As material consideration for my employment or continued employment with XYZ Software Products, a Utah corporation, or with any of its affiliated companies (hereinafter collectively referred to as the "Company"), and for the compensation which I have received, or may receive, in connection with my employment, I represent to and agree with the Company as follows:

1. CONFIDENTIALITY
   1. Confidential Information. I recognize that the Company now possesses or will possess information of a confidential or secret nature which has commercial value in the business in which the Company is engaged (hereinafter referred to as "Confidential Information"). Confidential Information for this purpose includes but is not limited to trade secrets, research, development, technical proprietary information, processes and procedures, gross sales, profit and loss statements and related financial information, cost structures, employee compensation and commission structures, marketing plans, product plans, strategies, forecasts, bid and proposal information, project status and customer lists, whether belonging to the Company or to any of its customers or suppliers. I acknowledge that the Company has a proprietary interest in the Confidential information and that use of the Confidential Information by any person or entity other than the Company would be highly detrimental and damaging to the Company.
   2. Ownership and Assignment. I agree that all Confidential Information is the sole property of the Company and its assigns. I will promptly disclose all Confidential Information to the Company upon request, and I assign to the Company any rights which I may have or which I may acquire in any Confidential Information.
   3. Obligations Not to Disclose. At all times, both while I am employed with the Company and after the termination of my employment with the Company, I will keep in strict confidence all Confidential Information and I will not use or disclose any Confidential Information or anything relating to it in whole or in part, nor permit others to use or disclose it in any way, without prior written consent of the Company, except as may be necessary in the ordinary course of performing my duties as an employee of the Company.
   4. Obligations upon Termination of Employment. Upon termination of my employment with the Company for any reason, I will promptly deliver to the Company all materials, documents, data, equipment, and other physical property of any nature containing or pertaining to any Confidential Information, and I will not take with me from the Company's premises any such material or equipment or any reproduction thereof.
2. COVENANT NOT TO COMPETE
   1. Covenant. I agree that I will not “directly or indirectly compete” (as defined below) with the Company during my employment with the Company, commencing on the date hereof, and for a period of one (1) year following the end of my employment, in any geographic area in which the Company does or has done business. I agree that the phrase "directly or indirectly compete" shall include owning, managing, operating, or controlling, or participating in the ownership, management, operation, or control of, or being connected with or having any interest in, as a stockholder, director, officer, employee, agent, consultant, assistant, advisor, sole proprietor, partner or otherwise, any business which is the same as, or similar to, or competitive with, or is in the process of developing products or technologies that will be competitive with, any business conducted by the Company (or which the Company has plans to conduct) or any of the Company's affiliates; provided, however, that this prohibition shall not apply to my ownership of less than one percent (1%) of the voting stock in companies whose stock is traded on a national securities exchange or in the over-the-counter market.
   2. Non-Solicitation of Customers. During my employment with the Company, and for a period of one (1) year following the end of my employment, I agree that I will not solicit or do business with, or attempt to solicit or do business with, any of the Company's customers (as defined below), except on the Company's behalf. I also agree that "customers" of the Company shall include all persons to whom the Company has sold or attempted to sell any product or rendered or attempted to render any service, whether or not for compensation, during the six (6) month period immediately preceding the date on which my status as an employee is terminated.
   3. Non-Interference with Personnel Relations. I will not during my employment with the Company, and for a period of two (2) years following the end of my employment, solicit, entice or persuade any other employees or agents of the Company to leave the services of the Company for any reason.
   4. Enforceability. If any of the provisions of this Section 2 is held to be unenforceable, the remaining provisions shall nevertheless remain enforceable, and the court making such determination shall modify, among other things, the scope, duration, or geographic area of this Section to preserve the enforceability hereof to the maximum extent then permitted by law. In addition, the enforceability of this Section is also subject to the injunctive and other equitable powers of a court as described in Section 5.2 below.
3. INVENTIONS
   1. Disclosure of Inventions. If I conceive, learn, make, or first reduce to practice, either alone or jointly with others, any inventions, improvements, original works of authorship, formulas, processes, computer programs, techniques, know-how, or data (hereinafter referred to as "Inventions") while I am employed by the Company, I will promptly disclose such Inventions to the Company or to any person designated by it.
   2. Ownership, Assignment, Assistance, and Power of Attorney. All Inventions which the Company determines in its sole discretion to be related to or useful in the Company's business or in the research and development of the Company's business or which result from work performed by me for the Company shall be the sole and exclusive property of the Company, and the Company shall have the right to use and to apply for patents, copyrights, or other statutory or common law protections for such Inventions in any country. I hereby assign to the Company any rights which I have acquired or which I may acquire in such Inventions. Furthermore, I will assist the Company in every proper way at the Company's expense to obtain patents, copyrights, and other statutory or common law protections for such Inventions in any country and to enforce such rights from time to time. Specifically, I will sign all documents that the Company requests I sign in connection with its applying for and obtaining or enforcing patents, copyrights, and other statutory or common law protections, together with any assignments thereof to the Company or to any person designated by the Company. My obligations under this paragraph shall continue beyond the termination of my employment with the Company, but the Company shall compensate me at a reasonable rate after such termination for the time which I actually spend at the Company's request in rendering such assistance. In the event the Company is unable for any reason whatsoever to secure my signature to any lawful document required to apply for or to enforce any patent, copyright, or other statutory or common law protections for such Inventions, I hereby irrevocably and severally designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to act in my stead to execute such documents and to do such other lawful and necessary acts to further the issuance or prosecution of such patents, copyrights, and other statutory or common law protections, and I hereby declare that such documents or such acts shall have the same legal force and effect as if such documents were executed by me or such acts were done by me.
   3. Exclusion of Prior Inventions. I have identified on Exhibit A attached hereto a complete list of all Inventions which I have conceived, learned, made or first reduced to practice, either alone or jointly with others, prior to my employment with the Company and which I desire to exclude from the operation of this Agreement. If no Inventions are listed on this Exhibit A, I represent that I have made no such Inventions at the time of signing this Agreement..
4. CONFLICTS
   1. Prior Agreement. I represent that, to the best of my knowledge, my performance of all the terms of this Agreement and my work as an employee of the Company does not breach any oral or written agreement which I have made to keep in confidence proprietary information acquired by me prior to my employment with the Company or any non-compete agreement I have made with any other companies.
   2. Materials of Prior Employers. I represent that I have not used nor will I use in the performance of my duties for the Company any materials or documents of a former employer of mine which are not generally available to the public, unless I have first obtained written authorization form the former employer for their possession and use and have delivered a copy of such written authorization to the Company before my use of such materials or documents in connection with the performance of my duties for the Company.
   3. Other Agreements. While I am employed by the Company, I will not enter into any oral or written agreement which conflicts with my obligations under this Agreement or with the performance of my work as an employee of the Company.
5. MISCELLANEOUS
   1. Stipulation. I stipulate and agree that the terms of this agreement are reasonable and necessary to protect the business interests of the Company and that this Agreement will not preclude me from making a living if I leave the employment of the Company.
   2. No Obligation to Employ. This Agreement does not constitute a contract of employment nor does it create an implied obligation of the Company to employ me for any certain period of time. I acknowledge that I am an at-will employee and that I can leave the Company at any time and the Company can terminate my employment at any time for any reason.
   3. Injunctive Relief. I understand that my breach of this Agreement may cause the Company irreparable harm which may not be adequately compensated by money damages. Accordingly, in the event of a breach or threatened breach by me of this Agreement, the Company will be entitled to injunctive or other equitable relief to enforce the provisions hereof, in addition to such other remedies to which the Company may be entitled, including the recovery of money damages.
   4. Disclosure of Agreement. I agree that the Company can disclose the existence of this Agreement and its terms to any companies or individuals with whom I seek to enter, or with whom I in fact enter, an employment or independent contractor or consulting relationship.
   5. Successors and Assigns. This Agreement is binding upon me, my heirs, executors, administrators, and assigns and will inure to the benefit of the Company, its successors, and assigns.
   6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be void or unenforceable for any reason, the remaining provisions of this Agreement shall nevertheless continue in full force and effect.
   7. Entire Agreement. This Agreement constitutes the entire agreement between the Company and me with respect to the subject matters covered by it and supersedes all prior oral or written agreements between the Company and me relating to such matters.
   8. Modifications. This Agreement may not be modified or amended except by a written agreement that refers to this Agreement and is signed both by the Company and by me.
   9. Governing Law. This Agreement will be governed by the laws of the State of Utah without regard to its conflicts of laws rules.
   10. Effective Date. This Agreement will be effective as of the date set forth on the signature page hereof.
   11. Acknowledgement of Sufficient Time. I acknowledge that I have been given adequate time to review and consider this Agreement before signing it.

The following is a list and description of my prior inventions that I wish to exclude from the Agreement with XYZ Software Products, pursuant to section 3.3 of the Agreement:

Signature of Employee:

Name:__________________________________________________
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Number of additional pages (if any):