Noncompetition Agreement by bobzepfel

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									                                     EXHIBIT C

            NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

        This Non COMPETITION and Confidentiality Agreement (“Agreement”) is entered into
this ___ day of _____, 200 by and between ____________________ (“Company") and
_________________ (“Employee”).

        WHEREAS, during Employee’s employment by Company, the Employee has and will
continue to receive and have access to Confidential Information (as defined in Section 5) which
is a highly valuable and unique asset of Company;

       WHEREAS, during Employee’s employment by Company, the Employee will also
receive specialized KNOWLEDGE and/or training in Company's business, at considerable time
and expense to Company, and through such training the Employee will have the opportunity to
gain close knowledge of and possible influence over clients and prospective clients, and will in
such capacity possess the goodwill of Company; and

       WHEREAS, Company HAS made a significant investment in its work force, including
valuable training, and this Agreement is necessary to protect Company against unfair loss of its
employees.

       NOW, THEREFORE, in consideration of the promises contained in this Agreement,
including the Employee’s continued employment by Company and Company providing the
compensation to Employee outlined on SCHEDULE A attached hereto, the parties agree as
follows:

       1.     Employment is Full time and At-Will. During Employee’s employment with
Company, Employee will devote Employee’s full business time and efforts to Company.
Employee acknowledges that this Agreement does not create any obligation on Employee’s part
to work for Company, or on the part of Company to employ Employee, for any fixed period of
time, and Employee’s employment with Company is "at will" and may be terminated by
Employee or Company at any time with or without cause.

        2.      Compensation. As compensation for the services rendered by Employee to
Company so long as Employee is employed by Company, Company shall pay to Employee the
amounts and in the manner set forth on Schedule A attached hereto. Employee’s compensation
shall be payable in accordance with Company’s practices, less federal and state income tax
withholding, other deductions required by law and other normal employee deductions. In the
event Employee’s employment is terminated for any reason, Company shall pay to Employee the
portion of Employee’s Base Salary (as defined in Schedule A) which has accrued through the
date of termination (as set forth in Schedule A), and Company shall have no further obligations
to Employee with respect to any other compensation whatsoever. Employee acknowledges and
agrees that Company would not have retained the Employee as an employee of Company or
provided to the Employee the compensation outlined in Schedule A but for the Employee
entering into this Agreement.
        3.      Work Product. All right, title and interest to all past, present and future ideas,
concepts, inventions, innovations, improvements, and all similar or related information (in each
case whether or not patentable or reduced to practice), including, without limitation, all
trademarks, patents, copyrights and copyrightable works, trade secrets, know-how, Employee
Serviced Customers and Goodwill (as defined in Section 5) and all other intellectual property
rights that are or were conceived, reduced
								
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