NON-COMPETE & NON-SOLICITATION AGREEMENT

This Agreement (the "Agreement") is made as of ____________________________ (the "Effective Date") by and between:

Party One: _______________________________________________
Address: _______________________________________________

Party Two: _______________________________________________
Address: _______________________________________________

Each a "Party" and together the "Parties."

1. Non-Compete

Recipient shall not compete in the Restricted Territory for ___________ years.

2. Non-Solicitation

Recipient shall not solicit employees or clients for ___________ years.

3. Consideration

In exchange, Provider offers consideration of $___________.

4. Reasonableness

Parties agree restrictions are reasonable and necessary.

5. Severability

If a restriction is unenforceable, it shall be modified to be enforceable.

6. Governing Law

Agreement governed by laws of ___________.

Signatures