Confidentiality, Inventions, and Non-Solicitation Agreement

I hereby enter into this Confidentiality, Invention, and Non-Solicitation Agreement ("Agreement) with my Employer (GovC).

Consideration

My obligations contained herein are made in part as consideration for my employment by GovC and in part as consideration for the compensation provided to my by GovC.

Proprietary Information

I acknowledge that GovC has a legitimate and necessary interest in protecting its Proprietary Information. I agree not to disclose or use, both during and after the period of my employment, except in pursuit of GovC business or in pursuit of any GovC subsidiary business. I agree not to use or disclose any Proprietary Information or anything related thereto without prior written consent, except as may be necessary in the course of work performance. I agree that proper procedures and Non-Disclosure agreements will be in place prior to disclosure of proprietary data in my ordinary course of business. I agree that any rights I have or may acquire in Proprietary Information shall be deemed assigned to GovC as such rights arise.

Inventions

I acknowledge that the term "Invention(s)" as used in this Agreement, means any invention or improvement, whether patentable or not, or any industrial design, whether registerable or not, created, conceived or made by me, either solely or in conjunction with others during the period of my employment at GovC, provided the invention or industrial design was derived from my work at GovC. Accordingly, I agree my rights to such Invention that I am involved with during my employment of GovC, are the property of GovC and agree to:

1. Promptly disclose in writing all Inventions to GovC;

2. Assign to GovC my entire rights to any invention;

Copyrights

I agree that my creation of copyrightable works shall be governed by the "work made for hire" provisions of the U.S. Copyright Act, which vests with GovC all rights in copyrightable works prepared within the scope of my employment.

Non-Competition

While employed by GovC, I agree not to engage in any outside business activity that is competitive with GovC.

Non-Solicitation

During the twelve (12) month period immediately following the termination of my employment with GovC, I agree not to directly or indirectly solicit or induce any employee of GovC to terminate GovC in favor of employment with a Non-GovC entity.

Final Agreement

I acknowledge that this Agreement constitutes teh entire agreement between GovC and myself and supersedes all prior verbal and/or written communications.

___________________________ Employee Signature

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Printed Name

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Date