NON-DISCLOSURE AND NON-COMPETE AGREEMENT

This Non-Disclosure and Non-Compete Agreement (“Agreement”) is entered into this

___ day of ______________, 202___ (the “Effective Date”) by and between the undersigned
employee or prospective employee (“Employee”) and ________________, a ________________
(“Company”). Employee and Company are sometimes referred to individually as a "Party" and
collectively as the "Parties."

Recitals
WHEREAS, Employee is presently employed by Company, or will be employed by
Company, as an "at will" employee;

WHEREAS, Company desires to share with Employee certain information that Company
deems proprietary and wishes to remain confidential; and Employee, in consideration for such
disclosure, is willing to agree to hold and treat all such information as the confidential property
of Company in accordance with the terms hereinbelow set forth;

WHEREAS, the Parties desire to agree to the non-competition covenants and other
matters set forth below;

NOW, THEREFORE, for good consideration, the Parties covenant and agree as follows:

1. Confidential Information. Employee recognizes and acknowledges that during

the period of time in which he is employed by the Company (“Term of Employment”), he will
use, have access to, be provided with, prepare, and/or create certain confidential and proprietary
business information and trade secrets for the Company, which may include, but is not limited to,
Company’s customer lists, employee lists, purchasing contacts, financial information, pricing
structures and strategies, pricing lists, strategic growth plans, customer prospect lists and contact
information, contracts, customer preferences, vendor and/or supplier pricing, quotes, bids and
related bid documents, business unit financial reports and key performance indicators; and other
records of the Company which are confidential and may contain proprietary business information
or trade secrets, all of which are of substantial value to the Company and its business
(hereinafter, “Confidential Information”). This Agreement applies to records, documents and
information of the Company in any form, including computer hardware, software, and other
electronic media, and tape recordings of any kind.

Employee agrees not to use or disclose the Confidential Information for his own benefit,
or for the benefit of anyone other than the Company, at any time, both during or after the Term of
Employment, without the express prior written consent of an executive officer of the Company.
Employee agrees that all written and electronic media, in whatever form, will at all times belong
to and remain the exclusive property of the Company. Employee shall return to the Company
upon the ending of the Term of Employment (for whatever reason), or upon demand, all property
of the Company and all documents, materials, equipment or other items that constitute, contain
or relate to the Company’s Confidential Information, including any copies which may have been
made by or for Employee. Employee will not remove any Confidential Information, in any form,
from the offices of the Company, without prior written approval. The foregoing obligations of

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confidentiality shall not apply to any knowledge or information that is now published or which
subsequently becomes generally publicly known in the form in which it was obtained from the
Company, other than as a direct or indirect result of the breach of this Agreement by Employee.

2. No Rights Granted in Company's Confidential Information. The Parties

acknowledge and agree that nothing contained herein shall be construed as giving Employee any
license, right, title or interest in or ownership of any Confidential Information of the Company.
Employee shall under no circumstances, directly or indirectly, reverse engineer, decompile,
disassemble or otherwise determine the operation of any Confidential Information disclosed to
Employee. Company does not convey, nor does Employee obtain any right in, any programs,
data or materials utilized or provided by Company.

3. Employee's Duty of Loyalty. Employee hereby acknowledges a duty of loyalty to

the Company and agrees to fulfill that duty as a material condition of initial and/or continued at-
will employment and access to existing and new Confidential Information. Employee agrees to
devote Employee's full professional and business time and attention to the business of the
Company, to use best efforts to advance the interests, business, and welfare of the Company, and
to perform his work as an employee of the Company fully, faithfully, diligently, loyally,
competently and to the best of Employee's ability. Employee also agrees not to engage in any
other employment or business activities during the term of employment by the Company, if such
employment or business activities (i) compete with the business of the Company, (ii) interfere
with the ability of the Employee to perform the duties of his employment or to discharge the
responsibilities required under this Agreement, or (iii) create an actual or potential conflict of
interest.

4. Non-Competition Agreement. Employee agrees that Employee will refrain from

carrying on or engaging in a business similar to that of the Company and/or from soliciting
customers of the Company, in those parishes and counties listed on attached Exhibit "A", for so
long as the Company carries on a like business therein, during the Term of Employment and for a
period of two (2) years after termination of employment. For the purposes of this covenant, if
Employee becomes employed by a competing business, regardless of whether or not Employee is
an owner or equity interest holder of that competing business, Employee shall be deemed to be
carrying on or engaging in a business similar to that of the Company. In the event that applicable
law requires a more particular or different specification of the area within which competition is
to be proscribed, then this Agreement will prohibit competition within whatever area as to which
competition may be legally proscribed consistent with the intention expressed in this paragraph.
EMPLOYEE HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF THIS
PARAGRAPH AND AGREES THAT THE RESTRICTIONS SET FORTH HEREIN,
INCLUDING BUT NOT LIMITED TO, THE TIME PERIOD RESTRICTIONS AND THE
GEOGRAPHICAL RESTRICTIONS, ARE FAIR AND REASONABLE AND REASONABLY
ARE REQUIRED FOR THE PROTECTION OF THE INTERESTS OF THE COMPANY.

5. Non-Solicitation of Employees. Employee agrees that during the Term of

Employment, and for a period of two (2) years following the termination of his employment with
the Company for any reason, Employee will not (a) directly or indirectly solicit, recruit, hire, or
cause to be solicited, recruited or hired, whether for the Employee's own benefit or for the benefit
of any Person other than the Company, any employee, temporary worker, or independent

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contractor of the Company; or (b) solicit, request, influence, induce, or otherwise encourage any
employee, temporary worker, or independent contractor of the Company to cease employment or
any contractual or other working relationship with the Company or to become employed by any
Person other than the Company.

6. Computer Programs. Employee agrees that, for a period not to exceed two years
from the date of the termination of employment, he will refrain from engaging in any work or
activity to design, write, modify, or implement any computer program that directly competes
with any confidential computer program owned, licensed, or marketed by the Company, and to
which the Employee had direct access during the Term of Employment. As used in this
paragraph, "confidential" means that which: (a) is not generally known to and not readily
ascertainable by other Persons, and (b) is the subject of reasonable efforts under the
circumstances to maintain its secrecy. "Computer program” means a plan, routine, or set of
statements or instructions, including any subset, subroutine, or portion of instructions, regardless
of format or medium, which are capable, when incorporated into a machine-readable medium, of
causing a computer to perform a particular task or function or achieve a particular result.

7. Remedies. Employee acknowledges that a breach or threatened breach of

Employee's obligations under this Agreement would cause immediate and irreparable harm to the
Company for which no adequate monetary remedy exists. Accordingly, the Company shall be
entitled, in addition to other rights and remedies, to injunctive relief to prevent or restrain any
such breach or threatened breach. Employee agrees that, in the event of any such breach or
threatened breach, the Company shall be entitled to temporary, preliminary, and/or permanent
injunctive relief restraining the Employee from such breach or threatened breach, and/or
compelling or ordering the Employee's compliance with this Agreement, without the necessity of
proof of actual damage and/or irreparable harm or the posting of any security or bond. Nothing
herein, however, shall be construed as prohibiting the Company from pursuing any other remedy
to which the Company may be entitled in the event of a breach or threatened breach by the
Employee, including, without limitation, the recovery of damages, penalties, attorney’s fees, lost
profits, costs, and expenses incurred by the Company as a result of any such breach or threatened
breach.

8. Attorney's Fees. In the event of any breach or threatened breach of this

Agreement by Employee, if Company institutes any action against Employee to enforce any
terms or provisions this Agreement and prevails in such action, Company shall be entitled to
receive from Employee in the action the Company's reasonable attorneys' fees incurred in such
action and all costs and expenses incurred in connection therewith.

9. Entire Agreement. Each Party acknowledges and agrees that (i) this Agreement
constitutes the entire understanding of the Parties with respect to the subject matter hereof and
shall supersede all prior or contemporaneous agreements and understandings with respect
thereto, and (ii) no agreements or representations, oral or otherwise express or implied, with
respect to the subject matter hereof have been made by either Party that are not set forth
expressly in this Agreement.

10. Counterparts. This Agreement may be executed in any number of counterparts

and each counterpart shall be deemed to be an original instrument, but all such counterparts shall

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constitute but one instrument. Transmission or receipt of this instrument by facsimile, electronic
mail or other means of electronic communication or duplication, bearing a reproduction of a
signature or initial, shall have the same validity and legal result as do original signatures or
initials.

11. Survival. Employee's obligations in this Agreement shall survive the termination
of Employee’s employment regardless of the circumstances, whether voluntary or involuntary, or
the reason for such termination. Additionally, this Agreement is applicable to any past, present,
or future employment of the Employee by the Company, including any future employment of the
Employee by the Company following the termination of initial and/or current employment
relationship, regardless of whether such termination was voluntary or involuntary.

12. Modifications; Waivers. No provision of this Agreement may be modified,

waived or discharged unless such waiver, modification or discharge is agreed to in writing
signed by Employee and an executive officer of the Company. No waiver by either Party hereto
at any time of any breach by the other Party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other Party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

13. Validity and Reformation. The invalidity or unenforceability of any provision or

provisions of this Agreement shall not affect the validity or enforceability of any other provision
or this Agreement, which shall remain in full force and effect; provided. however, that a court of
competent jurisdiction may, if and to the extent permitted by law, sever, amend, reform, revise,
or modify any provision or provisions deemed overly broad, invalid, or otherwise unenforceable
to render such provision or provisions valid and enforceable, and the Parties acknowledge their
intent and agreement that the provisions of this Agreement shall be enforced to the fullest extent
allowed by applicable law.

14. Person Defined. As used in this Agreement, "Person" means and includes,
without limitation, any corporation, company, group, partnership, limited liability company,
other entity or individual.

15. Governing Law; Forum. This Agreement, and all matters relating hereto or
thereto or arising herefrom or therefrom (whether arising under contract law, tort law or
otherwise) shall be governed by and construed in accordance with the laws of the State of
Louisiana. Any judicial proceeding brought by or against Employee with respect to this
Agreement or any other agreement pertaining to Employee's employment may be brought in any
state or federal court of competent jurisdiction in the State of Louisiana, and, by execution and
delivery of this Agreement, each Party accepts for itself and in connection with its properties,
generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and
irrevocably agrees to be bound by any judgment rendered thereby in connection with this
Agreement. Nothing herein shall limit the right of Company to bring proceedings against
Employee in the courts of any other jurisdiction. Employee waives any objection to jurisdiction
and venue of any action instituted in any state or federal court of competent jurisdiction in the
State of Louisiana and shall not assert any defense based on lack of jurisdiction or venue or
based upon forum non conveniens. Any judicial proceeding by Employee against Company
involving, directly or indirectly, any matter or claim in any way arising out of, related to or

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connected with this Agreement or Employee's employment by the Company shall be brought
only in a federal or state court of competent jurisdiction in the State of Louisiana.

16. At-Will Employment. The Parties acknowledge and agree that Employee is (if
presently employed by the Company) or will be (if not yet employed by the Company) an "at
will" employee. Accordingly, Employee may resign his or her employment at any time for any
reason or for no reason, and Company may terminate Employee's employment at any time for
any reason (other than those reasons specifically prohibited by law) or for no reason. Nothing in
this Agreement shall alter in any way the "at will" nature of Employee's employment, and
Employee acknowledges and agrees that this Agreement does not create an obligation on the
Company to employ, or to continue the employment of, Employee.

IN WITNESS WHEREOF, the Parties have executed this Agreement on and as of the
Effective Date.

EMPLOYEE: ____________________

Signature: ________________________ By:________________________________

Print: ____________________________ Its: ____________________________

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 EXHIBIT "A"
LIST OF PARISHES AND COUNTIES IN WHICH COMPETITION IS PROHIBITED