Common use of Confidential Information and Non-Competition Clause in Contracts

Confidential Information and Non-Competition. The Employee acknowledges that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategy, and trade secrets, all of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, with or without just cause), the Employee shall not be permitted to use or distribute or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer or any of it's affiliates, or to become employed by any person other than a third party person. /s/ Xxxxxxx Xxxxxxx Nov 19,1999 Accepted by: Xxxxxxx Xxxxxxx, The Employee Dated /s/ Xxxxxxx Xxxxxxx Nov 19, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc., Inc. The Employer

Confidential Information and Non-Competition. The Employee acknowledges that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategy, and trade secrets, all of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, with or without just cause), the Employee shall not be permitted to use or distribute or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer or any of it's affiliates, or to become employed by any person other than a third party person. /s/ STOCK: When the underwriting is successfully completed, Xx. Xxxxxx Xxxxxxx will receive 200,000 shares of stock in Xxxxxxxxxxxxxx.xxx Inc. which he agrees to place in escrow with the other employee stock for a period of one year. It is understood that the stock will be free-trading stock that will only be sold on the agreement of the Chairman of the board of directors. Should Xx. Xxxxxxx Nov 19,1999 be terminated before this agreement is completed the shares will be returned to the company on a pro-rata basis as follows: This agreement provides that Xx. Xxxxxxx must return to Xxxxxxxxxxxxxx.xxx Inc. for no consideration-- 100,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason one year from the initial date of the agreement and 50,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason between one and two years from the initial date of the agreement. Accepted by: Xxxxxxx /s/ Xxxxxx Xxxxxxx, The Employee Dated May 10, 01 --------Date Accepted by: /s/ Xxxxxxx Xxxxxxx Nov 19May 10, 1999 Accepted by01 --------Date Stock Market Solutions, Inc. 0000 X.X. Xxxxx Xxxxxxx Xxxxx 000-x Xxxx Xxxxxxxxxx, XX 00000 April 18, 2002 Xx. Xxxxxx Xxxxxxx Via Telefax Re: Employment agreement Dear Sir, In view of your direct purchase of the shares which are the subject of your employment agreement, we hereby waive the requirement to issue these shares to you - as they already have been issued and any right to request a return of the shares - as you have already paid for them. Stock Market Solutions, Inc. Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc., Inc. The EmployerPresident

Confidential Information and Non-Competition. The Employee acknowledges that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategy, and trade secrets, all of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, with or without just cause), the Employee shall not be permitted to use or distribute or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer or any of it's affiliates, or to become employed by any person other than a third party person. /s/ STOCK: When the underwriting is successfully completed, Xx. Xxxxx Xxxxxxx will receive 150,000 shares of stock in SMS solutions which he agrees to place in escrow with the other employee stock for a period of one year. It is understood that the stock will be free-trading stock that will only be sold on the agreement of the Chairman of the board of directors. Should Xx. Xxxxxxx Nov 19,1999 be terminated before this agreement is completed the shares will be returned to the company on a pro-rata basis as follows: This agreement provides that Xx. Xxxxxxx must return to Xxxxxxxxxxxxxx.xxx Inc. for no consideration-- 100,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason one year from the initial date of the agreement and 50,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason between one and two years from the initial date of the agreement. - ----------------------------- ---------------------- Accepted by: Xxxxxx Xxxxxxx, The Employment Dated - ----------------------------- ---------------------- Accepted by: Xxxxxxx Xxxxxxx, The Employee Xxxxxxx Dated /s/ Xxxxxxx Xxxxxxx Nov 19, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc.Solutions, Inc. The Employer0000 X.X. Xxxxx Xxxxxxx Xxxxx 000-x Xxxx Xxxxxxxxxx, XX 00000 April 18, 2002

Confidential Information and Non-Competition. The Employee acknowledges that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategy, and trade secrets, all of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, with or without just cause), the Employee shall not be permitted to use or distribute or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer or any of it's affiliates, or to become employed by any person other than a third party person. /s/ Xxxxxxx Xxxxxxx Nov 19,1999 Should Xx. Xxxxxxxx be terminated before this agreement is completed the shares will be returned to the company on a pro-rata basis as follows: This agreement provides that Xx. Xxxxxxxx must return to Xxxxxxxxxxxxxx.xxx Inc. for no consideration-- 100,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason one year from the initial date of the agreement and 50,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason between one and two years from the initial date of the agreement. - ---------------------------------- ----------------------- Accepted by: /s/ Xxxxxx Xxxxxxxx The Employee Date-May, 05, 01 - ------------------------------------- ------------------------ Accepted by: /s/ X X Smitten, Chairman Date-May, 05, 01 Stock Market Solutions, Inc. 0000 X.X. Xxxxx Xxxxxxx Xxxxx 000-x Xxxx Xxxxxxxxxx, XX 00000 April 18, 2002 Mr. Xxxxxx Xxxxxxxx Via Telefax Re: Employment agreement Dear Sir, In view of your direct purchase of the shares which are the subject of your employment agreement, we hereby waive the requirement to issue these shares to you - as they already have been issued and any right to request a return of the shares - as you have already paid for them. Stock Market Solutions, Inc. Xxxxxxx Xxxxxxx, The Employee Dated /s/ Xxxxxxx Xxxxxxx Nov 19, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc., Inc. The EmployerPresident

Confidential Information and Non-Competition. The Employee When and if required, OWNER will furnish DISTRIBUTOR the necessary information so that DISTRIBUTOR can fulfill its obligations hereunder regarding the registration of the Product to be distributed in the Territory. This information shall constitute part of the Confidential Information defined in Section 1.1(d). From time to time, OWNER may periodically provide DISTRIBUTOR with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to the Product or otherwise, which information will also form part of the Confidential Information and which will assist in keeping DISTRIBUTOR knowledgeable in regard to the Product and maintaining a competitive edge in the marketing and sales of the Product. DISTRIBUTOR acknowledges that in its relationship with OWNER and/or by virtue of the performance of this Agreement, it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of OWNER or to the general public would be highly detrimental to the best interests of OWNER. DISTRIBUTOR further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of OWNER, which OWNER is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, DISTRIBUTOR covenants and agrees with OWNER: that it shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its appointment as a DISTRIBUTOR hereunder and only in the best interests of OWNER; that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of OWNER) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of OWNER; that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its Representatives, except to the extent necessary to discharge its duties and obligations hereunder and only in the best interests of OWNER; in furtherance of the above, DISTRIBUTOR will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such Representatives, DISTRIBUTOR acknowledges that it shall be fully responsible and liable to OWNER for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of DISTRIBUTOR’s Representatives, and/or any other Persons given access to the Confidential Information, of the restrictive covenants contained herein. DISTRIBUTOR shall not, directly or indirectly, develop, manufacture or distribute any products similar to or competitive with the Product in the Territory or elsewhere. DISTRIBUTOR hereby further covenants and agrees that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategyTerm of this Agreement, and trade secrets, all for a period of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of following the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee this Agreement DISTRIBUTOR shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, either individually or in partnership or jointly or in conjunction with any Person as principal, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or without just cause)interested in, or advise, lend money to, guarantee the Employee shall not be permitted to use debts or distribute obligations of or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer permit its name or any of it's affiliates, part thereof to be used or to become employed by any person Person engaged in or concerned with or interested in, the business of manufacturing, developing, producing, marketing, distributing, supplying or selling, for wholesale or retail, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for, any products similar to or competitive with the Product within the Territory. DISTRIBUTOR acknowledges that the restrictions contained in Sections 13.3 and 13.4 are reasonable and valid and necessary for the protection of the business and operations of OWNER and that any breach of the provisions will cause OWNER substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to OWNER. Accordingly, it is expressly agreed by DISTRIBUTOR that in the event of any such breach, in addition to any other than a third party personremedies which may be available to it, OWNER shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin DISTRIBUTOR from any further breach of the terms hereof and DISTRIBUTOR hereby waives all defences to the strict enforcement by OWNER of the restrictions herein. /s/ Xxxxxxx Xxxxxxx Nov 19,1999 Accepted by: Xxxxxxx XxxxxxxUpon termination of this Agreement for any reason, The Employee Dated /s/ Xxxxxxx Xxxxxxx Nov 19, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc., Inc. The EmployerDISTRIBUTOR shall immediately return to OWNER any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose whatsoever.

Confidential Information and Non-Competition. The Employee acknowledges that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategy, and trade secrets, all of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, with or without just cause), the Employee shall not be permitted to use or distribute or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer or any of it's affiliates, or to become employed by any person other than a third party person. /s/ Xxxxxxx Xxxxxxx Nov 19,1999 Should Xx. Xxxxxxxx be terminated before this agreement is completed the shares will be returned to the company on a pro-rata basis as follows: This agreement provides that Xx. Xxxxxxxx must return to Xxxxxxxxxxxxxx.xxx Inc. for no consideration-- 100,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason one year from the initial date of the agreement and 50,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason between one and two years from the initial date of the agreement. ---------------------------------- ----------------------- Accepted by: /s/ Xxxxxx Xxxxxxxx The Employee Date-May, 05, 01 ------------------------------------- ------------------------ Accepted by: /s/ X X Smitten, Chairman Date-May, 05, 01 Stock Market Solutions, Inc. 0000 X.X. Xxxxx Xxxxxxx Xxxxx 000-x Xxxx Xxxxxxxxxx, XX 00000 April 18, 2002 Mr. Xxxxxx Xxxxxxxx Via Telefax Re: Employment agreement Dear Sir, In view of your direct purchase of the shares which are the subject of your employment agreement, we hereby waive the requirement to issue these shares to you - as they already have been issued and any right to request a return of the shares - as you have already paid for them. Stock Market Solutions, Inc. Xxxxxxx Xxxxxxx, The Employee Dated /s/ Xxxxxxx Xxxxxxx Nov 19, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc., Inc. The EmployerPresident

Confidential Information and Non-Competition. The Employee When and if required, NAFED will furnish SUPER STOCKIST the necessary information so that SUPER STOCKIST can fulfill its obligations hereunder regarding the registration of the Product to be distributed in the Territory. This information shall constitute part of the Confidential Information defined in Section 1.1(d). From time to time, NAFED may periodically provide SUPER STOCKIST with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to the Product or otherwise, which information will also form part of the Confidential Information and which will assist in keeping SUPER STOCKIST knowledgeable in regard to the Product and maintaining a competitive edge in the marketing and sales of the Product. SUPER STOCKIST acknowledges that in its relationship with NAFED and/or by virtue of the performance of this Agreement, it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of NAFED or to the general public would be highly detrimental to the best interests of NAFED. SUPER STOCKIST further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of NAFED, which NAFED is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, SUPER STOCKIST covenants and agrees with NAFED: that it shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its appointment as a SUPER STOCKIST hereunder and only in the best interests of NAFED; that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of NAFED) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of NAFED; that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its Representatives, except to the extent necessary to discharge its duties and obligations hereunder and only in the best interests of NAFED; in furtherance of the above, SUPER STOCKIST will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such Representatives, SUPER STOCKIST acknowledges that it shall be fully responsible and liable to NAFED for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of SUPER STOCKIST’s Representatives, and/or any other Persons given access to the Confidential Information, of the restrictive covenants contained herein. SUPER STOCKIST shall not, directly or indirectly, develop, manufacture or distribute any products similar to or competitive with the Product in the Territory or elsewhere. SUPER STOCKIST hereby further covenants and agrees that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategyTerm of this Agreement, and trade secrets, all for a period of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of following the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee this Agreement SUPER STOCKIST shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, either individually or in partnership or jointly or in conjunction with any Person as principal, agent, employee, shareholder, Nafed, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or without just cause)interested in, or advise, lend money to, guarantee the Employee shall not be permitted to use debts or distribute obligations of or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer permit its name or any of it's affiliates, part thereof to be used or to become employed by any person Person engaged in or concerned with or interested in, the business of manufacturing, developing, producing, marketing, distributing, supplying or selling, for wholesale or retail, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for, any products similar to or competitive with the Product within the Territory. SUPER STOCKIST acknowledges that the restrictions contained in Sections 11.3 and 11.4 are reasonable and valid and necessary for the protection of the business and operations of NAFED and that any breach of the provisions will cause NAFED substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to NAFED. Accordingly, it is expressly agreed by SUPER STOCKIST that in the event of any such breach, in addition to any other than a third party personremedies which may be available to it, NAFED shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin SUPER STOCKIST from any further breach of the terms hereof and SUPER STOCKIST hereby waives all defences to the strict enforcement by NAFED of the restrictions herein. /s/ Xxxxxxx Xxxxxxx Nov 19,1999 Accepted by: Xxxxxxx XxxxxxxUpon termination of this Agreement for any reason, The Employee Dated /s/ Xxxxxxx Xxxxxxx Nov 19, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc., Inc. The EmployerSUPER STOCKIST shall immediately return to NAFED any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose whatsoever.

Confidential Information and Non-Competition. The Employee When and if required, WOLF GUARD will furnish DISTRIBUTOR the necessary information so that DISTRIBUTOR can fulfill its obligations hereunder regarding the registration of the Product to be distributed in the Territory. This information shall constitute part of the Confidential Information defined in Section 1.1(d). From time to time, WOLF GUARD may periodically provide DISTRIBUTOR with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to the Product or otherwise, which information will also form part of the Confidential Information and which will assist in keeping DISTRIBUTOR knowledgeable in regard to the Product and maintaining a competitive edge in the marketing and sales of the Product. DISTRIBUTOR acknowledges that in its relationship with WOLF GUARD and/or by virtue of the performance of this Agreement, it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of WOLF GUARD or to the general public would be highly detrimental to the best interests of WOLF GUARD. DISTRIBUTOR further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of WOLF GUARD, which WOLF GUARD is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, DISTRIBUTOR covenants and agrees with WOLF GUARD: that it shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its appointment as a DISTRIBUTOR hereunder and only in the best interests of WOLF GUARD; that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of WOLF GUARD) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of WOLF GUARD; that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its Representatives, except to the extent necessary to discharge its duties and obligations hereunder and only in the best interests of WOLF GUARD; in furtherance of the above, DISTRIBUTOR will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such Representatives, DISTRIBUTOR acknowledges that it shall be fully responsible and liable to WOLF GUARD for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of DISTRIBUTOR’s Representatives, and/or any other Persons given access to the Confidential Information, of the restrictive covenants contained herein. DISTRIBUTOR shall not, directly or indirectly, develop, manufacture or distribute any products similar to or competitive with the Product in the Territory or elsewhere. DISTRIBUTOR hereby further covenants and agrees that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategyTerm of this Agreement, and trade secrets, all for a period of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of following the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee this Agreement DISTRIBUTOR shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, either individually or in partnership or jointly or in conjunction with any Person as principal, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or without just cause)interested in, or advise, lend money to, guarantee the Employee shall not be permitted to use debts or distribute obligations of or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer permit its name or any of it's affiliates, part thereof to be used or to become employed by any person Person engaged in or concerned with or interested in, the business of manufacturing, developing, producing, marketing, distributing, supplying or selling, for wholesale or retail, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for, any products similar to or competitive with the Product within the Territory. DISTRIBUTOR acknowledges that the restrictions contained in Sections 13.3 and 13.4 are reasonable and valid and necessary for the protection of the business and operations of WOLF GUARD and that any breach of the provisions will cause WOLF GUARD substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to WOLF GUARD. Accordingly, it is expressly agreed by DISTRIBUTOR that in the event of any such breach, in addition to any other than a third party personremedies which may be available to it, WOLF GUARD shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin DISTRIBUTOR from any further breach of the terms hereof and DISTRIBUTOR hereby waives all defences to the strict enforcement by WOLF GUARD of the restrictions herein. /s/ Xxxxxxx Xxxxxxx Nov 19,1999 Accepted by: Xxxxxxx XxxxxxxUpon termination of this Agreement for any reason, The Employee Dated /s/ Xxxxxxx Xxxxxxx Nov 19, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc., Inc. The EmployerDISTRIBUTOR shall immediately return to WOLF GUARD any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose whatsoever.

Confidential Information and Non-Competition. The Employee When and if required, OWNER will furnish DISTRIBUTOR the necessary information so that DISTRIBUTOR can fulfill its obligations hereunder regarding the registration of the Product to be distributed in the Territory. This information shall constitute part of the Confidential Information defined in Section 1.1(d). From time to time, OWNER may periodically provide DISTRIBUTOR with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to the Product and business model or software, otherwise, which information will also form part of the Confidential Information and which will assist in keeping DISTRIBUTOR knowledgeable in regard to the Product and maintaining a competitive edge in the marketing and sales of the Product. DISTRIBUTOR acknowledges that in its relationship with OWNER and/or by virtue of the performance of this Agreement, it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of OWNER or to the general public would be highly detrimental to the best interests of OWNER. DISTRIBUTOR further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of OWNER, which OWNER is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, DISTRIBUTOR covenants and agrees with OWNER: that it shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its appointment as a DISTRIBUTOR hereunder and only in writing permeation from OWNER; that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of OWNER) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information; that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its Representatives; in furtherance of the above, DISTRIBUTOR will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such Representatives, DISTRIBUTOR acknowledges that it shall be fully responsible and liable to OWNER for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of DISTRIBUTOR’s Representatives, and/or any other Persons given access to the Confidential Information, of the restrictive covenants contained herein. DISTRIBUTOR shall not, directly or indirectly, develop, manufacture or distribute any products similar to or competitive with the Product in the Territory or elsewhere. DISTRIBUTOR hereby further agrees that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategyTerm of this Agreement, and trade secrets, all for a period of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of following the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee this Agreement DISTRIBUTOR shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, either individually or in partnership or jointly or in conjunction with any Person as principal, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or without just cause)interested in, or advise, lend money to, guarantee the Employee shall not be permitted to use debts or distribute obligations of or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer permit its name or any of it's affiliates, part thereof to be used or to become employed by any person Person engaged in or concerned with or interested in, the business of manufacturing, developing, producing, marketing, distributing, supplying or selling, for wholesale or retail, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for, any products similar to or competitive with the Product within the Territory. DISTRIBUTOR acknowledges that the restrictions contained in Sections 9.3 and 9.4 are reasonable and valid and necessary for the protection of the business and operations of OWNER and that any breach of the provisions will cause OWNER substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to OWNER. Accordingly, it is expressly agreed by DISTRIBUTOR that in the event of any such breach, in addition to any other than a third party personremedies which may be available to it, OWNER shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin DISTRIBUTOR from any further breach of the terms hereof and DISTRIBUTOR hereby waives all defences to the strict enforcement by OWNER of the restrictions herein. /s/ Xxxxxxx Xxxxxxx Nov 19,1999 Accepted by: Xxxxxxx XxxxxxxUpon termination of this Agreement for any reason, The Employee Dated /s/ Xxxxxxx Xxxxxxx Nov 19DISTRIBUTOR shall immediately return to OWNER any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose whatsoever. Otherwise, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc., Inc. The Employerthe OWNER is entitle to ask compensation in amount of .

Confidential Information and Non-Competition. The Employee acknowledges that during the Employee's employment with the Employer he or she will have access to and become familiar with financial and business information concerning the Employer's customers, suppliers, employees, technology, know-how, business and sales strategy, and trade secrets, all of which constitute valuable assets of the Employer. The Employee further acknowledges and agrees that the disclosure of such information to competitors of the Employer would be detrimental to the vital interests of the Employer and would cause irreparable harm to the Employer's interests. The Employee further acknowledges and agrees that given the nature of the Employee's employment with the Employer, if the employee was to provide services to a competitor of the Employer within a one (1) year period of the termination of the Employee's employment with the Employer, the Employer would suffer irreparable harm through the loss of goodwill and customers. The Employee accordingly covenants and agrees as follow: Except as may be required to fulfill the Employee's duties as an employee of the Employer, or as required by law, governmental body, or court order, the Employee shall not, during the course of the Employee's employment or any time thereafter, disclose or cause to be disclosed, or otherwise use for the Employee's own purposes or for any purpose other than those of the Employer, any information dealing with any of the Employer's business operations, sales and business strategy, market research, pricing, communications between the Employer and its customers and suppliers or its potential customers, and suppliers, inventories, cosigns procedures, design and engineering plans and specifications, machinery, equipment, devices, manufacturing processes, computer software, customers lists, proposals for development and design of future products, trade secrets, know how or other confidential technical or business information of the Employer ( collectively referred to hereinafter as " Confidential Information") The Employee acknowledges and agrees that all Confidential Information is the property of the Employer and upon the termination of the Employee's employment with the Employer ( for whatever reason, with or without just cause), the Employee shall not be permitted to use or distribute or disclose such Confidential Information, for the Employee's own benefit, shall not remove or copy any Confidential Information, for the Employee's own benefit, and shall return to the Employer all copies of such confidential information upon the termination of the Employer's employment. During the course of the Employee's employment with the Employer and for a further period of two (2) years after the termination of his or her employment (for whatever reason, with or without just cause), the Employee agrees that he or she shall not persuade or attempt to persuade any employee or the Employer to leave the employ of the Employer or any of it's affiliates, or to become employed by any person other than a third party person. /s/ STOCK: When the underwriting is successfully completed, Xx. Xxxxx Xxxxxxx will receive 150,000 shares of stock in SMS solutions which he agrees to place in escrow with the other employee stock for a period of one year. It is understood that the stock will be free-trading stock that will only be sold on the agreement of the Chairman of the board of directors. Should Xx. Xxxxxxx Nov 19,1999 be terminated before this agreement is completed the shares will be returned to the company on a pro-rata basis as follows: This agreement provides that Xx. Xxxxxxx must return to Xxxxxxxxxxxxxx.xxx Inc. for no consideration-- 100,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason one year from the initial date of the agreement and 50,000 shares on the date they leave the employment of Xxxxxxxxxxxxxx.xxx Inc. for any reason between one and two years from the initial date of the agreement. ----------------------------- ---------------------- Accepted by: Xxxxxx Xxxxxxx, The Employment Dated ----------------------------- ---------------------- Accepted by: Xxxxxxx Xxxxxxx, The Employee Xxxxxxx Dated /s/ Xxxxxxx Xxxxxxx Nov 19, 1999 Accepted by: Xxxxxxx Xxxxxxx, Chairman Dated SMS Stock Market Solutions Inc.Solutions, Inc. The Employer0000 X.X. Xxxxx Xxxxxxx Xxxxx 000-x Xxxx Xxxxxxxxxx, XX 00000 April 18, 2002