Independent Contractor Non-Compete Form

INDEPENDENT CONTRACTOR NON-COMPETE

This reciprocal confidentiality document (“Agreement”) is made between ______________________ (“Company”) having an address at ___________________ __________________________ and ______________________ (“Contractor”) having an address at ___________________________________________. Company and Contractor are parties to this Agreement. RECITALS A. Company and Contractor are participating in mutual discussions (the “Discussions”) regarding a business venture involving Company’s proprietary information, intellectual property or other trade secret information, and more specifically ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ B. In connection with these Discussions, Company and Contractor will each provide to each other certain Confidential Information (as defined in this Agreement). C. Company and Contractor wish to provide the Confidential Information to each other on the terms and conditions set forth herein. D. Furthermore, in consideration of the Confidential Information, Company and Contractor agree to the non-compete agreement set forth herein. NOW, THEREFORE, in consideration of the receipt by the parties of the Confidential Information, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean any information or material that is proprietary to a party or designated as Confidential Information by a party and not generally known by non-party personnel, including but not limited to, all confidential and proprietary information relating to the business of the parties, and includes (but is not limited to) business plans, marketing plans, financial projections and other financial information, intellectual property matters, web site content and development, trade secrets, contracts, customer lists, vendors and employee matters. The term Confidential Information includes information in both oral and written form, or contained in any other type of storage medium. Information relating to the providing party’s consultants, employees, customers, vendors, research and development, software, or marketing plans is also considered Confidential Information.

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