EMPLOYEE ACKNOWLEDGEMENT OF PROPRIETARY RIGHTS UPON TERMINATION

To Be Placed On Employer Letterhead

To Be Addressed To Employee

Please execute in the appropriate space provided at the bottom of this letter. The purpose of this letter is fo[Section Deleted - Included In Full Licensed Versionnfirm that we have advised you with respect to the proprietary rights of the company and your continued obligations with respect to all such information.

You hereby acknowledge and agree:

1. Through the course of your employment with the Company, you have been involved in and contributed to the development of certain items that are proprietary to the Company and have been expo[Section Deleted - Included In Full Licensed Versionthe Company. These items may have included items that are copyrightable, subject to trademark protection, trade secrets, confidential, subject to patent protection, or otherwise considered by the Company to be proprietary in nature. They include things such as business and marketing plans, strategic development plans, financial information, market studies, promotional plans, advertising, computer programs and source codes, databases and database en[Section Deleted - Included In Full Licensed Versionweb sites, system documentation, computer algorithms, data, enhancements and improvements, training programs, customer inquiries and complaints, modification reports, customer lists, and other information and materials that are of a strategic importance to the Company. These items are all assets of the Company and are of considerable business and strategic advan[Section Deleted - Included In Full Licensed Versiond is protected under copyright law, trade secret law, patent law, trademark law, and a variety of state laws and under provisions that are included in any confidentiality agreement, employment agreement or other agreement that you may have signed and under the general employme[Section Deleted - Included In Full Licensed Version the Company.

2. You acknowledge and agree that your contributions to the development of all proprietary information of the Company was done in the course and within the scope of your employment and that all work product[Section Deleted - Included In Full Licensed Versionfrom your efforts is the property of the Company.

3. You acknowledge that the [Employment Agreement; [Section Deleted - Included In Full Licensed Versioninitial employment with the Company, as well as the Company Policy On Proprietary Information, state that all such work product is the proprietary property of the Company.

4. You acknowledge and agree that all of the work product that you developed or contributed to, directly or indirectly, during your term of employment with the Company, were “works made for hire” as defi[Section Deleted - Included In Full Licensed Versionr” of such work product for Copyright Law purposes.

5. Upon your termination, you must refrain from any use, disclosure or exploitation of all proprietary information of the Company, including such proprietary information that was developed through your ef[Section Deleted - Included In Full Licensed Versionmpany claims all copyrights and other legal protection in and to such information and as such, any use by you of such information will be an infringement on the rights of the Company, in addition to be[Section Deleted - Included In Full Licensed Versionviolation of any agreement that you may have signed and this Agreement. Certain of the Company’s proprietary information is also protected under state and federal trade secrets laws which your use or disclosure of such information would also violate.

6. Prior to departing from the Company facilities, you shall turn over all items in your possession that contain any proprietary information of the Company. By executing in the space provided below you certify, acknowledg[Section Deleted - Included In Full Licensed Version the Company have been delivered to the Company and that you are no longer in possession of any such materials.

7. You acknowledge and agree that all Company pro[Section Deleted - Included In Full Licensed Versionn is of substantial value and strategic importance to the Company and that disclosure or use of the same will cause irreparable injury to the Company and its prospects. As such, you agree that damages and injury to the Company in the event of unaut[Section Deleted - Included In Full Licensed Versionhe Company will be entitled to equitable relief, including but not limited to injunction against the unauthorized use and disclosure of any Company proprietary information. You agree that these equitable remedies are appropriate forms of relief.

BY SIGNING BELOW, YOU ACKNWOLEDGE AND AGREE THAT YOU HAVEP REVIOUSLY ENTERED INTO AN AGREEMENT WITH THE COMPANY RESTRICTING YOU FROM DISCLOSURE O[Section Deleted - Included In Full Licensed VersionION AND THAT YIU UNDERSTAND THAT THE TERMS OF THOSE RESTRICTIONS CONTINUE INDEFINATELY FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND COMPANY POLICIES WITH RESPECT TO PROTECTION OF PROPRIETARY INFORMATION AND THAT YOU WI[Section Deleted - Included In Full Licensed VersionNS CONTRARY THERETO.

YOU ATTEST THAT YOU HAVE READ AND FULLY UNDERSTAND THIS DOCUMENT AND THE CONSEQUENCES THEREOF AND THAT YOU ARE IN AGREEMENT WITH ALL OF THE[Section Deleted - Included In Full Licensed VersionINED HEREIN.

FOR THE COMPANY

By:__________________________

[Corporate Officer or Personnel Director]

I hereby acknowledge and

Agree to the forgoing terms:

___________________________

Departing Employee

Executed this _____ day of _______________, 20__.