FORMOF NON-DISCLOSUREAND NON-SOLICITATION AGREEMENT

1.1 The Company and the Executive acknowledge and agree as follows:

(a) The Executive has performed and will continue to perform significant functions with respect to the development of the Company’s “Confidential Information” (defined below), which Confidential Information is shared only with a very limited number of Company executives who have an absolute need to know the information.

(b) Executive has a need to know such Confidential Information for purposes of successfully performing the Executive’s assigned employment related responsibilities.  The Company is willing to make such Confidential Information available to Executive on the terms and conditions described in this Agreement.

(c) The Confidential Information developed, received, and to be developed or received by Executive is highly valuable, and, if disclosed to another person or entity, the Company would be harmed.

2.1 Covenant not to Disclose

(a) During Executive’s employment with the Company and for a period of twenty-four (24) months following the termination of that employment (whether such termination is voluntary or involuntary), Executive will not use, disclose or reveal to any person any Confidential Information except when acting within the scope of Executive’s duties or with prior written authorization from the Company.

(b) Following termination of employment, Executive shall return to Company, and shall not take or retain, any Confidential Information, including, without limitation, any Confidential Information in electronic form, or any computer or data storage device belonging to the Company, without prior written authorization from the Company, and Executive will continue to faithfully perform all of Executive’s contractual, legal and ethical obligations to the Company to the extent such obligations continue in effect.

(c) As used in this Agreement, the term “Confidential Information” means all information belonging to, or otherwise relating to the business of the Company, which is not generally known, regardless of the manner in which it is stored or conveyed to Executive, and which the Company has taken reasonable measures under the circumstances to protect from unauthorized use or disclosure.  Confidential Information includes trade secrets as well as other proprietary knowledge, information, know-how, and non-public intellectual property rights, including unpublished or pending patent applications and all related patent rights, formulae, processes, discoveries, improvements, ideas, conceptions, compilations of data, and data, whether or not patentable or copyrightable and whether or not it has been conceived, originated, discovered, or developed in whole or in part by Executive.  For example, Confidential Information includes, but is not limited to, information concerning the Company’s business plans, budgets, operations, products, strategies, marketing, sales, inventions, designs, costs, legal strategies, finances, supervisory employees, employee costs, customers, prospective customers, licensees, or licensors; information received from third parties under confidential conditions; or other valuable financial, commercial, business, technical or marketing information concerning the Company, or any of the products or services made, developed or sold by the Company.  Confidential Information does not include information that (i) was generally known to the public at the time of disclosure; (ii) was lawfully received by Executive from a third party; (iii) was known to Executive prior to receipt from the Company; or (iv) was independently developed by Executive or independent third parties; in each of the foregoing circumstances, this exception applies only if such public knowledge or possession by an independent third party was without breach by Executive or any third party of any obligation of confidentiality or non-use, including, but not limited to, the obligations and restrictions set forth in this Agreement.

(d) Nothing in this Section 2.1 shall be deemed to limit Executive’s non-disclosure obligations under any applicable rule, statute, or regulation.  Executive’s obligations under this Section 2 shall continue in perpetuity with respect to any and all information that constitutes a trade secret under applicable law.

2.2 Covenants not to Solicit or Hire

(a) During Executive’s employment with the Company and for a period of twenty-four (24) months following the termination of that employment (whether such termination is voluntary or involuntary), Executive will not hire for another employer, recruit or solicit to work for another employer as an employee or contractor, or assist or participate in any way in such hiring, recruitment or solicitation of, any non-clerical employee of the Company who was employed by the Company as of the date that Executive’s employment terminates and with whom Executive had Contact (as defined below) during Executive’s employment with the Company.

(b) As used in this Agreement, “Contact” means interaction between Executive and the non-clerical employee during performance of Executive’s job duties on behalf of the Company.

(c) Nothing in this Section 2.2 shall be deemed to prohibit communications other than those whose purpose is to encourage or entice a non-clerical employee to terminate or limit his or her employment with the Company.

(d) Nothing in this Section 2.2 shall be deemed to prohibit any conduct as to which Executive obtains the express prior written consent of the Company.

2.3 Remedies for Breach