This agreement (“agreement”) is by Assembly Technicians, (the “Disclosing party” or “Introducing party”) and the undersigned  (the “Receiving party”) each hereinafter referred to as (the “Party”) or collectively as (the “parties”) respectively.

WHEREAS, Assembly Technicians has developed certain business relationships which is considered Confidential Information, and which is also considered to be company trade secrets, which are for Business.

WHEREAS, Receiving Parties have a desire to work with Assembly Technicians on projects which are related to Retail Service, Business Service, Assembly, and General Business practices.

WHEREAS, Assembly Technicians is willing to disclose its respective Confidential Information and trade secrets to each receiving parties for the purpose of pursuing a business relationship between them (the “Disclosure Purpose”).

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto do hereby agree as follows:

Non Circumvention: The receiving parties agree not to circumvent Disclosing party in relation to the disclosures related hereto.

Nondisclosure Requirements: At all times while this Agreement is in effect, and after the termination or expiration of this Agreement, Receiving party shall refrain from disclosing to anyone outside of Assembly Technicians immediate business, and of disclosing parties information, which includes trade secrets, and other proprietary or confidential information relating to business practices, and shall not use this information for their own or for any purpose without the express written agreement of the disclosing party.

Noncompetition Requirements: After the termination or expiration of this Agreement, Receiving parties shall or engage in competition with disclosing party for a period of ten (10) years, within the following geographic area:

The United States or Canada, without providing Disclosure party a fee-royalty in the form of 1.5 points per deal.

1. Non-Circumvention: Receiving Party agrees not to directly or indirectly contact, deal with, transact, or otherwise be involved with any corporation, partnership, proprietorships, trusts, individuals, or other entities in relation to the disclosed business opportunity, without the specific written permission of the introducing party during the term of this agreement and for a period of ten (10) years after termination thereof.

1.1 Receiving Party agrees not to directly or indirectly circumvent, avoid or bypass each other regarding any company, potential sales customer, renewals, corporation, partnerships, proprietorships, trusts, or other entities introduced by either party, or a proper or potential client for the business being disclosed.

1.2 Receiving party agrees to not circumvent any existing business arrangement and not pre-empt, interfere with, or improperly diminish any existing or prospective advantage of any other party signatory hereto (nor to allow or enable such circumvention or interference to occur by any third party).This includes without limitation promises not to negotiate, interfere with, circumvent, compete against, or complete business transactions, directly or indirectly  with or as to any Disclosing Party’s related clients, principals, employees, contractors, agents, clients, affiliates, customers, prospects under contract or in negotiation, or any other associated party, except as permitted in writing by the Disclosing Party that would otherwise be adversely affected by such circumvention or interference.

2. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio and the County of Montgomery thereof without the regard to the conflict of law provisions thereof. The state or federal courts of the State of Ohio and the County of Montgomery shall be the sole venue for any dispute arising under the terms of this Agreement. THE PARTIES WAIVE THE RIGHT TO A TRAIL BY JURY.

3. Successor and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

4. Severability. The provisions of the Agreement shall be deemed severable from one another, and in the event any section or portion of this Agreement is declared illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the Parties shall take such actions as are needed to make such illegal or unenforceable section or portion legal to the greatest extent possible.

5. Arbitration. Any controversy or claim arising out of this Agreement which is not settled between the parties themselves, shall be settled by arbitration in accordance with the International Chamber of Commerce (ICC) rules and arbitration is the nearest region or ICC non-circumvention and non-disclosure laws and binding for all undersigned parties and their associates, affiliates, employees, agents, holders, principals, heirs, successors, assigns and other third parties.

6. Attorney’s Fees. If any party files any action or brings any proceedings against the other arising from this Agreement, or is made a third party to any action proceeding arising from this Agreement, the prevailing party shall be entitled to recover as an element of their cost to suit and not as damages reasonable attorney’s fees to be fixed by the court, arbitrator, or adjudicative authority. The prevailing party shall be the party entitled to recover their cost to suit or arbitration, whether or not entitled to recover costs.

7. Relationship. The parties hereto shall not be deemed to be Partners or Joint ventures and no Party shall be liable for any other Party’s commitments or liabilities resulting from execution of this Agreement.

8. Force and effect of Document: The Parties hereto agree that a signed telefax or facsimile copy of this Agreement shall have the same force and effect as the original of this document.

9. Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute a single instrument, and may be amended only on a written instrument executed by each Party hereto, and a facsimile or PDF signature shall constitute an original signature for purpose hereof.

10. Notices. All notices, requests, consents, waivers, and other communications required, permitted, or desired to be given hereunder or by law to be served upon or given to a Party by any other Party shall be deemed duly served and given when received after being delivered by, courier, facsimile, or sent by registered or certified mail, return receipt requested, postage prepaid, addressed to the parties as provided.

IN WITNESS WHEREOF, This Agreement has been executed by the Parties hereto as of the date below.