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CONFIDENTIALITY AND
NON-DISCLOSURE AGREEMENT

This Agreement, made and entered into this, ___ day of _(Month)_, _(Year)_ made by and between _(Company Name)_, for and on behalf of itself and its disclosed and undisclosed principals, stockholders, partners, associates, Directors, officers, employees, agents and servants, hereinafter collectively referred to as the "Company," and referred to as the "Employee".

WINESSETH: WHEREAS, the Employee will perform work on behalf of the Company for which the Company will compensate the Employee; and

WHEREAS, the Employee will have access to confidential information ("Confidential Information") which the parties wish to remain confidential.

The parties agree with one another as follows:

  1. Confidentiality. The Employee acknowledges that the Confidential Information as defined below is the sole and exclusive property of the Company, and the Employee agrees that during the time the Employee does work for the Company and forever thereafter the Employee will not, directly or indirectly, use or disclose any Confidential lnformation made known to him/her except as directed by the Company in writing or as required by law. For the purposes of this Agreement the term "Confidential Information" shall mean all information not generally known in the relevant trade or industry regarding the existing or contemplated products; technology, processes; services; sales methods; technical expertise; customer lists; customer usages and requirements; non-published information overheard or ascertained in any way; supplier information, financial information including payroll; published information sensitive to the Company, or any employee thereof, any information privileged to an employee's position at the Company, while either on duty or off duty; and other matters relating to the internal affairs of the company, or any information regarding the foregoing.

  2. Reproduction and Return. The Employee will not reproduce any Confidential Information without the express written consent of the Company. Any Confidential Information and all copies thereof shall, upon direction by the Company, either be returned to the Company or destroyed.

  3. Non-competition. The Employee shall not compete with the Company, either directly or indirectly, nor help any other entity to compete with the Company, either directly or indirectly, relative to the Company's Confidenfial Information.

  4. Survival of the Obligations of the Business. Neither the termination nor cancellation of this Agreement will relieve the Employee of his/her obligations as set forth herein.

  5. Breach. The parties recognize that the disclosure of any Confidential Information by the Employee may give rise to irreparable injury on the part of the Company or the owner of such information, which is adequately compensable in damages, and that accordingly, the Company or such injured party may seek and obtain injunctive relief against the breach or threatened breach relative to the Confidential Information, in addition to receiving damages and other legal remedies which may be available. Should the Employee breach any restrictions set forth herein, the Employee shall also pay the Company or the injured party its reasonable attorney's fee relative to said breach.

  6. Modification. In the event any portion of this Agreement is judicially determined to be unreasonable or unenforceable, at the request of either party, a court of competent jurisdiction may modify the unreasonable or unenforceable provisions so that they will be reasonable and enforceable.

  7. Non-assignablity. The Employee may not assign its obligations pursuant to this Agreement without the express written consent of the Company.

  8. Jurisdiction. This Agreement shall be interpreted according to the laws of the State of Kansas and any dispute concerning this Agreement shall be litigated in __(City)__, _(State)_.

  9. Entire Agreement. This Agreement constitutes the entire understanding between the parties and may not be amended, modified or changed except in writing, signed by both of the parties hereto. The Employment Agreement entered into between the parties hereto remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

_____(Company Name)_______


__________________________
President
__________________________
Employee

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