EMPLOYMENT COVENANT AGREEMENT

THIS EMPLOYEE COVENANT AGREEMENT (the “Agreement”) is made and entered

into this ___ day of _________, 2020, between a Georgia limited liability company
( ) and _____________________________(“Employee”), a resident of the State of
_____________.

Statement of Background

Company desires to continue to engage Employee to perform certain services on behalf

of Company because of Employee’s experience and skill in the area of engagement.

Company is willing to engage Employee and Employee is willing to continue such

engagement with Company subject to the terms and conditions set forth in this Agreement.

Statement of Agreement

NOW, THEREFORE, in consideration of the mutual agreements, representations,

warranties and covenants set forth herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Company and Employee hereby agree as
follows:

1. Definitions. As used in this Agreement, the following definitions shall apply:

(a) “Company’s Business” means the sale of office supplies, printer toner and
ink and office equipment, including copiers and printers, and servicing of office equipment.

(b) “Competing Service or Product” means any service, product or process in

existence or under development which is the same or substantially similar to those services,
products or processes that are sold or offered for sale by Company.

(c) “Competitor” means any business organization (of whatever form) or person
engaged in whole, or in relevant part, in any business or enterprise which is a Competing Service or
Product.

(d) “Confidential Information” shall have the meaning set forth in O.C.G.A. §
13-8-51 (3). Assuming the foregoing criterion is met, Confidential Information includes, without
limitation, information with respect to the operations, customers, customer lists, products,
marketing strategy and services of Company and its affiliates and further including, but not
limited to: (i) formulas, research and development techniques, processes, computer programs,
software, electronic codes, mask works, inventions, innovations, patents, patent applications,
discoveries, improvements, data, know-how, formats, test results, and research projects; (ii)
information about costs, profits, markets, sales, contracts, lists of actual or potential customers
and distributors, and information contained in bids made to actual or potential customers; (iii)
business, marketing, strategic plans, know-how, including without limitation the unique manner
in which Company conducts the Company’s Business; (iv) forecasts, unpublished financial
information, budgets, projections, and customer identities, characteristics and agreements; and
(v) employee personnel files and compensation information.

(e) “Customer” means any organization, entity or person who has bought or
been supplied with any goods or services of Company or which Company has directed specific
efforts to cause such organization or person to purchase or otherwise be supplied with goods or
services.

(f) “Inventions and Ideas” means (i) all inventions, ideas, applications,
trademarks, service marks, enhancements, modifications, improvements or other processes,
methods and designs, technologies, computer hardware or software, electronic code, original
works of authorship, formulas, discoveries, patents, copyrights, copyrightable works products,
marketing and business ideas, and all improvements, know-how, data, rights, claims and any
other creation, whether or not patentable, related to the foregoing that Employee may develop,
invent, discover, conceive or originate alone or in conjunction with any other person during
business hours or otherwise, during the term of this Agreement that relate, either directly or
indirectly, to the Company’s Business; and (ii) all inventions, ideas, applications, trademarks,
service marks, enhancements, modifications, improvements or other processes, methods and
designs, technologies, computer hardware or software, electronic code, original works of
authorship, formulas, discoveries, patents, copyrights, copyrightable works products, marketing
and business ideas, and all improvements, know-how, data, rights, claims and any other creation,
whether or not patentable, developed, invented, discovered, conceived or originated by
Employee alone or in conjunction with any other person for a period of one year after the
termination of Employee’s employment with Company, that relate, either directly or indirectly,
to the Company’s Business.

(g) “Material Contact” shall have the meaning set forth in O.C.G.A. § 13-8-51
(10), which is the contact between Employee and each customer or potential customer:

(i) With whom or which Employee dealt on behalf of Company;

(ii) Whose dealings with Company were coordinated or supervised by

Employee;

(iii) About whom Employee obtained Confidential Information in the

ordinary course of business as a result of Employee's association with Company; or

(iv) Who receives products or services authorized by Company, the

sale or provision of which results or resulted in compensation, commissions, or earnings for
Employee within two (2) years prior to the date of Employee’s termination.

2. Employee’s Status. Employee is an “at will” employee and nothing contained

herein shall change such status nor shall anything contained herein constitute a commitment,
guarantee, agreement or understanding of any kind or nature that Company will continue to
employ Employee, nor will this Agreement affect in any way the right of Company to terminate

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Employee’s employment at any time for any lawful reason or no reason at all. By Employee’s
execution of this Agreement, Employee acknowledges that Employee’s employment is “at will”.
No change of Employee’s duties as an employee of Company will result in, or be deemed to be,
a modification of the terms of this Agreement; provided, however, that in the event that the scope
of Employee’s employment changes so as to reasonably require a change in the definitions of
“Services” and “Territory”, as those terms are used herein, Employee acknowledges and agrees
that those terms will be deemed to have changed in accordance with the circumstances of his
employment.

3. Inventions and Ideas.

(a) Employee agrees that all Inventions and Ideas shall be the exclusive
property of Company. During the term of Employee’s employment with Company and for a
one-year period thereafter, Employee shall promptly disclose to Company all Inventions and
Ideas made or conceived by Employee, in whole or in part. Employee understands and agrees
that in partial consideration of Employee’s continued employment with the Company, the
Inventions and Ideas shall be the exclusive property of Company and thus subject to registration
or other legal protective custody of Company. Company shall have authority to execute, sell and
deliver as the act of Employee, any license agreement, contract, assignment or other instrument
in writing that may be necessary or proper to convey to Company the entire right, title and
interest in and to the Inventions and Ideas. Employee hereby assigns to Company all right, title
and interest in such Inventions and Ideas currently existing or developed during the term hereof.
Employee further acknowledges and agrees that any Inventions and Ideas that constitute an
original work of authorship fixed in any tangible medium of expression shall be considered
“work for hire” as defined in Public Law 94-553, the Copyright Revision Act of 1976, granting
Company full ownership to the work and rights comprised therein.

(b) Employee will execute any and all instruments and do any and all acts
necessary or desirable in order to establish and perfect in Company the entire right, title and
interest in such Inventions and Ideas, including, without limitation, executing all applications for
registration of copyrights or patents. Employee shall not question or otherwise challenge, either
directly or indirectly, during the term of this Agreement or after its termination, Company’s
ownership of the Inventions of Ideas or the validity of any registration or application for
registration by Company for any such Inventions or Ideas. Employee further agrees that, during
the term of Employee’s employment and at any time thereafter, Employee, at no expense to
Employee, shall cooperate with Company and its counsel in the prosecution and/or defense of
any litigation brought against or by any third party in connection with the Inventions and Ideas.
Employee shall keep accurate records relating to the conception and reduction to practice of all
Inventions and Ideas. Such records shall be the sole and exclusive property of Company, and
Employee shall surrender possession of such records to Company upon the termination of
Employee’s employment with Company.

4. Nondisclosure of Confidential Information and Trade Secrets. Employee

acknowledges that as a result of his or her activities as an employee of Company, Employee has
or will have access to the Confidential Information, which Employee acknowledges as
information that Company has legitimate interests in protecting and keeping confidential. In

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recognition of Company’s need to protect its legitimate business interests, Employee hereby
covenants and agrees that he or she will treat and regard each item constituting Confidential
Information as strictly confidential and wholly owned by Company and will not, without the
prior written consent of Company, for any reason, in any fashion, either directly or indirectly,
communicate to any third party, use, sell, lend, lease, distribute, license, give, transfer, assign,
show, disclose, disseminate, reproduce, copy or misappropriate, or permit any of his or her
agents to do any of the above with respect to all or any part of the Confidential Information or
any physical embodiments thereof and may in no event take any action causing, or fail to take
action necessary in order to prevent any Confidential Information disclosed to or developed by
Employee to lose its character or cease to qualify as Confidential Information, except as required
by judicial and governmental action and as permitted hereunder. Upon termination of
Employee’s employment with Company, Employee agrees to transmit all property belonging to
Company, including without limitation, all Confidential Information, physical embodiments, and
copies thereof, to Company.

(a) Nothing herein shall be interpreted as a limitation or restriction on the

provisions of Georgia Trade Secrets Act of 1990, O.C.G.A. §10-1-760, et seq., as may be amended,
succeeded or replaced from time to time, or any legal rights or remedies granted thereunder.

5. Covenants Against Solicitation.

(a) Preamble. The parties hereto acknowledge and agree that (i) Company
conducts business and is known throughout the “Territory” as hereinafter defined; (ii) Employee
acknowledges and agrees that Employee works for and represents Company throughout the
Territory; (iii) Company holds a reputation and goodwill throughout the Territory which are an
integral part of its business success therein; and (iv) Company will sustain great loss, irreparable
injury, and damage for which it will have no adequate remedy at law, if during the term of
Employee’s engagement with Company, and for a period of two (2) years immediately following
the termination of Employee’s engagement, Employee should for Employee’s own self, or on
behalf of any other person, entity, company, partnership, or corporation, violate the terms of this
Section 5. Company would in such an event be deprived of the benefits it has bargained for
pursuant to this Agreement. As used herein “Territory” shall mean the territory where the
employee is working at the time of termination of the employee’s employment hereunder,
provided, however, that such territory shall have a maximum size of: the United States of
America.

(b) Covenant Not to Solicit Customers. During Employee’s employment with

Company, Employee shall not, either directly or indirectly, on Employee’s own behalf or on
behalf of any other person or entity, solicit, divert or appropriate to or on behalf of a Competitor,
any Customer. For the two (2) year period following the termination of Employee’s
employment, Employee agrees that Employee will not, either directly or indirectly, on
Employee’s own behalf or in the service of or on behalf of others, solicit or attempt to solicit
orders or contracts for the supply of any Competing Service or Product to any Customer with
whom Employee had Material Contact in an effort to further Company’s business relationship
during the term of Employee’s employment with the Company.

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 (c) Covenant not to Solicit Other Employees. During Employee’s
employment with Company, Employee shall not, either directly or indirectly, solicit, divert or
hire or attempt to solicit, divert or hire, any person employed by Company for a determined
period, or at will, for the purpose of having such person perform duties of any nature for another
person or entity. For the one (1) year period following the termination of Employee’s
employment, Employee agrees that Employee will not, either directly or indirectly, on
Employee’s own behalf or in the service of or on behalf of others, solicit, divert or entice, or
attempt to solicit, divert or entice any person employed by Company (“Solicited Person”) with
whom Employee had direct and substantial contacts during the one (1) year period immediately
preceding the termination of Employee’s employment with the Company to perform duties or
provide services for any Competitor which are substantially similar to those duties performed or
services provided by or on behalf of such Solicited Person to Company, regardless of whether (i)
such Solicited Person is a full-time employee or a temporary employee of Company (ii) the
engagement of the Solicited Person by Company is pursuant to written agreement, or (iii) such
engagement is for a determined period of time or is at will. The provisions of this Section 5(d)
shall only apply to those Solicited Persons that are employed by Company at the time of
solicitation or attempted solicitation.

(d) Severability of Covenants. The parties hereto agree that each of the restrictive
covenants described in this Section 5 are severable and separate, and the unenforceability of any
such restrictive covenant set forth in any subsection, in whole or in part, shall not affect the
validity and enforceability of the covenants set forth in any other sections or subsections herein.
The covenants on the part of Employee shall be construed as an agreement, and the existence of
any claim or cause of action of Employee against Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by Company of said
restrictive covenants. In the event that a court of competent jurisdiction construes any of the
covenants contained in this Section 5 to be overbroad or unenforceable, the parties agree to a
court reformation of this Agreement consistent with that which would be reasonable in scope,
duration and geographic limitation.

6. Representations and Warranties. Employee represents and warrants that: (a)

Employee has no obligations, legal or otherwise, inconsistent with the terms of this Agreement
or with Employee’s continuing employment with Company; (b) Employee will not use in the
performance of Employee’s responsibilities under this Agreement any confidential or proprietary
information or trade secrets of any other person or entity; and (c) Employee has not entered into
and will not enter into any agreement (whether oral or written) in conflict with this Agreement.

7. Disclosure to Subsequent Employer. Employee covenants and agrees that he or

she will disclose the existence of this Agreement and the terms contained herein to any
subsequent employer(s) until all covenants and provisions made by Employee herein expire.

8. Disclosure of New Employment. Employee covenants and agrees that he or she

will inform Company in writing of all employment or business ventures that Employee engages
in until all covenants and provisions made by Employee herein expire.

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 9. Notices. All notices under this Agreement shall be in writing and shall be
deemed to have been sufficiently given or served and effective for all purposes when presented
personally, or three (3) days after being deposited in a United States postal receptacle for
registered or certified mail addressed, return receipt requested, postage prepaid, or one (1)
business day after delivery to a small package air courier offering service to the address of the
intended recipient with shipping prepaid, to the address set forth below their signature or at such
other address as said person shall subsequently designate in a writing delivered in the form of
notice hereto.

10. Remedies. In the event of a violation or threat of violation by Employee, directly

or indirectly, of any of the covenants set forth in Sections 3, 4 or 5, Company will have the right,
and in addition to all other remedies available to it at law, in equity or under this Agreement, to
affirmative or negative injunctive relief from a court of competent jurisdiction. Employee
acknowledges that a violation of any of Sections 3, 4 or 5 would cause irreparable harm and that
all other remedies are inadequate. Employee further agrees that, upon proof of the existence of a
violation of any of the covenants contained in Sections 3, 4 or 5, Company will be entitled to all
costs and reasonable attorneys’ fees incurred by Company in bringing such action. In the event
Company should seek injunctive relief, Employee hereby waives any requirement that Company
submit proof of the economic value of any interest sought to be protected under such injunction
or that Company post a bond or any other security.

11. Disputes.

(a) EACH OF THE PARTIES, FOR THEMSELVES AND THEIR

SUCCESSORS AND ASSIGNS, WAIVES ANY RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER
LITIGATION OR PROCEEDING BROUGHT BY EITHER OF THEM OR THEIR
SUCCESSORS OR ASSIGNS OR ANY OTHER PERSON RELATING IN ANY WAY TO
THIS AGREEMENT OR THE RELATIONSHIP OF COMPANY AND EMPLOYEE. EACH
OF THE PARTIES HEREBY AGREE THAT THIS AGREEMENT CONSTITUTES A
WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY, AND DOES HEREBY
CONSTITUTE AND APPOINT THE OTHER ITS TRUE AND LAWFUL ATTORNEY-IN-
FACT, WHICH APPOINTMENT IS COUPLED WITH AN INTEREST, AND DOES
HEREBY AUTHORIZE AND EMPOWER THE OTHER, IN ITS NAME, PLACE AND
STEAD, TO FILE THIS AGREEMENT WITH A CLERK OR JUDGE OF ANY COURT OF
COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF
TRIAL BY JURY. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY
DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE
SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION
WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

(b) Each of the parties, for themselves and their successors and assigns, agrees
to submit to exclusive personal jurisdiction and the sole and exclusive venue in the state and
federal courts of the State of Georgia, and expressly consents to venue in the State or Superior
Courts of Gwinnett County, Georgia, in any action or proceeding arising out of this Agreement,

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any act or omission of any person or entity relating to this Agreement, or the relationship of
Company and Employee. Employee and Company hereby waive any objections or defenses to
jurisdiction or venue in any such proceeding before such court.

12. General.

(a) This Agreement is the sole agreement between the parties relating to the
subject matter hereof and supersedes all prior understandings, writings, proposals,
representations or communications, oral or written, of either party. This Agreement may be
amended only by an instrument executed by the authorized representatives of both parties. The
terms of this Agreement, except for Section 2, shall survive the termination of Employee’s
employment with Company.

(b) Employee may not assign or delegate any of his or her rights, duties or
obligations under this Agreement without Company’s prior written consent. Company may
assign this Agreement and its rights and obligations without Employee’s consent, in which case
the rights and obligations shall inure to the benefit of, and shall be binding upon, the assignee.

(c) This Agreement and all obligations of the parties hereunder shall be
interpreted, construed, and enforced in accordance with the laws of the State of Georgia, without
regard to any conflict of laws rules or analysis.

(d) No failure or delay of either party to exercise any right or power given it
herein or to insist upon strict compliance by the other party of any obligation imposed on it
herein and no custom or practice of either party hereto at variance with any item hereto shall
constitute a modification or a waiver of either party’s right to demand strict compliance with the
terms of this Agreement. Neither this Agreement nor any provision hereof, may be changed,
waived, discharged, or terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is sought. Time is of
the essence hereof.

(e) This Agreement may be executed in any number of counterparts and by

different parties hereto, and separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall constitute but one and the
same instrument. Further, the signature of any party to any counterpart hereof shall be deemed
to be a signature to, or may be appended to, any other counterpart.

(f) If any term, covenant, or condition of this Agreement or the application

thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such term, covenant, or condition to persons
or circumstances other than those to which it is held invalid or unenforceable, shall not be
affected thereby, and each term, covenant, or condition of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.

(g) The headings used herein are for purposes of convenience only and should
not be used in construing the provisions hereof.

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 (h) Should any provision of this Agreement require judicial interpretation, it is
agreed that the court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the rule of
construction that a document is to be construed more strictly against the party who itself or
through its agent prepared same.

(i) All of the conditions, representations, and obligations imposed hereunder

are imposed or made solely and exclusively for the benefit of the parties to this Agreement. No
other persons shall have standing to require the satisfaction of any condition, warranty,
representation, or covenant made herein in accordance with its terms, or be entitled to assume the
existence or absence of strict compliance with any and all of the terms and conditions hereof. No
other person shall, under any circumstances, be deemed to be a beneficiary hereunder.

(j) The parties hereby agree to execute such other documents, instruments,
affidavits, or certificates and to perform such other acts as may be necessary or desirable, to
carry out the purposes of this Agreement.

(k) Should either party hereto, or any heir, personal representative, successor
or assign of either party hereto, resort to litigation to enforce this Agreement, the party or parties
prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to
recover its or their reasonable attorneys’ fees and costs in such litigation from the party or parties
against whom enforcement was sought.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.

COMPANY: EMPLOYEE:

By:
Name:
Title: _______________________________
Printed Name: ___________________
Address:
_____________________
_____________________ Address:
_______________________
_______________________