EmployeeNonDisclosure,NonsolicitationandNonCompete

Agreement
Employee Non disclosure, Non solicitation and NonCompete Agreement, dated as of 4th
November, 2015 (this "Agreement"), between Alive Now Inc., (the "COMPANY"), and ABC, an
individualwithaprincipalplaceofresidencelocatedat___________("Executive").
InconsiderationofExecutiveemploymentorcontinuedemployment,asthecasemaybe,withAlive
Now Inc. (the "Company"), and the compensation received by Executive from the COMPANY, from
timetotime,theExecutiveherebyagreewiththeCompanyasfollows

PARTI:ConfidentialInformation
1.

TheExecutiveacknowledgesthatAliveNowInc.(theCOMPANY)istheexclusiveownerofits
ConfidentialInformation,whichincludesallinformationregardlessofitsformofrecording,notin
thepublicdomain,relatingto:
i.

All inventions, patents, trademark, copyright, industrial design, secrets, trade secrets,
knowhow, ideas, and processes of the COMPANY. More specifically, the inventions,
patents, trade secrets, further technical, business and process related developments
related to the product and services of the COMPANY, in name and in relation to the
NewsfeedSmartApps.

ii. Information on customers of the COMPANY: names, addresses, telephone numbers,

contactpersons,medicalinformation,andbankinginformation.
iii. ProprietaryandfinancialinformationoftheCOMPANY:prices,salesinformation,terms
of contracts with discounts, costs, the names of the organizations suppliers and
customers.
iv. The COMPANYS business methods, practices, strategies, and related information
including marketing and advertising, and indices, techniques, and data retention
methodologiesbywhichtheCOMPANYmaintainsinformationregardingitsclients.
v. All information regarding the Companies employees and its related human resources
information,includingemployeemanuals,interviewingtechniques,andtrainingmanuals.
vi. Information received by the COMPANY from third persons to whom it owes a duty of
confidence.
Proprietaryright
2.
The Executive acknowledges that all Confidential Information constitutes a proprietary right
whichtheCOMPANYanditsaffiliatedorganizationsareentitledtoprotect.
Nondisclosure
3.
TheExecutiveagreesthatfromthetimeofterminationdiscussionandafterterminationofthe
employment with the COMPANY, Executive will not disclose any Confidential Information to
anyperson,includinganycompetitoroftheCOMPANY,orfutureemployerofmine.

4.

The Executive agrees that from the time of termination discussion and after termination of
employment with the COMPANY, Executive will not make copies, summaries, or extracts of
Confidential Information, nor will I remove any Confidential Information from the place of
businessunlessauthorisedbytheCOMPANY.

5.

TheExecutiveagreesthatfromthetimeofterminationdiscussionandafterterminationofthe
employment with the COMPANY or at any time thereafter, Executive will not disclose any
Confidential Information concerning the COMPANY or its affiliated corporations which could
adverselyaffecttheorganizationsimage,reputationorvalue.

Returnemployersproperty
6.
TheExecutiveagreesthatonterminationofmyemploymentwiththeCOMPANYoratanytime
the COMPANY may request, to promptly deliver all memoranda, notes, records, reports,
manuals,andanyotherhardcopydocumentsorelectronicdatabelongingtotheCOMPANY,
orcontainingConfidentialInformation,includingallcopiesofmaterialsExecutivemaypossess
orhaveundermycontrol.
Exitinterview
7.
TheExecutiveagreesthat,beforeleavingtheCOMPANY,reviewwiththepersondesignated
forthispurposebytheCOMPANY,thenatureandtypeofConfidentialInformationtowhichthe
Executive had access and shall sign an acknowledgement describing the nature and type of
ConfidentialInformationwhichtheExecutiveisdutyboundnottouseordisclose.

PARTII:NonCompete
1.

The Executive agrees that throughout the restricted period whether, directly or indirectly,
anywhereintheGeographicArea,own,manage,control,engagein,beemployedbyoractas
a consultant to any Person directly or indirectly engaged in, or maintain any interest in or
provide or arrange financing for any Person (whether as a director, officer, agent,
representative, security holder, equity owner, partner, member or otherwise) directly or
indirectly engaged in, a Competing Businessprovided, however, that the Executive may own
not more than 1% of any class of publicly traded securities of any legal entity engaged in a
CompetingBusiness.
"Competing Business" means any business or organization engaged, directly or indirectly, in
the design, development, ownership, manufacture, and sourcing, wholesale or retail sale,
operation
"Restricted Period" means in the event of termination for Cause, resignation by Executive
without Good Reason would be three years following the termination of employment or in the
eventofterminationwithoutCauseorresignationbymeforGoodReason,foraperiodequalto
theshorteroffiveyearsfollowingtheterminationofemploymentortheperiodduringwhichthe
COMPANYcontinuestopaytheSalaryinaccordancewithitsregularpayrollpractices.
"GeographicArea"meansanywhereintheworldwheretheCOMPANYhasorhashadoffices
orcustomers.

Mandatorydisclosure
2.

The Executive agrees that I will promptly disclose to the COMPANY(or any persons
designated by it) all discoveries, developments, designs, improvements, inventions,
blueprints, formulae, processes, techniques, computer programs, strategies, knowhow and
data, whether or not patentable or registerable under copyright or similar statutes, made or
conceivedorreducedtopracticeorlearnedbyExecutive,eitheraloneorjointlywithothers,
during the period of Executives employment that are related to the business of the
COMPANY or that result from tasks assigned to the Executive by the COMPANY or that
result from the use of premises or property (including computer systems and engineering
facilities) owned, leased or contracted for by the COMPANY (all such discoveries,
developments, designs, improvements, inventions, formulae, processes, techniques,
computerprograms,strategies,blueprints,knowhowanddataarehereinafterreferredtoas
"Inventions").TheExecutiveagreesthatIwillalsopromptlydisclosetotheCOMPANY,and
the COMPANY hereby agrees to receive all such disclosures in confidence, all other
discoveries, developments, designs, improvements, inventions, formulae, processes,
techniques, computer programs, strategies, blueprints, knowhow and data, whether or not
patentableorregisterableundercopyrightorsimilarstatutes,madeorconceivedorreduced
topracticeorlearnedbyExecutive,eitheraloneorjointlywithothers,duringtheperiodofmy
employment for the purpose of determining whether they constitute "Inventions" of the
COMPANY.TheInventionsherealsorelatestoalldevelopmentswithrespecttotheproduct
andservicesoftheCOMPANY,innameoftheNewsfeedSmartApps.

PARTIII:Nonsolicitation
Nonsolicitationofclients
1.
The Executive agrees for a period of twelve (12) months from the date of termination of my
employment with the COMPANY not to directly or indirectly solicit competitive business from
anyclientorcustomeroftheorganization(includinganypotentialclientoftheCOMPANY)that
was contacted, solicited, or served by Executive or about which I received confidential
information while I was employed by the COMPANY, nor for the same period of time, will I
perform services or accept any business, competitive with that of the COMPANY, directly or
indirectly from any of the customers and clients described above, which involves Executive
performing similar functions or acting in a similar capacity as when employed with the
COMPANY.
Nonsolicitationofotheremployees
2.
TheExecutiveagreesafterterminationofmyemploymentwiththeCOMPANYforaperiodof
twelve(12)monthsafterleavingforanyreasonwhatsoever,nottodirectlyorindirectlyrecruit,
solicit,orotherwiseinduceorattempttoinduceanyemployeeoftheCOMPANYtoterminate

hisorheremploymentwiththeCOMPANYorotherwisetoactcontrarytotheinterestsofthe
COMPANY.

NonsolicitationofotherBusinessPartners
3.
TheExecutiveagreesforaperiodoftwentyfour(24)monthsfromthedateofterminationofmy
employment with the COMPANY not to directly or indirectly solicit our business partners, for
purpose of creating any business relations with them, which includes creating Business
partnerships,employment(permanentorcontract).

PARTIV:GeneralProvisions
Necessaryprotections
1.
IacknowledgethattherestrictionscontainedinthisAgreementarenecessaryfortheprotection
and goodwill of the COMPANY and I consider them to be reasonable for that purpose. I
thereforeagreethatanybreachofthetermsofthisAgreementislikelytocausetheCOMPANY
substantial and irrevocable damage and irreparable harm. In the event of any such breach,
The Executive agrees that the COMPANY, in addition to such other remedies which may be
available, shall be entitled to specific performance and other injunctive or marketing relief
includinginterimorinterlocutoryrelief,ifdemanded.
Continuingobligations
2.
TheExecutiveagreesthattheprovisionsofthisScheduleshallsurvivetheterminationofmy
employmentrelationshiphoweveritmayarise.
Severability
3.
IntheeventthatanyprovisionofthisAgreementorpartthereofshallbedeemedvoid,invalid,
illegalorunenforceableinwholeorinpart,theremainingprovisionsorpartsshallremaininfull
forceandeffect.
ReadingandUnderstanding
4.
Executive is signing this agreement after reading and understanding each clause of this
agreement.

___________________________
SignatureofEmployee

ABC
NameofEmployee

___________________________
SignatureofEmployer

AliveNow
NameofEmployer