Common use of Competition; Confidential Information Clause in Contracts

Competition; Confidential Information. The Executive and the Corporation recognize that, due to the nature of his prior association with the Corporation and of his engagement hereunder, and the relationship of the Executive to the Corporation, both in the past as an executive and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Corporation and its affiliates, including, without limiting the generality of the foregoing, information with respect to the Corporation' present and prospective systems, customers, agents, accounts, deposits, loans and sales and marketing methods. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Corporation and its affiliates and that disclosure of such information or its use by others could cause substantial loss to the Corporation. The Executive and the Corporation also recognize that an important part of the Executive's duties will be to develop good will for the Corporation and its affiliates through his personal contact with customers, agents and others having business relationships with the Corporation and its affiliates, and that there is a danger that this good will, a proprietary asset of the Corporation and its affiliates, may follow the Executive if and when his relationship with the Corporation is terminated. The Executive accordingly agrees as follows: (a) The Executive agrees that for the duration of the Initial Employment Period, or, if extended, for the Extension Period, whether or not the Executive's employment has been terminated pursuant to Section 4.1(b) hereof prior to the expiration of said Initial Employment Period or said Extension Period, the Executive will not (for his benefit or for the benefit of anyone other than the Corporation or any of its affiliates) directly or indirectly solicit, or in any way contract with, any Client (as defined below in this clause (a)) to perform any service which is the same or materially similar to services being, or within the twelve months prior to said termination having been, provided on behalf of the Corporation or one of its affiliates by the Executive, in projects of the Corporation in which the Executive materially participated and/or for which the Executive supervised. A "Client" is defined as any person or entity who, at the time of said termination of the Executive's employment or within twelve months prior thereto, generated revenue of more than a de minimis amount for the Corporation or any of its affiliates. For purposes of this Section 2.1, the term "affiliates" shall be defined as any entity that controls, or is controlled by or is under common control with the Corporation, but shall exclude those entities that fall within this definition after termination of the Executive's employment pursuant to Section 4.1(b) hereof.

Competition; Confidential Information. The Executive and the Corporation recognize that, that due to the nature of his the Executive's prior association with the Corporation Compact Connection, Inc., the Nevada Corporation, and of his the Executive's engagement hereunder, and the relationship of with the Executive to the Corporation, both in the past as an executive and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Corporation and its affiliates, including, without limiting the generality of the foregoing, information with respect to the Corporation' their present and prospective products, systems, customers, agents, accounts, deposits, loans processes and sales and marketing methods. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Corporation and its affiliates and that disclosure of such information it or its use by others could cause substantial loss to the Corporation. The Executive and the Corporation also recognize that an important part of the ExecutiveCorporation's duties will shall be to develop good will for the Corporation and its affiliates through his personal contact with customers, agents and others having business relationships with the Corporation and its affiliates, and that there is a danger that this good will, a proprietary asset of the Corporation and its affiliates, may follow the Executive if and when his relationship with the Corporation is terminated. The Therefore, the Executive accordingly hereby agrees as follows: (a) The Executive agrees During the term of employment with the Corporation and for a period of three (3) years commencing on that for the duration of the Initial Employment Period, or, if extended, for the Extension Period, whether or not date upon which the Executive's employment has been terminated pursuant to Section 4.1(b) hereof prior to relationship with the expiration of said Initial Employment Period or said Extension PeriodCorporation shall terminate for any reason whatsoever, the Executive will not shall not, directly or indirectly, own, manage, operate, join or -------------------------------------------------------------------------------- Intials: Piercy:_____ Corporation: _____ 4 of 6 control, or participate in the ownership, management, operation or control of, or be a director, stockholder or an employee of, or a consultant to, any business, firm, corporation or entity which (for his benefit or for i) is conducting any business which competes with the benefit business of anyone other than the Corporation or any of its affiliates) directly or indirectly solicitaffiliates as conducted at any time during the term of employment with the Corporation, or in any way contract with(ii) is or was a vendor, any Client (as defined below in this clause (a)) to perform any service which is the same supplier, customer or materially similar to services being, or within the twelve months prior to said termination having been, provided on behalf distributor of the Corporation or one of its affiliates by the Executive, in projects of the Corporation in which the Executive materially participated and/or for which the Executive supervised. A "Client" is defined as any person or entity who, at the time of said termination of the Executive's employment or within twelve months prior thereto, generated revenue of more than a de minimis amount for the Corporation or any of its affiliates. For purposes of this Section 2.1, affiliates at any time during the term "affiliates" shall be defined as any entity that controls, or is controlled by or is under common control of employment with the Corporation. The Executive further agrees that he shall not, during the term of his employment with the Corporation and for a period of three (3) years following that date upon which his employment relationship with the Corporation shall terminate for any reason whatsoever, solicit, directly or indirectly, for his own account or for the account of others, orders for merchandise, products or services of a kind and nature like or similar to merchandise, products and services sold or rendered by the Corporation during his employment with the Corporation from any person or entity which was a customer (the definition of which includes, specifically, distributors with whom the Corporation does business) of the Corporation or which the Corporation was actively soliciting to be a customer during the twelve (12) month period immediately preceding that date upon which his employment relationship with the Corporation shall have terminated; nor shall he at any time, directly or indirectly, urge any customer or potential customer of the Corporation to discontinue, in whole or in part, business, or not to do business with, the Corporation; nor shall he at any time during the term of his employment with the Corporation and for a period of three (3) years following that date upon which his employment relationship with the Corporation shall terminate for any reason whatsoever, directly or indirectly induce or attempt to influence any employee of the Corporation to terminate his or her employment with the Corporation. b) The Executive shall not, either during the term of this Agreement or at any time for a period of three (3) years subsequent to that date upon which his employment relationship with the Corporation shall terminate for any reason whatsoever, disclose to any person or entity, other than in the discharge of his contractual duties to the Corporation, any information concerning (a) the business operations or internal structure of the Corporation; (b) the customers, distributors, suppliers and vendors of the Corporation; ( c) his work performed for any customer of the Corporation; or (d) any method or procedure relating or pertaining to projects developed or implemented by the Corporation or contemplated by the Corporation to be developed or implemented. Further, upon termination of his employment relationship with the Corporation for any reason whatsoever, he shall not take, without the prior written consent of the Board of Directors of the Corporation, any data, reports, programs, tapes, card decks, photocopies, computer disks, listings (including, but shall exclude those entities that fall within this definition after termination not limited to, lists of customers, distributors, vendors/suppliers, costs and prices), programming documentation, or any other written, graphic or recorded information, instrument or document relating or pertaining to the Executive's employment pursuant to Section 4.1(b) hereofCorporation.

Competition; Confidential Information. The Executive and the Corporation recognize that, due to the nature of his prior association with the Corporation and of his engagement hereunder, and the relationship of the Executive to the Corporation, both in the past as an executive and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Corporation and its affiliates, including, without limiting the generality of the foregoing, information with respect to the Corporation' 's present and prospective systems, customers, agents, partnerships, accounts, deposits, loans and sales and marketing methodsactivities. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Corporation and its affiliates and that disclosure of such information or its use by others could cause substantial loss to the Corporation. The Executive and the Corporation also recognize that an important part of the Executive's duties will be to develop good will for the Corporation and its affiliates through his personal contact with customers, agents and others having business relationships with the Corporation and its affiliates, and that there is a danger that this good will, a proprietary asset of the Corporation and its affiliates, may follow the Executive if and when his relationship with the Corporation is terminated. The Executive accordingly agrees as follows: (a) The Executive agrees that during the length of this Agreement and for the duration a period of the Initial Employment Period, or, if extended, for the Extension Period, whether or not the Executive's employment has been terminated pursuant to Section 4.1(b) hereof prior to the expiration of said Initial Employment Period or said Extension Periodtwelve months thereafter, the Executive will not (for his benefit or for the benefit of anyone other than the Corporation or any of its affiliates) directly or indirectly solicit, or in any way contract with, any Client (as defined below in this clause (a)) to perform any service which is the same or materially similar to services being, or within the twelve months prior to said the termination of this Agreement having been, provided on behalf of the Corporation or one of its affiliates by the Executiveaffiliates, in projects of the Corporation in which the Executive materially participated and/or for which the Executive directly or indirectly supervised. A "Client" is defined as any person or entity who, at the time of said the termination of the Executive's employment this Agreement or within twelve months prior thereto, generated revenue of One Million Dollars ($1,000,000) or more than a de minimis amount for the Corporation or any of its affiliates. For purposes of this Section 2.1, the term "affiliates" shall be defined as any entity that controls, or is controlled by or is under common control with the Corporation, but shall exclude those entities that fall within this definition after termination of the Executive's employment pursuant to Section 4.1(b) hereof. (b) The Executive agrees that during the length of this Agreement and for a period of twelve months thereafter, the Executive will not (for his benefit or for the benefit of anyone other than the Corporation or any of its affiliates) directly or indirectly solicit, or in any way contract with, any Potential Client (as defined below in this clause (b)) to perform any service which is the same or materially similar to services as those which are or were being proposed to be offered to said Potential Client by the Corporation or one of its affiliates. A "Potential Client" is defined as any person or entity who was being, at the time of the termination of this Agreement, or, within the twelve months prior thereto had been, meaningfully solicited to become a client of the Corporation or one of its affiliates by the Executive or other persons at or above the level of project manager for whom the Executive had direct or indirect supervisory responsibility. In the event that the Executive violates the provisions of this subparagraph without knowledge of such violation, upon notice from the Corporation informing him of the nature of such violation, the Executive shall immediately terminate any actions which constitute such violation; and, provided the violation ceases immediately upon receipt of written notice to the Executive of such violation, the Executive will not be deemed in default of this provision, and no further action shall be taken against the Executive. (c) The Executive agrees that during the length of this Agreement and for a period of twelve months thereafter, the Executive will not (for his benefit or for the benefit of anyone other than the Corporation or any of its affiliates) directly or indirectly engage in or conduct any business which directly competes with any aspect of the business of the Corporation or any of its affiliates. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Executive from working for a subsequent employer that, in some aspects of its business, may compete with the Corporation, provided that the Executive is not directly or indirectly involved in any of the aspects of such subsequent employer's business that competes with the Corporation. (d) Nothing in this Article II shall be construed to prevent the Executive from owning, as an investment, not more than 1% of a class of equity securities issued by any issuer and publicly traded and registered under section 12 of the Securities Exchange Act of 1934, of a company that, in some aspects of its business, may compete with the Corporation.

Competition; Confidential Information. The Executive and the Corporation Company recognize that, that due to the nature of his prior association employment and his relationship with the Corporation and of his engagement hereunder, and the relationship of the Executive to the Corporation, both in the past as an executive and in the future hereunderCompany, the Executive has had access to and has acquired, will have access to to, and has acquired and will acquire, and has assisted in and may will assist in developing, confidential and proprietary information relating to the business and operations of the Corporation and its affiliatesCompany, including, without limiting the generality of the foregoing, information with respect to the Corporation' present and prospective development of the Company, product development and costs, business plans, services, products, systems, customers, agents, accounts, deposits, loans and sales and marketing methodsmethods of the Company. The Executive acknowledges that such information has been and will continue to be of central importance to the Company's business of the Corporation and its affiliates and that disclosure of such information it to or its use by others could cause substantial loss to the CorporationCompany. The Executive and the Corporation Company also recognize that an important part of the Executive's duties will be to develop good will goodwill for the Corporation and its affiliates Company through his personal contact with customers, agents the Company's customers and others having business relationships with the Corporation and its affiliatessuppliers, and that there is a danger that this good willgoodwill, a proprietary asset of the Corporation and its affiliatesCompany, may follow the Executive if and when his relationship with the Corporation Company is terminated. The Accordingly, the Executive accordingly agrees as follows: a. He shall not: (ai) The Executive agrees that for During the duration of the Initial Employment Period, or, if extended, and for a period of one (1) year following the Extension Period, whether or not termination of the Executive's employment has been terminated pursuant Employment Period (provided that the Company continues to Section 4.1(b) hereof prior pay to the expiration Executive an amount equal to his Base Salary in effect at the date of said Initial Employment Period such termination, together with the Bonuses and the Fringe Benefits, during such period), own, manage, operate, control, be employed by, engage in or said Extension Periodparticipate in the ownership, management, operation or control of, or be connected in any manner with or have any other direct or indirect financial interest in any business, firm, person, partnership, corporation, enterprise or concern which is engaged in any business of the Executive will not (for his benefit type and character competitive with the Business conducted by the Company or for any Affiliates in any jurisdiction or marketing area of the benefit of anyone other than United States or Europe in which the Corporation Company or any of its affiliatessubsidiaries or Affiliates is doing business. Notwithstanding the foregoing, the Executive shall not be prohibited from owning up to five percent (5%) of any class of securities of a company which is listed on a recognized stock exchange or for which prices are quoted on the National Association of Securities Dealers Automated Quotation System; (ii) During the Employment Period, solicit or attempt to solicit, directly or indirectly solicit, or and in any way contract withcapacity, any Client (as defined below in this clause (a)) to perform any service which is the same or materially similar to services being, or within the twelve months prior to said termination having been, provided on behalf of the Corporation or one of its affiliates by the Executive, in projects of the Corporation in which the Executive materially participated and/or for which the Executive supervised. A "Client" is defined as any person or entity who, at the time of said termination that is a customer or client of the Executive's employment or within twelve months prior thereto, generated revenue of more than a de minimis amount for the Corporation Company or any of its affiliates. Affiliates, or any potential supplier, agent, joint venture partner, investor, customer or client, to which, during the Employment Period, the Company or any Affiliates has made a presentation, or with which, during the Employment Period, the Company or any Affiliates has been having discussions or doing business, not to buy or do business with the Company or such Affiliates, or to buy from or do business with another company with regard to products and services which are a part of the Business of the Company or any of its Affiliates; (iii) For a period of one (1) year following the termination of the Employment Period, solicit or attempt to solicit, directly or indirectly and in any capacity, any person or entity that was a customer or client of the Company or any of its Affiliates during the Employment Period; (iv) During the Employment Period and thereafter, make use of, disclose or divulge to any third party any trade secrets or any other information of a proprietary, secret or confidential nature relating to the Business of the Company or of an Affiliate, which the Company maintains as a trade secret except for information that was lawfully learned or lawfully acquired subsequent to the Employment Period, or information which is readily available from public sources or otherwise in the public domain; (v) During the Employment Period and thereafter, use or allow to be used other than by the Company any trade or business name, or other mark, symbol, logo or other means of identification which was, or is confusixxxx similar to, one which was used by the Company or by an Affiliate and protected by the Company's trademark, copyright or other proprietary right; (vi) During the Employment Period and for a period of one (1) year following the termination of the Employment Period, whether on the Executive's behalf or in conjunction with or on behalf of any other person, firm or company, solicit, encourage or entice away from the Company or from an Affiliate (or attempt to do so) any officer or employee (whether or not such person would commit a breach of contract by so doing); (vii) During the Employment Period and thereafter, interfere or seek to interfere with the continuance of services, equipment, materials, supplies or other goods to the Company or to an Affiliate (or the terms relating to such service, equipment, materials or supplies), from any vendor, subcontractor, supplier or other person or business entity who has been supplying services or goods to the Company or to an Affiliate. b. For purposes of this Section 2.1Agreement, the term "affiliatesAffiliate" shall be defined as mean any person, corporation, subsidiary, or other business entity that which, whether directly or indirectly through one or more intermediaries, controls, or is controlled by by, or is under common control with with, the Corporation, but shall exclude those entities that fall within this definition after termination of the Executive's employment pursuant to Section 4.1(b) hereofCompany.