INITIAL NON DISCLOSURE AGREEMENT

Agreement made on
by and between VIVA USA INC. (Company) located at 3601,
Algonquin Road, Ste 425, Rolling Meadows, IL 60008 and
(Contractor) having FEIN#:
Principal place of business at (location)
In consideration of the promises and mutual covenants &
obligations hereinafter set forth, the parties hereto agree as follows.
1. Contractor agrees to provide the services of its W2 Employee(s) (hereinafter referred to as "Consultant")
to Company or to Companys client and shall provide proof thereof to Company. Company's clients
include direct clients of Company as well as other companies serviced by Company's clients (hereinafter
collectively referred to as "Client").
2.

Contractor agrees that for a period of one year from the date of signing of this agreement, the
Contractor including its branches in the USA, its affiliates and associates will not solicit or accept
business or employment or communicate with/from the Client whether for compensation or not, or assist
any person or entity to provide and/or offer to provide any services to the Clients, other than through
Company, unless the Contractor has an agreement with the Client, executed prior to the date of this
Agreement and provides proof thereof to the Company. The Company and Contractor agree not to
employ or offer employment to any employee of each other without the written consent of the other
party for a period of one year from the date of signing of this agreement. The Company and Contractor
will sign a Contract Agreement before the commencement of the project.

3.

Contractor shall ensure that Contractor and their Consultants always represent Company and no one
else to the Client during the term of this agreement. Contractor agrees to make the Consultant available
as required by Company for the interview and for the project, if confirmed within 24 hours of the
interview. Contractor hereby gives a performance guarantee on each Consultant assigned to a project
under this agreement for a minimum of 2 weeks (10working days) from the start of the assignment and
agrees that Company will not pay Contractor if the Consultant is removed from the project.

4. Consultant must fax the Client approved time sheets every week latest by the following Monday. The
Contractor will invoice the Company on a Monthly basis supported by time sheets approved by the
authorized representative of Client. Company will make payment for the invoice within 30 days from the
date of receipt of invoice. Company shall make no payment to Contractor if any or all of the terms and
conditions of this Agreement is breached or if Client does not pay Company due to non performance or
misconduct by the Consultant or bankruptcy.
5. Contractor shall not use or disclose to anyone any confidential information regarding the Clients, learned
during discussions prior to and/or during the performance of services, without written permission, or,
until such information becomes a matter of general knowledge.
6. Contractor agrees to keep itself covered for risk or loss from worker's compensation, general liability,
personal injury and medical payment insurance, in such amounts as may be agreed as required by
Company and/ Client..
1

Form 7.4.1-3 Rev 05-23-04

7. In the event that any provision of this Agreement is determined to be invalid or unenforceable in any
jurisdiction, the remaining provisions herein shall remain in full force and effect in such jurisdiction and
shall be liberally construed as to effectuate the purpose and intent of the parties.
8. Any breach of any provision of this Agreement by either party and/or its personnel entitles the other
party to recover from the breaching party, damages and injunctive relief. If any party is successful in
recovering damages or obtaining injunctive relief, it is agreed that the breaching party shall be
responsible for paying all of the prevailing partys expenses in seeking such relief, including all costs of
bringing suit and all reasonable attorneys' fees. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Illinois and only the courts located within Cook county in the
state of Illinois shall have jurisdiction to adjudicate any dispute or litigation arising between the
Company and Contractor
9. Contractor agrees that he/she was given enough time and opportunity to discuss the terms of this
agreement with Company and/or with Contractor attorney and is executing this Agreement on his/her
own free will after careful examination and application of mind.

VIVA USA INC.

(COMPANY)

(CONTRACTOR)

__________________________
Signature of the authorized official

_____________
Signature of the authorized official

___________________________
Printed Name

___________________________
Printed Name

___________________________
Title

Title

Form 7.4.1-3 Rev 05-23-04