NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Dear Felix

We are pleased that you have accepted employment with [NAME OF EMPLOYER] (the “Employer”) commencing [START DATE OF EMPLOYMENT, ex. July 1, 1998]. As you know, you will be employed as [TITLE DESCRIPTION OF EMPLOYMENT]. This letter will set out the terms and conditions of the protection we require regarding non-competition and non-solicitation, which are required of you as a condition of being employed at this firm.

1. Non-Competition: You agree that you will not, without the prior written consent of the Employer, at any time during your employment with the Employer and for a period of [PERIOD OF DURATION OF NON-COMPETITION (IE. 2 YEARS) - NB. SHOULD NOT EXCEED 5 YEARS!] following the termination of your employment however caused (whether your employment is terminated by you or the Employer and whether with or without cause or in breach of this Agreement) either individually or in partnership or jointly or in conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a United States or Canadian stock exchange that does not exceed 5 percent of the outstanding shares so listed) or in any other manner whatsoever carry on be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit your name or any part thereof to be used or employed by any person engaged in or concerned with description of aspect of business in which employee is engaged (ie, the distribution and sale of computer accounting software)] within [GEOGRAPHIC AREA WITHIN WHICH EMPLOYEE IS NOT TO COMPLETE, ex. the City of New York and an area within a radius of 5 miles from the boundaries of the City of New York].

You agree that the restrictions set out above are reasonable and valid and all defenses to the strict enforcement of this non-competition covenant by the Employer is waived by you.

2. Non-Solicitation of Clients: You agree that you will not, without the prior written consent of the Employer, at any time during your employment with the Employer or for a period of 2 years from the termination of your employment however caused (whether your employment is terminated by you or the Employer and whether with or without cause or in breach of this Agreement), either individually or through any company controlled by you and either on your own behalf or on behalf of any person competing or endeavoring to compete with the Employer, directly or indirectly solicit, endeavor to solicit or gain the custom of, canvass or interfere with any person who is a client of the Employer as at the date of termination of your employment or use your personal knowledge of or influence over any such client to or for your own benefit or that of any other person competing with the Employer.

3. Non-Solicitation of Employees: You agree that you will not, without the prior written consent of the Employer, at any time during your employment with the Employer or for a period of 2 years from the date of termination of your employment however caused (whether your employment is terminated by you or the Employer and whether with or without cause or in breach of this Agreement), either individually or through any company controlled by you and either on your behalf or on behalf of any other person competing or endeavoring to compete with the Employer, directly or indirectly solicit for employment, or endeavor to employ or to retain as an independent contractor or agent, any person who is an employee of the Employer as of the date of termination of your employment or was an employee of the Employer at any time during 2 years prior to the termination of your employment.

You further agree that, should you be approached by a person who is or has been an employee of the Employer during the period described above, you will not offer to nor employ or retain as an independent contractor or agent any such person for a period of 2 years following the termination of your employment.

4. Agreement to Modification of Restrictive Covenants: While the restrictions in sections 1, 2 and 3 are considered by you and the Employer to be reasonable in all of the circumstances as of the date of this Agreement, it is hereby agreed that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of the Employer, but would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities covered thereby reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not thereby affect the validity of any other restriction contained in this Agreement.

5. Independent Legal Advice: You agree that you have been advised by the Employer that you should obtain independent legal advice in connection with the terms of this agreement. You confirm that you have either obtained such advice or chosen not to do so and that you fully understand the terms and conditions set out herein and agree to be bound by them.

6. Copy of Agreement: You acknowledge receipt of a copy of this agreement signed by the Employer.

If you agree with the above, please sign both copies of this letter in the presence of a witness and return one copy to the Employer.

Regards
Lydia