Employment Non-Compete and Non-Disclosure

EMPLOYMENT AND NON-DISCLOSURE AGREEMENT

This Employment Agreement (the "Agreement") is entered into this Current Day day of Current Month, Current Year by and between Company Name, a State corporation (hereafter "Company"), and First Last (hereafter "Employee").

Company is in need of assistance on an hourly basis in the following areas for Company's clients ("Company's Client"):

Insert Type of Work, Position or Job Description Summary Here. Employee has agreed to perform work for Company on this project. "Pre-Existing Code" shall mean any method, practice, source code, object code, graphics or other resource incorporated into any deliverable. "Billable Hour" shall mean all hours recorded and billed to a Company Client or Work Order.

"Bench Rate" shall mean all hours recorded for internal or company-related work that is not billed to a Company Client or Work Order.

In consideration of the mutual covenants set forth in this Agreement, Company and Employee hereby agree as follows:

Employee shall be available and shall provide the following efforts and services as requested:

Insert Type of Work, Position or Job Description Summary Here. Company will compensate Employee on the following basis: Hourly Rate (United States Dollars) per billable hour ("Billable Hours" or "Client Hours"). Employee will submit written, signed reports of the time spent performing services under this Agreement, itemizing in reasonable detail the date on which services were performed, the number of hours spent on such date, and a brief description of the services rendered.

Company will receive reports no less than once per month on or before the 3rd day of each month, and the total amount of work will not exceed Total Amount not to Exceed (United States Dollars). Company shall pay Employee all amounts due within thirty (30) days after such reports are received.

Company will pay Employee for the following expenses incurred under this Agreement:

Negotiated on demand

Employee shall submit written documentation and receipts itemizing the date on which such expenses were incurred. Company shall pay Employee all amounts due within thirty (30) days after such reports are received. Employee will carry general liability, automobile liability, and employer's liability insurance in the amount of $1,000,000.00 (United States Dollars). In the event Employee fails to carry such insurance or such insurance coverage lapses while this Agreement is in effect, Employee shall indemnify and hold harmless Company, its agents and employees, from and against any such damages, claims, and expenses arising out of or resulting from work conducted by Employee and its agents or employees.

All work will be done in a competent manner in accordance with applicable standards of the profession and any specific requirements of Company contracts with clients, and all services are subject to final approval by Company prior to Company's payment. Employee shall make no representations, warranties or commitments binding Company without Company's prior written consent. In the course of performing services, the parties recognize that Employee may come in contact with or become familiar with information which Company or its clients may consider confidential.

This information may include, but is not limited to, information pertaining to design methods, pricing information, or work methods of Company, as well as information provided by clients of Company for inclusion in work to be developed for clients, which may be of value to competitors of Company or its clients. Employee agrees to keep all such information confidential and not to discuss any of it with anyone other than appropriate Company personnel or their delegates. The parties agree that in the event of a breach of this Agreement, damages may be difficult to ascertain or prove.

The parties therefore agree that if Client breaches this Agreement, Company shall be entitled to seek relief from a court of competent jurisdiction, including injunctive relief, and shall be entitled to an award of liquidated damages in the amount of one hundred thousand dollars ($100,000. This Agreement shall begin on Start Date and shall terminate on End Date, unless terminated for any reason by either party upon thirty (30) days prior written notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, addressed to the other party's last known address.

This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment, extension, or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto. This Agreement shall be binding upon and shall inure to the benefit of Company and to Company's successors and assigns.

Nothing in this Agreement shall be construed to permit the assignment by Employee of any of Employee's rights or obligations hereunder to any third party without Company's prior written consent. All deliverables and associated documents, sketches, plans, improvements, source code or inventions developed by Employee during the term of this Agreement shall belong to Company and/or its clients for whom work is being performed by Employee. Company shall retain the right to require Employee to obtain written permission prior to Employee's use of any non-public, visual, audio or other representation of deliverables so long as it is not unreasonably withheld from Employee by Company.

Third-party Applications, Code, Objects and other Pre-existing Work(s)

Company recognizes that certain elements of deliverables may include pre-existing intellectual property ("Pre-Existing Works") that is wholly owned by the Employee. Employee grants non-transferable permission to Company to use, sell or otherwise distribute any deliverable that contains Pre-Existing Works it gives Company during the course of this Agreement. In the event that third-party resources are incorporated into deliverables presented to company, it is the Employee's obligation to provide a list of such third-party resources to Company. Employee agrees to not perform business for or solicit business from Company's Clients or Vendors for a period of two (2) years from the date this Agreement is signed, without prior written permission from Company.

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. If any portion of this Agreement is declared unenforceable, that portion shall be construed to give it the maximum effect possible, and the remainder of this Agreement shall continue in full force and effect.

All parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below: