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CONFIDENTIALITY AND NON-COMPETE AGREEMENT

In consideration of my employment or continued employment by __________________________ (the "Company"), together with its affiliates and subsidiaries, and any subsidiaries or affiliates which hereafter may be formed or acquired and in recognition of the fact that as an employee of the Company I will have access to the Company's customers and to confidential and valuable business information of the Company, together with its affiliates and subsidiaries, and any subsidiaries or affiliates which hereafter may be formed or acquired, I hereby agree as follows 1. The Company's Business. !he Company is a ________________ firm" !he Company is committed to quality and service in every aspect of its business" I understand that the Company loo#s to and e$pects from its employees a high level of competence, cooperation, loyalty, integrity, initiative, and resourcefulness" I understand that as an employee of the Company, I will have substantial contact with the Company's customers and potential customers" I further understand that all business and fees and other services produced or transacted through my efforts shall be the sole property of the Company, and that I shall have no right to share in any commission or fee resulting from the conduct of such business other than as compensation referred to in paragraph % hereof" &ll chec#s or ban# drafts received by me from any customer or account shall be made payable to the Company, and all premiums, commissions or fees that I may collect shall be in the name of and on behalf of the Company" 2. Duties Of Employee. I shall comply with all Company rules, procedures and standards governing the conduct of employees and their access to and use of the Company's property, equipment and facilities" I understand that the Company will ma#e reasonable efforts to inform me of the rules, standards and procedures which are in effect from time to time and which apply to me"

Employee represents that as a consideration of his employment with _______________ his or her performance of job duties and responsibilities does not and will not breach any enforceable agreement to solicit business, compete in business or keep in confidence proprietary information acquired in confidence or in trust prior to employment with the company.

3. Compensation And Benefits" I shall receive the compensation as is mutually agreed upon, which may be ad'usted from time to time, as full compensation for services performed under this &greement" In addition, I may participate in such employee benefit plans and receive such other fringe benefits, sub'ect to the same eligibility requirements, as are afforded other Company employees in my 'ob classification" I understand that these employee benefit plans and fringe benefits may be amended, enlarged, or diminished by the Company from time to time, at its discretion"

4. Management Of The Company. !he Company may manage and direct its business affairs as it sees fit, including, without limitation, the assignment of territories, notwithstanding any employee's individual interest in or e$pectation regarding a particular business location or customer account" . Te!mination Of Employment. (y employment with the Company is )at will* and may be terminated by the Company or me at any time, with or without notice or cause" ". Ag!eement #ot To Compete $ith The Company. &" &s long as I am employed by the Company, I shall not participate directly or indirectly, in any capacity, in any business or activity that is in competition with the Company" +" ,pon my termination from the Company and for a period of two (-) years thereafter, whether my termination was voluntary or with or without 'ust cause, I agree that I shall not see# nor accept any employment from a private investigation firm and.or conduct any investigation or surveillance activity within a /00 mile radius from the Company1s principal place of business" C" In consideration of my employment rights under this &greement and in recognition of the fact that I will have access to the confidential information of the Company and that the Company's relationships with their customers and potential customers constitute a substantial part of their good will, I agree that for two (-) years from and after termination of my employment, for any reason, unless acting with the Company's e$press prior written consent, I shall not, directly or indirectly, in any capacity, solicit or accept business from, provide investigative or consulting services of any #ind to, or perform any of the services offered by the Company, for any of the Company's customers or prospects with whom I had business dealings with or access to their information while wor#ing for the Company" %. &nautho!i'ed Dis(losu!e Of Confidential )nfo!mation. 2hile employed by the Company and thereafter, I shall not, directly or indirectly, disclose to anyone outside of the Company any Confidential Information or use any confidential Information (as hereinafter defined) other than pursuant to my employment by and for the benefit of the Company" The te!m *Confidential )nfo!mation* as used th!oughout this Ag!eement means any and all t!ade se(!ets and any and all data o! info!mation not gene!ally +no,n outside of the Company ,hethe! p!epa!ed o! de-eloped .y o! fo! the Company o! !e(ei-ed .y the Company f!om any outside sou!(e. $ithout limiting the s(ope of this definition/ Confidential )nfo!mation in(ludes any (ustome! files/ (ustome! lists/ any .usiness/ ma!+eting/ finan(ial o! sales !e(o!d/ data/ soft,a!e/ plan/ o! su!-ey0 and any othe! !e(o!d o! info!mation !elating to the p!esent o! futu!e .usiness/ p!odu(t o! se!-i(e of the Company. All Confidential )nfo!mation and (opies the!eof a!e the sole p!ope!ty of the Company.

3otwithstanding the foregoing, the term Confidential Information shall not apply to information that the Company has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain" 1. 2!io! O.ligations. I have informed the Company in writing of any and all continuing obligations that require me not to disclose to the Company any information or that limits my opportunity or capacity to compete with any previous employer" 3. Employee's O.ligation To Coope!ate. &t any time upon request of the Company (and at the Company's

e$pense), I shall e$ecute all documents and perform all lawful acts the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this &greement" 14. 5etu!n Of 2!ope!ty. &t any time upon request of the Company, and upon termination of my employment, I shall return promptly to the Company, including all copies of all Confidential Information or 4evelopments, and all records, files, blan#s, forms, materials, supplies, and any other materials furnished, used or generated by me during the course of my employment, and any copies of the foregoing, all of which I recogni5e to be the sole property of the Company" 11. 6pe(ial 5emedies. ) !e(ogni'e that money damages alone ,ould not ade7uately (ompensate the Company in the e-ent of .!ea(h .y me of this Ag!eement/ and ) the!efo!e ag!ee that/ in addition to all othe! !emedies a-aila.le to the Company at la, o! in e7uity/ the Company shall .e entitled to in8un(ti-e !elief fo! the enfo!(ement he!eof. 9ailu!e .y the Company to insist upon st!i(t (omplian(e ,ith any of the te!ms/ (o-enants/ o! (onditions he!eof shall not .e deemed a ,ai-e! of su(h te!ms/ (o-enants o! (onditions. 12. Mis(ellaneous 2!o-isions. !his &greement contains the entire and only agreement between me and the Company respecting the sub'ect matter hereof and supersedes all prior agreements and understandings between us as to the sub'ect matter hereof6 and no modification shall be binding upon me or the Company unless made in writing and signed by me and an authori5ed officer of the Company" My o.ligations unde! this Ag!eement shall su!-i-e the te!mination of my employment ,ith the Company !ega!dless of the manne! of o! !easons fo! su(h te!mination/ and !ega!dless of ,hethe! su(h te!mination (onstitutes a .!ea(h of this Ag!eement o! of any othe! ag!eement ) may ha-e ,ith the Company. )f any p!o-isions of this Ag!eement a!e held o! deemed unenfo!(ea.le o! too .!oad to pe!mit enfo!(ement of su(h p!o-ision to its full e:tent/ then su(h p!o-ision shall .e enfo!(ed to the ma:imum e:tent pe!mitted .y la,. )f any of the p!o-isions of this Ag!eement shall .e (onst!ued to .e illegal o! in-alid/ the -alidity of any othe! p!o-ision he!eof shall not .e affe(ted the!e.y. !his &greement shall be governed and construed according to the laws of 7hio, and shall be deemed to be effective as of the first day of my employment by the Company" B; 6)<#)#< T=)6 A<5EEME#T/ ) AC>#O$?ED<E T=AT ) =A@E 5EAD A#D &#DE56TOOD A?? O9 )T6 25O@)6)O#6 A#D T=AT ) A<5EE TO BE 9&??; BO&#D B; T=E 6AME.

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