using any Confidential Information which I have received while employed at the Company.

5. No Solicitation of Customers.
I agree that during my employment by the Company, I have been provided with trade secret information about Customers of the Company. Such information includes but is not limited to information about Customer identities, Customer accounts, Customer accountancy history, Customer financial needs, Customer reports and Customer finances. I agree that for a period of [___________] year after the termination of my employment, whether voluntary or involuntary, I will not solicit or attempt to solicit, either for myself or for any other person, firm or corporation, any of the Company's Customers using any Confidential Information which I have received while employed at the Company.

6. No Removal of Confidential Information.
I agree that I shall not remove, reproduce, summarize or copy any Confidential Information except as expressly required by the Company in order to enable me to perform my duties. I agree to return immediately to the Company all Confidential Information in my possession or control, including duplicates, when I leave its employ or whenever management may otherwise require that such Confidential Information be returned.

7. Injunctive Relief.
I acknowledge that this Confidentiality Agreement is necessary and reasonable to protect the Company's Confidential Information and good will and, further, that a breach or threatened breach of any provision of this Confidentiality Agreement by me or at my direction will cause great and irreparable harm to the Company for which it shall have no adequate remedy at law. Therefore, in addition to any other rights and remedies the Company may have, I agree that the Company, shall be entitled to obtain injunctive and other equitable relief to prevent a breach or continued breach of this Confidentiality Agreement. I acknowledge that this Confidentiality Agreement shall be specifically enforceable in accordance with its terms. I further acknowledge that any breach of any of the terms and conditions of this Confidentiality Agreement while I am employed by the Company may result in the immediate termination of my employment.

8. Effective Date.
I understand that this Confidentiality Agreement is effective as of the date I first acquired knowledge of any Confidential Information.

9. Survival of Agreement.
The ending of my employment with the Company, for whatever reason, shall not affect the Company's rights or my obligations under this Confidentiality Agreement, all of which shall survive the ending of my employment with the Company.

10. Modification of Agreement.
This Confidentiality Agreement may only be modified by a writing signed by me and the Chairman of the Board of the Company.

11. Severability.
If for any reason any provision of this Confidentiality Agreement is adjudged by a court of competent jurisdiction or by an arbitrator to be unenforceable, such adjudication shall in no way affect any other provision of this Confidentiality Agreement or the validity or enforcement of the remainder of the Confidentiality Agreement, and the provision affected shall be curtailed only to the extent necessary to bring it within the applicable requirements of the law.

12. Governing Law and Arbitration.
This Confidentiality Agreement shall be construed in accordance with and governed by the laws of the State of California. Any dispute regarding this Agreement or a breach thereof shall be subject to mandatory final and binding arbitration in [___________] according to the rules of the [___________] Arbitration Association. The arbitrator shall have the authority to order injunctive and/or other equitable relief.

13. Costs and Attorneys' Fees.
In the event that either party to the Confidentiality Agreement files a claim for arbitration, to enforce the terms hereof or to declare a party's rights hereunder, the prevailing party in such action shall be entitled to an award of costs and reasonable attorney's fees, to be paid by the losing party in such amount as may be determined by the arbitrator having jurisdiction in such action.

14. Acknowledgment of Reading.
I acknowledge, represent and warrant to the Company that I have received a copy of this Confidentiality Agreement, that I have read and understood this Confidentiality Agreement, that I have had the opportunity to seek the advice of legal counsel before signing this Confidentiality Agreement and that I have either sought such counsel or have voluntarily decided not to do so.
I UNDERSTAND THIS AGREEMENT AND AGREE TO ABIDE BY ALL OF ITS TERMS.

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: ________________________________

INDIVIDUAL EMPLOYEE NAME

By: __________________________________
Print Name: ___________________________
Title: ________________________________