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ITemp, Inc. <br />2054 Vista Pkwy #400, West Palm Beach, FL 33411 <br />www.itempusa-inc.com 561-420-3382 O <br /> <br />Trade Secrets. Company agrees that it will not, during or after the term of this Agreement, <br />disclose the specific terms of Customer’s or Customer Companies’ relationships or agreements <br />with their respective significant vendors, customers, managed customers’ clients or employees <br />or any other significant and material trade secret of Customer or Customer Companies, <br />whether in existence or proposed, to any person, firm, partnership, corporation or business <br />for any reason or purpose whatsoever. <br /> <br /> <br />No Rights Granted. <br /> <br />Nothing in this Agreement shall be construed as granting any rights under any patent, copyright <br />or other intellectual property right of Customer, nor shall this Agreement grant Company any <br />rights in or to Customer’s Confidential Information, except the limited right to use the <br />Confidential Information in connection with the Services that Company offers to Customer. <br /> <br />No Conflicts. <br /> <br />Company represents that Company’s compliance with the terms of this Agreement and provision of <br />Services hereunder will not violate any duty which Company may have to any other person or <br />entity (such as a present or former employer), and Company agrees that Company will not do <br />anything in the performance of Services hereunder that would violate any such duty. In addition, <br />Company agrees that, during the term of this Agreement, Company shall promptly notify <br />Customer in writing of any direct competitor of Customer which Company is also performing <br />services. It is understood that in such event, Customer will review whether Company’s activities <br />are consistent with Company remaining as consultant of Customer. <br /> <br />Non-solicitation of Employees. <br /> <br />Neither Customer nor Company will, either directly or indirectly (except through the other party) <br />solicit to hire or contract with any other party employee during the term of this Agreement and <br />for a one (1) year period following termination thereof (hereafter the “Non-solicitation Term”). For <br />clarity, it is not a breach of this prohibition for either Company or Customer to solicit for <br />employment an individual employed by the other party if such individual responds to a general <br />job announcement or solicitation not directed at such individual or that party’s associates. In <br />the event that a party desires to solicit for hire any of the other party’s employees during the <br />Non-solicitation Term, that party must first seek the other party’s consent to solicit such <br />employee and to speak with the other party’s employee about the employment opportunity. In <br />the event that a party grants the other party the option to directly solicit the employee, and that <br />party’s employee accepts an offer of employment, the parties shall discuss in good faith issues <br />related to the employee’s transition. The employee’s start date will be mutually agreed upon by <br />the parties in writing. Provided the parties agree to the employee’s transition terms, the hiring <br />party shall pay the other party a placement fee of no more than 20% of offered salary prior to <br />the employee commencing work as an employee. This provision is considered a material term <br />that allows for accelerated termination rights under paragraph 14 of this Agreement. <br />DocuSign Envelope ID: 383A1746-7EDE-4608-95EC-6535FF087317