NONDISCLOSURE AGREEMENT (FOR EMPLOYEES-PHYSICAL SECURITY OF INFORMATION)

The following Nondisclosure Agreement & Acknowledgment ("Agreement) is entered into between [____________] (including its subsidiaries) ("Company") and the undersigned Employee:

1. Confidential Information
Confidential Information includes: all records pertaining to Company's personnel, trade secrets, products, services, business practices, clients, client accounts, client affiliates, client lists, marketing know-how, marketing strategies, techniques, intellectual properties, renditions, operations and conditions both financial or otherwise as well as all client lists and customer information and other records and books relating in any manner whatsoever to Company's operations and business, regardless of when such information was produced or obtained by Company, including originals and copies or excerpts of the foregoing in any form/format and including such information contained in personal as well as in formal Company files and information conveyed orally to Employee.

2. Acknowledgments
Employee agrees and acknowledges that all Confidential Information is confidential and proprietary and belongs to and shall remain solely and exclusively the property of Company.

Employee and Company agree and acknowledge that during the course of employment with Company, Employee will be entrusted with, and will have access to, Confidential Information and that the covenants, agreements and restrictions (hereinafter the "covenant") contained herein are necessary to protect the business goodwill, business interests and the proprietary rights of Company.
Employee agrees and acknowledges that Company has spent considerable sums of money and time developing Confidential Information and that Confidential Information, as well as good client contact and rapport and business goodwill developed by Company are worth a considerable amount of money and therefore are assets which Company reasonably seeks to protect. Company's grant of access by Employee to Confidential Information is agreed and acknowledged by both Employee and Company as being reasonable consideration for establishing this restricting covenant. Employee agrees and acknowledges that the agreed to protection and covenant does not extend to or attempt to restrict Employee's ability to work and/or earn a wage nor does it attempt to restrict the public's access to Employee as a potential employee, except as explicitly set forth herein, but clearly restricts Employee's disclosure and use of certain information.
Employee agrees and acknowledges that the business of Company requires a confidential relationship between Company and its employees and the fullest protection and confidential treatment of Confidential Information to which Employee will have access during the period of employment.

3. Policy and Procedures
During the period of employment, Employee agrees to use Confidential Information only for the benefit of Company and its clients. Employee also agrees not to disclose Confidential Information except to persons who are authorized to receive it, as from time to time determined by Company, unless a waiver is granted by Company's Chief Compliance Officer. In addition, Employee agrees that:

3.1. Employee will at all times subsequent to the termination of Employee's employment maintain the confidentiality of Confidential Information; and

3.2. Employee, for a period of two (2) years subsequent to termination of employment will not contact, or solicit in any manner, any of Company's clients or employees for the purpose of providing investment advice or other investment related services either as an employee or as an outside investment advisor, or on behalf of any other person or entity.

3.3. In no event may Employee communicate Confidential Information to any person under circumstances in which it appears likely that such person will misuse the information.

4. Waivers/Reporting. Employee agrees to inform the Chief Compliance Officer or his designee promptly if he or she (i) is seeking an exception in order to disclose Confidential Information in contravention of the policies stated herein, or (ii) discovers that someone else is making or threatening to make unauthorized use or disclosure of Confidential Information.

5. Physical Security of Information. Employee agrees: (a) to avoid discussions of Confidential Information in hallways, elevators, trains, subways, airplanes, restaurants and other public places generally; (b) that use of speaker phones or cellular telephones also shall be avoided in circumstances where Confidential Information may be overheard by unauthorized persons; (c) that documents and files that contain Confidential Information must be kept secure in order to minimize the possibility that such Confidential Information will be transmitted to an unauthorized person; (d) that documents containing Confidential Information must be stored in locked file cabinets or other secure locations; (e) that databases containing Confidential Information and other Confidential Information accessible by computer must be maintained in computer files that are password protected or are otherwise secure against access by unauthorized persons; and (f) that Employee will lock his/her computer at the end of each work day.

6. Company Property. Employee agrees not to physically remove Confidential Information from the premises of Company except as consistent with and in furtherance of the performance of his/her duties to Company. Upon the termination of employment for any reason, or upon the request of Company at any time, Employee agrees to promptly deliver all copies of Confidential Information to Company, including all papers, formulas, information, documents, electronic files or otherwise, writings and other original properties in his/her possession containing Confidential Information. Employee understands and agrees that Company may at any time and without notice to Employee, remotely electronically delete any and all Company provided data and information contained on any mobile, laptop, computer or other electronic device, whether provided by Company or not, and that any non-Company data or information contained on any such device could inadvertently also be deleted.

7. General
This Agreement shall be interpreted, construed, and governed according to the laws of the State of [____________].
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been included in this Agreement.  Any and all disputes, controversies, claims or demands arising out of or relating to this Agreement or any provision hereof, whether in contract, tort or otherwise, at law or in equity, for damages or any other relief, shall be resolved by binding arbitration pursuant to the rules then in effect with the [____________] Arbitration Association. Any such arbitration proceeding shall be conducted in [____________]. This arbitration provision shall be enforceable in either federal or state court in [____________], pursuant to applicable law. Any party to any award rendered in such arbitration proceeding may seek a judgment upon the award and that judgment may be entered by any federal or state court in [____________] having jurisdiction.  This Agreement may be executed in several counterparts, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same Agreement.

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: ________________________________

EMPLOYEE

By: __________________________________
Print Name: ___________________________
Title: ________________________________