Protection of Trade Secrets Agreement

WHEREAS, client will be revealing various trade secrets to contractor, including; and

WHEREAS, client wishes to protect these trade secrets for at least a period of twelve months; and

WHEREAS, client's business would be substantially harmed by competitors knowing client's trade secrets; and

WHEREAS, it would be difficult to determine whether or not contractor has provided this information to a competitor of client.


A.   PROTECTION OF TRADE SECRET AGREEMENT

    Contractor hereby expressly covenants not to utilize trade secrets by competing, directly or indirectly, in any business that is in competition in any manner whatsoever with the primary business of client for a period of one (1) year after the termination of the agreement.


B.   NON-SOLICITATION AGREEMENT

    Contractor acknowledges that the names and addresses of client's customers constitute trade secrets of client and that the sale of unauthorized use or disclosure of any of client's trade secrets obtained by contractor during his relationship with client constitutes unfair competition. Contractor agrees not to engage in any unfair competition with client. Contractor shall not for a period of one (1) year immediately following the termination of his agreement with client, either directly or indirectly (1) make known to any person, firm, or corporation the names or addresses of any of client's customers or any other information pertaining to them; or (2) call on, solicit, or take away or attempt to call on, solicit, or take away any of client's customers and vendors on whom contractor called or with whom contractor became acquainted during his/her contractual relationship with client, either on his behalf or that of another person, firm, or corporation. Contractor agrees not to use, solicit, affiliate or be involved with in any manner the vendors, made know through the relationship, utilized by client.


C.   CONFIDENTIALITY AGREEMENT

    In consideration of the promise of client to pay for contractor's services as set forth herein, contractor hereby agrees as follows:

    1.   Contractor hereby acknowledges and agrees that certain items of information currently in contractor's possession or later to come into contractor's possession presently constitute or shall constitute in the future valuable trade secrets or proprietary business information of client. Such items of information, which are hereinafter collectively referred to as the "Confidential Information," shall include, but is not limited to the following:

         (i) Product formulae, customer requirements, and all other technical data used or useful in client's business or related to any research and development activities carried on by client.

         (ii) All customer lists, accounting, costs, sales, prospect lists, pending sales lists, vendor pricing, vendor names, profit margins, sales and marketing techniques and other information relating to client's business.

         (iii) All other information of any type or description whatever which is protected by law as a trade secret or as proprietary information of client, or which has been designated to contractor either orally or in writing as a trade secret or proprietary information of client. For purposes of the foregoing sentence, "trade secret" shall include, without limitation, any formula, device, or compilation of information not generally known in the industry which client uses in its business and which gives client an opportunity to obtain an advantage over competitors who do not know it.

    All of the foregoing information shall be deemed "confidential information" until such time as it becomes generally known in the industry by means other than improper disclosures or other improper action or inaction made by contractor.

    2.   Contractor shall not, directly or indirectly, either during the term of its contractual relationship with client or thereafter, disclose or use the confidential information other than in the business of or as directed by, client without the prior written consent of client.

    3.   Contractor shall at all times and forever safeguard and protect all of the confidential information to prevent its being exposed to, or taken by, unauthorized persons, and when entrusted to contractor will exercise its best efforts to assure its safekeeping.

    4.   Contractor will deliver to client immediately upon the voluntary or involuntary termination of its services to client, all confidential information which is recorded or fixed in any medium whatsoever, including without limitation printed or typed materials, personal notes, reproductions, computer tapes, disks, and programs, tape recordings, and photographs. Contractor hereby stipulates and agrees that client's obligation to deliver any final payment shall be contingent upon contractor returning all of the foregoing items to client and contractor's execution of a declaration stating that all such items have been returned.

    5.   If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

    6.   This agreement does not bind contractor to any specific term of rendering services to client or to any specific term of using its services. However, the parties recognize that they may also enter into other agreements that may provide for a specific term of rendering services.

    7.   The provisions of this agreement shall inure to the benefit of and are binding on contractor's heirs, personal representatives, successors, and assigns, and the successors and assigns of client.

    8.   This agreement and any question concerning its validity, construction, or performance shall be governed by the laws of the State of California, irrespective of the place of execution or the place or places of performance.