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CONSULTANT NON-SOLICITATION/ NON COMPETE/ NON DISCLOSURE AGREEMENT

This AGREEMENT made effective as of the __________ (date) between Canopy One Solutions Inc.,
(CANOPY ONE), with offices at 4229 Lafayette Center Dr, Chantilly, VA –20151 and
_____________________________ (Name of Consultant) (hereinafter “Consultant” or “Contractor” or
“Employee”), with SSN # ending _______ (last 4 digits) who agrees as follows in consideration for CANOPY
ONE’s providing information, Training to Consultant and an opportunity to provide services to Client or CANOPY
ONE’s introduction of Consultant to Client for an interview about the opportunity to provide services.

1) RESTRICTIVE COVENANT RELATED TO CANOPY ONE & SERVICES FOR CLIENT

A) During the term of Consultant’s performance of services for a Client on behalf of CANOPY ONE and
for one year after the termination of the performance of such services, Consultant agrees that he/she
will not, within the restricted area as set forth in subparagraph (C) below, (i) provide or attempt to
provide (or advise others of the opportunity to provide) other services thorough CANOPY ONE, or (ii)
retain or attempt to retain, directly or indirectly for himself/herself or for another party, the services of
another one of CANOPY ONE employees or contractors to which Consultant has been introduced or
about which Consultant has received information either through CANOPY ONE or through any Client
for which Consultant has performed services through CANOPY ONE.
B) In the event Consultant does not perform services for a Client through CANOPY ONE or its
discussions with CANOPY ONE, or the Consultant has been introduced to or interviewed with, or
received information about any Client in connection with the pursuit of a potential opportunity to
provide services for that Client, then for one year from the date of any continuing communications,
negotiations or similar follow-up to such introduction or interview or receipt of information
(whichever is later), Consultant agrees that he/she will not, within the restricted area as set forth in
subparagraph (C) below, (i) provide or attempt to provide (or advise others of the opportunity to
provide) other than through CANOPY ONE, directly or indirectly, any services to any such Client to
which he/she was introduced or with which he/she interviewed or about which he/she received
information in the manner stated above, or (ii) retain or attempt to retain, directly or indirectly for
himself/herself or for another party, the services of another one of CANOPY ONE’s employees or
contractors to which Consultant has been introduced or about which Consultant has received
information either through CANOPY ONE or through any Client which Consultant has been
introduced to or interviewed with or received information about through CANOPY ONE or
discussions with CANOPY ONE.
C) For the purposes of this section 1, the “restricted area” shall be any Division, Area or Department
within a Client facility at which of for which such personnel last performed services, was assigned to
perform services of was introduced to or interviewed by the Client to perform services. This section
may be waived only on a case-by-case basis in writing by an executive officer of CANOPY ONE, in
its sole discretion, prior to Consultant taking the action for which the waiver is sought.
D) After completing the training provided by CANOPY ONE, if applicable, Consultant agrees to work
through CANOPY ONE for any client for a period of One Year or the First Project assignment,
whichever is longer after completing the training with CANOPY ONE. In the event Consultant does
not perform services through CANOPY ONE for any Client, for the above said period, Consultant
agrees to pay $8000.00 as compensation to CANOPY ONE, for CANOPY ONE’s services and costs
incurred during the training and job search period and is payable to CANOPY ONE upon demand.
2) REPRESENTATIONS:

Consultant acknowledges that information provided by him/her (including, but not limited to, resume, interview,
references, etc.) in consideration for providing services to or on behalf of the Client is true to the best of consultant’s
knowledge and that he/she is not restricted by any employment or other agreement from providing services to
CANOPY ONE’s Client and understands that any misstatements or lack of candor by Consultant of his/her
qualifications or availability may be grounds for immediate termination of services by CANOPY ONE or by the
Client.

3) NONDISCLOSURE OF CONFIDENTIAL INFORMATION: Consultant will not disclose to any third


party, without the prior written consent of CANOPY ONE and Client, any information relating to the
business of CANOPY ONE, the Client, the customers and clients of the Client, or other CANOPY ONE
Supplier or Employees, if such information could reasonably be constructed as confidential and was
obtained in the course of consultant providing services to Client, interviewing, getting training with
CANOPY ONE or Client, or contracting with Supplier. Consultant further agrees he/she will not reproduce
in any way, divulge, or remove from the premises of CANOPY ONE, any Client, or the customers and
clients of any Client, at any time during the interview, Training, or during or after providing services, any
tangible or intangible property whatsoever (except personal effects) which could reasonably be constructed
as constituting confidential information of CANOPY ONE, the Client, or the customers or clients of the
Client. Consultant also will not disclose to any CANOPY ONE Employee, Contractor, Client, Customer or
Client of the Client about the training cost, his/her rate of compensation.

4) INDEMNIFICATION: Consultant agrees to indemnify and hold harmless CANOPY ONE for any and all
loss, costs and other liability incurred or threatened, including attorney’s fees, related to violations of the
obligations set forth in this Agreement.

5) SEVERABILITY: If any term or provision of this Agreement shall be found by a court of competent
jurisdiction to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this
Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s
opinion to render such term of provision enforceable, and the rights and obligations of the parties shall be
construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements
of the parties set forth herein.

6) LAW: This Agreement shall be governed by the laws of the State of Virginia, except for its choice of law
rules, regardless of where the work is performed. Consultant agrees to the exercise of personal jurisdiction
over him/her by the courts in the State of Virginia to the full extent permitted by law.

7) ACKNOWLEDGEMENT: I agree and understand to my obligations hereunder.

For and on behalf of: For and on behalf of:


Canopy One Solutions Inc.:

By: __________________________(sign name)

By: ____________________________ ______________________________ (print name)

Version.11.2014