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NON-DISCLOSURE AND NON-COMPETE AGREEMENT

I, ________________________________, of legal age and with residential


address at _____________________________________, agree to the following
undertaking:

1. For the purpose of preventing the unauthorized disclosure of confidential


information and trade secrets, I shall hold and maintain any confidential information
and trade secrets in strictest confidence for the sole and exclusive benefit of Wizard
Manpower and Allied Services, Inc. (Wizard).

2. I, as the receiving party, shall carefully restrict access to confidential


information and trade secrets to any persons, employees, contractors and third parties
as is reasonably required and shall require those persons to sign nondisclosure
restrictions at least as protective as this undertaking.

3. I shall not, without prior written approval of Wizard , use for my own benefit,
publish, copy, or otherwise disclose to others, or permit the use by others for their
benefit or to the detriment of Wizard, any confidential information.

4. I shall return to Wizard, any and all records, notes, and other written, printed,
or tangible materials in my possession pertaining to confidential information
immediately if Wizard, requests it in writing.

5. For this purpose, I agree that the “Confidential Information” shall include all
information or material that has or could have commercial value or other utility in the
business in which Wizard, is engaged; and I also agree that "Trade secret" means
information, including a formula, pattern, compilation, program, device, method,
technique, or process, that: (1) derives independent economic value, actual or potential,
from not being generally known to the public or to other persons who can obtain
economic value from its disclosure or use; and (2) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

6. Specifically, I agree that the following confidential information and trade


secrets shall be held and maintained by me in strict confidence: 1. Policy and Procedure,
2. Customer Lists, 3. Vendor Lists, 4. Work Methods and Processes, 5. Strategic, Business
and Marketing Plans, 6. Cost and Pricing Information including promotions and
discounts, 7. Finance Plans, 8. Sales, Revenue, Profits and Expense Information, and all
other similar confidential information and trade secrets that have been or may have
been created, developed or discovered by me and Wizard.

7. I agree that this nondisclosure provisions shall survive the termination of this
Agreement and the termination of my employment and my duty to hold Confidential
Information in confidence shall remain in effect until the Confidential Information no
longer qualifies as a trade secret or until Wizard , sends me the written notice releasing
me from this Agreement, whichever occurs first.

8. For the purpose of further protecting the interest of Wizard , I also agree that I
shall not own, manage, operate, consult or be employed in a business substantially
similar to, or competitive with, the present business of Wizard or such other business
activity in which Wizard, may substantially engage during the term of employment.
8.1 I agree that this non-compete agreement shall extend for a radius of 50 miles
of the Wizard’s, present location and shall be in full force and effect during the period of
my employment and for a period of one (1) year following my employment termination,
notwithstanding the cause or reason for termination.

9. This Agreement expresses the complete understanding of the parties with


respect to the subject matter and supersedes all prior proposals, agreements,
representations and understandings. This Agreement may not be amended except in a
writing signed by both parties.

10. The failure to exercise any right provided in this Agreement shall not be a
waiver of prior or subsequent rights.

11. This agreement shall be binding upon and inure to the benefit of the parties,
their successors, assigns, and personal representatives.

In witness thereof, I hereby affix my signature above my type written name


this _________day of ____________20____.

__________________________
EMPLOYEE

CONFORME:

JENNY ROSE P. SANTOS


HR and Operations Head
WIZARD MANPOWER AND ALLIED SERVICES, INC.

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