I, (Name), (Occupation), residing at (Address), (hereinafter referred to as “I” or the “Employee”), acknowledge that I am desirous of becoming an employee of Midtec Associates, Inc. or any affiliate thereof (hereinafter called the “Company”); and that during the course of my employment with the Company I will have access from time to time, to confidential information pertaining to the Company, its principals, suppliers, customers and prospective customers, which information is proprietary to the Company; And accordingly, in consideration of the foregoing and any such other valuable consideration received or to be received by me, I agree and covenant with the Company as follows: 1. During and after the termination of my employment with the Company, I shall not, other than as authorized by the company, disclose to any third party any information, whether tangible or intellectual, received by me by virtue of my employment, concerning the business, affairs, trade secrets, products and/or services of the Company or that of any of its principals, suppliers or customers, which information is and shall be proprietary and confidential to the Company; nor shall I directly or indirectly use any such information to the disadvantage of the Company; 2. Upon termination of my employment, I shall promptly return to the Company the originals as well as any copies, in my possession or control, or any and all documents, plans, drawings and other writings which are proprietary, confidential and/or containing confidential information of any kind belonging to the Company and/or the latter’s principals, suppliers and customers; 3. During the term of my employment with the Company and until the first anniversary of the termination of my employment by the Company, I shall not, other than for or on behalf of the Company, directly or indirectly, from or within any territory worldwide wherein the Company, and/or any principal or supplier of the Company contemplated hereunder, shall have carried on or done business: a. 4. Sell for, represent, be employed by, or have any interest in or with: I. Any principal or supplier which shall have been under sales and/ or agency agreement with the Company at any time during the 24 months preceding the date of termination of my employment with the Company, or II. Any corporation an/or entity which shall have purchased any product(s) for resale from any principal or supplier which shall have been represented by the Company at any time during the 24 months preceding the date of termination of my employment with the Company; or b. Solicit, canvas or accept business from or promote any principals or suppliers of the Company; or c. Offer employment to and/or interfere with any employees of the Company. I understand and agree that the Company has a material interest in preserving the relationship developed and continuing with its principals, suppliers and customers and accordingly, I acknowledge that all of the foregoing covenants and undertakings are of the essence of this Agreement and constitute a material inducement to the Company to employ me or retain my services. I further acknowledge that I have received an adequate explanation of the nature and scope of each of the clauses in this Agreement. Nevertheless, should any stipulation of non-competition hereunder be deemed by a court or tribunal to be unenforceable, then such clause shall be limited in scope, including, without limitation, as to time, place, type of employment, etc., to whatever is necessary for the protection of the legitimate interests of the Company. In witness whereof, I have signed and executed this Agreement at __________________________________, This __________day of ________________, 20__________. _______________________________________ Witness _____________________________________________ Employee