Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
EMPLOYMENT AGREEMENT
FOR KEY EMPLOYEE
!his E0ploy0ent Agree0ent for 1ey E0ployee 2the 3Agree0ent34 is 0ade and effective this 5%A!E6+
*E!/EE$7 5E.P"('EE $A.E6 2the 3E0ployee34+ an individ8al with his 0ain address at7
AND: [COMPANY NAME] 2the 3Co0pany34+ a corporation organi9ed and e:isting
8nder the laws of the 5S!A!E;P&(-$CE6+ with its head office located at7

RECITALS
Co0pany is engaged in the b8siness of 5%ESC&*E6+ and 0aintains a branch office
at 5A%%&ESS6+ 5C!'6+ 5S!A!E;P&(-$CE6.
E0ployee has been engaged and has had a great deal of e:perience in the above<
designated b8siness.
E0ployee is willing to be e0ployed by Co0pany+ and Co0pany is willing to e0ploy
e0ployee+ on the ter0s+ covenants+ and conditions set forth in this Agree0ent.
n consideration of the 0atters described above+ and of the 08t8al benefits and
obligations set forth in this Agree0ent+ the parties agree as follows7
EMPLOYMENT
Co0pany will e0ploy E0ployee and E0ployee accepts e0ploy0ent 8pon the ter0s set
forth below+ and at a co0pensation which 0ay be agreed 8pon fro0 ti0e to ti0e by
Co0pany and E0ployee. !his Agree0ent starts as of the date set forth above and
re0ains in effect for an indefinite ti0e 8ntil ter0inated by Co0pany or by E0ployee by
giving the other party notice of ter0ination at least 5$U.*E&6 days in advance. nstead
of s8ch notice+ Co0pany 0ay at its sole option+ pay E0ployee the salary e=8ivalent for
5$U.*E&6 days. /hile e0ployed by Co0pany+ E0ployee agrees to devote E0ployee>s
f8ll wor?ing ti0e to the affairs of Co0pany. E0ployee shall not wor? as an e0ployee+
independent cons8ltant or agent for another entity+ whether or not d8ring the b8siness
E0ploy0ent Agree0ent for 1ey E0ployee
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Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
ho8rs of Co0pany+ witho8t the per0ission of Co0pany.
CONFIDENTIALITY
E0ployee recogni9es and ac?nowledges that the software syste0s+ incl8ding
specifications+ progra0s and doc80entation+ the 0ethods and data which Co0pany
owns+ plans or develops+ whether for its own 8se or for 8se by its clients+ develop0ents+
designs+ inventions and i0prove0ents+ trade secrets and wor?s of a8thorship are
confidential and are the property of Co0pany. E0ployee also recogni9es that
Co0pany>s c8sto0er lists+ s8pplier lists+ proposals and proced8res are confidential and
are the property of Co0pany. E0ployee f8rther recogni9es and ac?nowledges that in
order to enable Co0pany to perfor0 services for its clients+ those clients 0ay f8rnish to
Co0pany confidential infor0ation concerning their b8siness affairs+ property+ 0ethods
of operation or other dataB that the goodwill afforded to Co0pany depends 8pon+ a0ong
other things+ Co0pany and its e0ployees ?eeping s8ch services and infor0ation
confidential. All of these 0aterials and infor0ation incl8ding that relating to Co0pany>s
syste0s and Co0pany>s clients+ will be referred to below as 3Proprietary nfor0ation.3

NON-DISCLOSURE
E0ployee agrees that+ e:cept as directed by Co0pany+ and in the ordinary co8rse of
Co0pany>s b8siness+ E0ployee will not at any ti0e+ whether d8ring or after E0ployee>s
e0ploy0ent with Co0pany+ disclose to any person or 8se+ directly or indirectly+ for
E0ployee>s own benefit or the benefit of others+ any Proprietary nfor0ation+ or per0it
any person to e:a0ine or 0a?e copies of any doc80ents which 0ay contain or is
derived fro0 Proprietary nfor0ation+ whether prepared by E0ployee or otherwise
co0ing into E0ployee>s possession or control. E0ployee agrees that the provisions of
this paragraph shall s8rvive the ter0ination of this Agree0ent and E0ployee>s
e0ploy0ent by Co0pany.

POSSESSION
E0ployee agrees that 8pon re=8est by Co0pany+ and in any event 8pon ter0ination of
E0ployee>s e0ploy0ent+ E0ployee shall then over to Co0pany all doc80ents+ papers
or other 0aterial in E0ployee>s possession or 8nder E0ployee>s control which 0ay
contain or be derived fro0 Proprietary nfor0ation+ together with all doc80ents+ notes or
E0ployee>s wor? prod8cts which are connected with or derived fro0 E0ployee>s
services to Co0pany and all copies of software obtained fro0 Co0pany shall be either
E0ploy0ent Agree0ent for 1ey E0ployee
Page 2 of A
Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
ret8rned to Co0pany or+ as appropriate+ per0anently deleted. Upon ter0ination of
E0ployee>s e0ploy0ent with Co0pany+ E0ployee agrees to pay in f8ll any a0o8nt
owed Co0pany+ incl8ding b8t not li0ited to 0onies 8sed to p8rchase co0p8ter
hardware. !he ret8rn of any co0p8ter hardware p8rchased by E0ployee will not be
accepted in lie8 of s8ch pay0ent.

OWNERSHIP
E0ployee hereby assigns and agrees to assign to Co0pany or its s8bsidiaries or
affiliates+ as appropriate+ its s8ccessors+ assigns or no0inees+ E0ployee>s entire right+
title and interest in any develop0ents+ designs+ patents+ inventions and i0prove0ents+
trade secrets+ trade0ar?s+ copyrightable s8bCect 0atter or proprietary infor0ation which
E0ployee has 0ade or conceived+ or 0ay 0a?e or conceive+ either solely or Cointly with
others+ while providing services to Co0pany+ or with the 8se of the ti0e+ 0aterial or
facilities of Co0pany or relating to any act8al or anticipated b8siness+ research+
develop0ent+ prod8ct+ service or activity of Co0pany ?nown to E0ployee while
e0ployed at Co0pany+ or s8ggested by or res8lting fro0 any tas? assigned to
E0ployee or wor? perfor0ed by E0ployee for or on behalf of Co0pany+ whether or not
s8ch wor? was perfor0ed prior to the date of this Agree0ent.
t is f8rther agreed+ that witho8t charge to Co0pany+ b8t at its e:pense+ E0ployee will
e:ec8te and deliver all s8ch f8rther doc80ents as 0ay be necessary+ incl8ding original
applications and applications for renewal+ e:tension or reiss8e of s8ch patents+
trade0ar? registrations or copyright registrations+ in any and all co8ntries+ to vest title
thereto in Co0pany+ its s8ccessors+ assigns or no0inees.
NON-COMPETITION
E0ployee agrees that beca8se of the confidential and sensitive nat8re of the
Proprietary nfor0ation and beca8se the 8se of+ or even the appearance of the 8se of+
the Proprietary nfor0ation in certain circ80stances 0ay ca8se irreparable da0age to
Co0pany and its rep8tation+ or to clients of Co0pany+ E0ployee shall not+ 8ntil the
e:piration of 5$U.*E&6 year after the date on which E0ployee>s e0ploy0ent with
Co0pany ter0inates for any reason+ engage+ directly or indirectly+ or thro8gh any
corporation or associates in any b8siness+ enterprise or e0ploy0ent which directly
solicits b8siness+ perfor0s services or delivers goods that are co0petitive to those of
Co0pany to any c8sto0er or prospect of Co0pany. Co0pany and E0ployee agree that
this covenant is fair and reasonableB however+ in the event that a co8rt sho8ld decline to
enforce these provisions+ E0ployee and Co0pany agree that the provisions sho8ld be
0odified to restrict E0ployee>s co0petition with Co0pany to the 0a:i080 e:tent
enforceable+ b8t in no event will the covenants be interpreted as 0ore restrictive to
E0ployee.

INJUNCTIVE RELIEF
E0ploy0ent Agree0ent for 1ey E0ployee
Page D of A
Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
E0ployee ac?nowledges that disclos8re of any Proprietary nfor0ation by E0ployee or
breach by E0ployee of any of the covenants not to co0pete will give rise to irreparable
inC8ry to Co0pany+ or clients of Co0pany. E0ployee also agrees that this inC8ry to
Co0pany+ or clients of Co0pany+ wo8ld be inade=8ately co0pensated in 0oney
da0ages alone. Accordingly+ Co0pany or+ where appropriate the client of Co0pany+
0ay see? and obtain inC8nctive relief against the breach+ or threatened breach+ of the
disclos8re of any Proprietary nfor0ation by E0ployee+ or breach by E0ployee of any of
the covenants not to co0pete+ in addition to any other legal re0edies which 0ay be
available. Co0pany f8rther ac?nowledges that the enforce0ent of a re0edy here8nder
by way of inC8nction wo8ld not prevent E0ployee fro0 earning a reasonable livelihood
since E0ployee>s e:perience and capabilities wo8ld be s8ch that in the event that
E0ployee>s e0ploy0ent with Co0pany ter0inates for any reason+ E0ployee will be
able to obtain e0ploy0ent in b8siness activities which are not restricted by this
Agree0ent.

GENERAL
!his Agree0ent contains the entire 8nderstanding between Co0pany and E0ployee
relating to the s8bCect 0atter of confidentiality+ wor? prod8ct and non<co0petition. !his
Agree0ent shall be governed by and constr8ed in accordance with the laws of the State
of 5S!A!E;P&(-$CE6+ and 0ay be 0odified only by a writing signed by E0ployee and
Co0pany. E0ployee hereby consents to the e:cl8sive C8risdiction of the co8rts of the
State of 5S!A!E;P&(-$CE6 sitting in 5S!A!E;P&(-$CE6 or the ,ederal co8rts sitting
in 5S!A!E;P&(-$CE6. !he provisions of this Agree0ent relating to confidentiality and
non<co0petition shall s8rvive any ter0ination of e0ploy0ent.
$ /!$ESS )E&E(,+ each party to this Agree0ent has ca8sed it to be e:ec8ted on
the date indicated above.
E.P"('EE C(.PA$'

A8thori9ed Signat8re A8thori9ed Signat8re

Print $a0e and !itle Print $a0e and !itle
E0ploy0ent Agree0ent for 1ey E0ployee
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