VENDOR NON-SOLICITATION, NON-COMPETENCE AND NON

DISCLOSURE AGREEMENT
This non-disclosureagreement ("Agreement") is entered at [insert
place], on this [insert date] day of [insert month], 2016 between:
A. PARTY A and B. PARTY B
PART I: CONFIDENTIAL INFORMATION
1.1 Confidential Information
For purposes of this Agreement,Confidential Information shall include
all information or material that has or could have commercial value or
other utility in the business in which theDisclosing Party is engaged. If
Confidential Information is in written form, theDisclosing Party shall
mark or stamp the material with the word Confidential or some
similar warning. If Confidential Information si transmitted orally,
theDisclosing Party shall promptly provide a writing indicating that
such oralcommunication constituted Confidential Information.
1.2 Exclusions for Confidential Information
vendor's obligations under this Agreement do not extend to
information that is: (a) publicly known at the timeof disclosure or
subsequently becomes publicly known through no fault of the vendor;
(b) discovered or created by the vendor before disclosure by Disclosing
Party; (c) learned by the vendor through legitimate mansother than the
Disclosing Party of Disclosing Partys representatives; (d) isdisclosed by
vendor with Disclosing Partys prior written approval.
1.3 Obligations of vendor
vendor shall hold and maintain theConfidential Information in strictest
confidence for the sole and exclusive benefitof the Disclosing Party.
vendor shall carefully restrict access toConfidential Information to its
employees, contractors and third parties as isreasonably required and
shall require those persons to sign nondisclosurerestrictions at least as
protective as those in this Agreement. vendor shallnot, without prior
written approval of Disclosing Party, use for vendorsown benefit or to
the detriment of Disclosing Party, any Confidential Information. Vendor
shall return to Disclosing Party any and all records, and other written,
printed or tangible materials in its possession pertaining to

ConfidentialInformation immediately of Disclosing Party requesting it in

writing.
1.4 Time Periods
The nondisclosure provisions in this Agreement shall survive
thetermination of this Agreement and vendors duty to hold
ConfidentialInformation in confidence shall remain in effects unit the
Conferential Informationno longer qualifies as a trade secret or until
the Disclosing party sends ReceivingParty written notice releasing
vendor from this Agreement, whichever occurs firs.
1.5 Relationship
Nothing contained in this Agreement shall be deemed to
constituteeither party a partner, joint venturer or employee of the
other party for any purpose- If a court finds any provision of this
Agreement invalid or unenforceable, theremainder of this Agreement
shall be interpreted so as to effect the intent of the parties.
1.6 Integration
This Agreement expresses the complete understanding of the
partieswith respect to the subject matter and supersedes all prior
proposals, agreements,representations and understandings. This
Agreement may not be amended exceptin a writing signed by both
parties.
1.7 Waiver
The failure to exercise any right provided in this Agreement shall not
bea waiver of prior or subsequent rights.This Agreement and each
partys obligations shall be binding on the representatives,assigns and
successors of such party. Each party has signed this Agreement
through its authorized representative.
PART II NON COMPETENCE
2.1 The Vendor acknowledges that the Company may, in reliance of
this agreement, provide the Employee access to trade secrets,
customers and other confidential data and good will. The Vendor
agrees to retain said information as confidential and not to use said
information on his or her own behalf or disclose same to any third
party. The Vendor also agrees to take reasonable security measures to

prevent accidental disclosure.

2.2 The Vendor shall not own, manage, operate, consult or be
employed in a business substantially similar to, or competitive with,
the present business of the Company or such other business activity in
which the Company may substantially engage during the term of
supply.
2.3 This non-compete agreement shall extend for a radius of _______
miles of the Company's present location and shall be in full force and
effect during the period of supply and for________ years following
termination, notwithstanding the cause or reason for termination.
This agreement shall be binding upon and inure to the benefit of the
parties, their successors, assigns, and personal representatives.

PART III NON-SOLICITAION

During the term of this Agreement and for a period of [insert time
periodgenerally in range of 6 months-2 years] after Vendor's contract
with the Company has terminated (regardless of the reason for
termination), Vendor shall not, directly or indirectly make statements
or take actions which solicit, divert, take away or attempt to solicit,
divert or take away any customers of the Company or any of its
affiliates. Furthermore, Vendor shall not, directly or indirectly, persuade
or entice, or attempt to persuade or entice:
3.1 Any Vendor or consultant of the Company or any of its affiliates to
terminate his/her contract or service relationship with the Company or
any of its affiliates, participate in any manner in the formation of any
competing business referenced under Section 3, or to do any other act
that is inconsistent with the interests of the Company or any of its
affiliates.
3.2 Any person or entity to terminate, cancel, rescind or revoke its
business or contractual relationships with the Company or any of its
affiliates, in whole or in part.
3.3 The terms of this Section 4 shall be construed so as to govern over
any other nonsolicitation or noninterference agreements between the
Company and Vendor. Any such agreements shall remain in full force
and effect unless otherwise stated in a writing signed by Vendor and
the Companys Chief Executive Officer.

I have read, understand and hereby voluntarily accept the terms of

agreement outlined above.
Executed this ___________day of _________________________, 2016.
EMPLOYEE
(Name) ______________________
(NAME)_______________________
(SIGNATURE)_________________
(SIGNATURE)__________________

VENDOR