GRACE FARMS FOUNDATION INC.

& GOURMET EXPRESS LTD. (DBA PETER CALLAHAN CATERING)

Employee & Intern Non-Disclosure and Non-Solicitation Agreement
Grace Farms Foundation, Inc. (the Company) is a non-profit organization developing a rural site in
New Canaan, Connecticut which hosts events. Peter Callahan Catering (the Vendor) is a culinary
design studio which provides custom catering services
Given the highly confidential nature of the Companys development plans and the environment in which
it operates, the disclosure by a current or former employee or intern of Peter Callahan Catering to anyone
of any confidential information about the Company, its clients, development plans, or services could give
rise to serious damage to the Company. Similarly, a current or former employees or interns solicitation
of employees or clients of the Company could result in severe damage to the Company.
EMPLOYEE COVENANTS
As a condition of employment (or internship, as the case may be) or continued employment by the
Vendor, and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, I agree as follows:
1. Trade Secrets/Confidential Information: I agree that I shall not at any time or in any manner use
for my own benefit or divulge, disclose or communicate to any person, firm or corporation any
trade, technical or technological secrets of the Company; any details of the Company's organization
or business affairs, its manner of operation, its plans and/or processes; any names of past or present
clients or employees of the Company; any recipes or preparation techniques or processes; any trade
designs, fixtures or technical drawings; or any other information relating to the business of the
Company, without regard to whether all of the foregoing matters shall be deemed confidential,
material, or important. With respect to the foregoing, I hereby stipulate and agree that the same are
confidential, material, and important, and any breach of this covenant, whether during or after my
employment (or internship) with the Vendor, shall adversely affect the business of the Company, its
effective and successful management, and its inherent good will. As such, I will safeguard such
Confidential Information and will not use or disclose any Confidential Information in any
manner, except as required by law or with the express written consent of the Company. Upon
termination of my employment (or internship) with the Vendor, I will promptly return to the
Company all documents, records, data or electronic devices that contain any Confidential
Information. In addition, I will delete any Confidential Information from any personal electronic
device. Furthermore and specifically, I will not take any photographs of the Grace Farms
Foundation, Inc.s site, buildings, construction operations, guests, clients or any other details
of the property or events taking place thereon. I understand and agree that I will not take any
photographs during my time of employment on the Companys site in New Canaan,
Connecticut.
2. Solicitation of Employees: During the term of my employment (or internship), and for a period of
three (3) years thereafter, I agree that I shall not induce, or attempt to influence, directly or
indirectly, individually or with others, any employee of the Company or Vendor to terminate
employment with the Company or to enter into any employment or other business relationship with
any other person or corporation.
3. Solicitation of Clients: During the term of my employment (or internship), and for a period of
three (3) years thereafter, I agree that I shall not, directly or indirectly, acting alone or in
conjunction with others, solicit, contract with or otherwise do business with any current customer or
client of the Company or Vendor, or customers or clients with whom the Company or Vendor has
transacted business in the twelve (12) months prior to the effective termination date of my

employment (or internship). I further agree that I shall not, directly or indirectly, acting alone or in
conjunction with others, request that any current customers or clients of the Company or Vendor
curtail or cancel their business with Company or Vendor or to enter into any business relationship
with any other person or corporation.
4. Equitable Relief. In the event I breach, or the Company or Vendor reasonably believes that I am
about to breach, any of the covenants contained herein, the Company or Vendor shall be entitled to
a preliminary injunction and restraining order. I hereby consent to the issuance of such injunction or
restraining order, without the necessity of posting bond. I acknowledge that a breach of any of the
covenants contained herein would result in immediate, substantial and irreparable harm to the
Company or Vendor. I further agree that the provisions contained herein are reasonable and
necessary to protect the Company or Vendor and its bona fide interests. Such equitable remedies
shall not be deemed to be exclusive of any other remedies available to the Company or Vendor, by
judicial or arbitral proceedings or otherwise. In the event of my non-compliance with any
obligations or covenants contained herein, the duration of such obligations and covenants shall be
extended by the duration of the period of non-compliance.
5. General. Each covenant set forth above is an independent and separate covenant. In the event a
court of competent jurisdiction determines that any term or provision hereof is invalid or
unenforceable, or, with regard to the restrictive covenants, excessive in duration or scope, I agree
that such provisions shall be reformed and replaced by a term or provision that is valid and
enforceable and that becomes closest to expressing the intention of such invalid or unenforceable
term or provision. The invalidity of any provision or any covenant will not affect the validity or
enforceability of any other provision or covenant.
I acknowledge that this Agreement does not create a contract of employment for any term and that
my employment with the Vendor remains at-will. I agree that any violation of this Agreement
shall subject me to immediate dismissal for cause.
This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the principles of conflicts of law. Any action to enforce any term of
this Agreement shall be brought solely in the state of New York, and the prevailing party in any
such action shall recover its reasonable attorneys fees and costs from the non-prevailing part. The
provisions of this Agreement shall remain in full force and effect until amended in writing by the
Company or until they terminate as provided herein.
I HAVE READ AND AGREE TO THIS AGREEMENT AS A CONDITION OF MY
EMPLOYMENT, this date _____________________________
___________________________________
Employee Signature
_________________________________
Print Employee Name
(Do not sign unless you have read the Agreement)