This is a non- disclosure and non- compete agreement between an employee and a company mainly when a Company desires to employ Employee and Employee desires to be employed
by Company in connection with certain aspects of the development or marketing
of certain computer systems or other products for Company; and in connection with such employment, Employee may be given
access to, generate, or otherwise come into contact with certain proprietary
and/or confidential information of Company or clients of Company; and the Employee and Company desire to prevent the dissemination or
misuse of such information.