NON-DISCLOSURE AND NON-COMPETE AGREEMENT

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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.

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