NON-COMPETE AGREEMENT

This Non-Compete Agreement (this "Agreement") is made effective as of ____________________, by and between _________________________, of _________________________, _________________________, _________________________ __________, and _________________________, of _________________________, _________________________, _________________________ __________.

In this Agreement, the party who is requesting the non-competition from the other party shall be referred to as "_________________________", and the party who is agreeing not to compete shall be referred to as "_________________________".

_________________________

1. NON-COMPETE COVENANT. For a period of ______________________ after the effective date of this Agreement, _________________________ will not directly or indirectly engage in any business that competes with _________________________. This covenant shall apply to the geographical area that includes all of the State of _________________________.

2. NON-SOLICITATION COVENANT. For a period of ______________________ after the effective date of this Agreement, _________________________ will not directly or indirectly solicit business from, or attempt to sell, license or provide the same or similar products or services as are now provided to, any customer or client of _________________________.

Further, for a period of ______________________ after the effective date of this Agreement, _________________________ will not directly or indirectly solicit, induce or attempt to induce any employee of _________________________ to terminate his or her employment with _________________________.

3. PAYMENT. _________________________ will pay compensation to _________________________ for the covenants of _________________________ in the amount of $___________. This compensation shall be payable in a lump sum on __________________.

4. CONFIDENTIALITY. _________________________ will not at any time or in any manner, either directly or indirectly, use for the personal benefit of _________________________, or divulge, disclose, or communicate in any manner any information that is proprietary to _________________________. _________________________ will protect such information and treat it as strictly confidential.

5. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written.

6. SEVERABILITY. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

7. INJUNCTION. It is agreed that if _________________________ violates the terms of this Agreement irreparable harm will occur, and money damages will be insufficient to compensate _________________________. Therefore, _________________________ will be entitled to seek injunctive relief (i.e., a court order that requires _________________________ to comply with this Agreement) to enforce the terms of this Agreement.

Protected Party:

_________________________

By: ____________________________________________________

_________________________

Non-Competing Party:

_________________________

By: ____________________________________________________

_________________________