AGREEMENT dated as of _________________, 2015 by and between [COMPANY NAME], a Delaware limited liability corporation ("Company") and _____________________, an individual residing at _______________________________________ ("Employee").

NOW, THEREFORE, in consideration of Employee's employment or continued employment at Company, and the compensation or other good and valuable consideration to be provided by Company to Employee now and hereafter, Company and Employee agree as follows:

1. Confidential Information.

  1. Company Information. Employee agrees at all times during the period of Employee's employment with the Company (the "Services Period") and thereafter to hold in strict confidence, and not to use or disclose (including, without limitation, and by way of example, via text message, blogging, or communicating in any way via Twitter, Facebook, Instagram or any other social networking website, tool, or device, etc.), except for the benefit of Company, any Confidential Information of Company. Employee understands that "Confidential Information" means any and all information and knowledge regarding the Company which Employee assimilates or to which Employee has access during their employment with the Company including, but not limited, to Company proprietary methods and methodology, technical data, trade secrets, know-how, research and development information, product plans, products, services, customer lists and customers (including, but not limited to, customers of Company with whom Employee becomes acquainted during the Services Period), prospective customers as identified from time to time in the records of Company, customer information and credit card information, books and records of Company, corporate and strategic relationships, suppliers, markets, computer software, computer software development, inventions, processes, formulae, technology, designs, drawings, technical information, source codes, engineering information, hardware configuration information, and matters of a business nature such as information regarding, marketing, costs, pricing, finances, financial models and projections, billings or other similar business information. Employee further understands that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of Employee. Employee further agrees that all Confidential Information shall at all times remain the property of Company.
  2. Former Employer Information. Employee represents and warrants that the execution of this Agreement and performance of Employee's obligations hereunder will not conflict with, result in the breach of any provision of or the termination of, or constitute a default under, any agreement with any other person or entity of which Employee is a party or by which Employee is bound. Furthermore, Employee will not, during the Services Period, improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which Employee has an agreement or duty to keep in confidence and that Employee will not bring onto the premises of Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

2. Intellectual Property.

Employee acknowledges that all notes, artwork, presentations, distribution plans, technical information, workflows, strategies, business plans, discoveries, concepts, ideas, innovations, improvements, developments, methods, designs, analyses, drawings, sketches, writings, photography, reports, software, code, data or copyrightable work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information which are conceived, developed, made, discovered, authored, invented or reduced to practice by Employee (whether alone or jointly with others) within the scope of Employee's employment ("Work Product") belong to the Company.

Any copyrightable work prepared in whole or in part by Employee in the course of Employee's work for any of the foregoing entities shall be deemed a "work made for hire" under United States Copyright Act, and the Company shall own all rights therein. Employee also agrees to promptly make full written disclosure to the Company of any Intellectual Property and to deliver and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company, or its designee, all right, title and interest in and to such Intellectual Property. In the event that any such works are determined not to be a work made for hire for any reason, Employee hereby irrevocably assigns all rights therein to the Company and Employee agrees to execute such additional documents as may be requested by the Company to evidence the Company's ownership of such work. Employee also hereby assigns to the Company and/or waives any and all claims that Employee may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of "droit moral" in connection with such works.

3. Returning Company Property. Employee agrees that, upon termination of the Services Period, Employee will deliver to Company (and will not keep in Employee's possession or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or electronic copies or other reproductions of any of the aforementioned items, containing Confidential Information or otherwise belonging to Company, its successors or assigns.

4. Solicitation of Employees and Independent Contractors. During the Services Period and for a period of one (1) year following the termination of the Services Period for any reason, Employee agrees to refrain from and will not, directly or indirectly, as an independent contractor, employee, consultant, agent, partner, joint venture or otherwise, Solicit or take away, or attempt to Solicit or take away, employees or independent contractors of Company either for Employee's own business or for any other person or entity. "Solicit" shall mean to actively pursue employees or independent contractors of Company for another business concern.

5. Non-Disparagement. Employee shall not, directly or indirectly in any communications with any reporter, author, producer, or any similar person or entity, the press or other media, or any customer, client or supplier of Company, criticize, ridicule, or make any statement that disparages or is detrimental to Company, its affiliates, parent company or clients or any of their respective officers, directors, agents or employees.

6. Policies. Employee agrees that Employee will abide by all of Company's policies as such policies may be changed and updated from time to time.

7. At Will. You understand that your employment with the Company is at will, which means that the Company may terminate your employment at any time, with or without reason, and with or without advance notice, without any further obligation to you, and you may resign your employment at any time, with or without reason, and with or without notice. This "at will" employment relationship may not be changed except in a writing signed by an executive officer of the Company.

8. Equitable Relief. Employee agrees that it would be impossible or inadequate to measure and calculate Company's damages from any breach by Employee of the covenants herein. Accordingly, at the sole discretion of Company, Employee agrees that if Employee breaches any of such covenants, Company will have, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement and of this Section 9 hereof and, if it prevails in such a proceeding, the right to recover from Employee the costs and expenses thereof, including, including reasonable attorney's fees.

9. General Provisions.

  1. Governing Law. This Agreement and the rights and obligations of the parties hereto will for all purposes be governed by and construed and enforced in accordance with the laws of the State of New York without regard to rules of conflicts of law, and any dispute arising out of or related to this Agreement shall be submitted to the state or federal courts located in New York County, New York, whose jurisdiction is hereby consented to by the parties.
  2. Entire Agreement. The Agreement sets forth the entire agreement and understanding between Company and Employee relating to the subject matter hereof and merges all prior discussions with respect hereto. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the parties hereto. Any subsequent change or changes in Employee's duties, salary or compensation will not affect the validity or scope of this Agreement.
  3. Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
  4. Successors and Assigns. This agreement will be binding upon Employee's heirs, executors, administrators and other legal representatives and will be for the benefit of Company, its successors and assigns.
  5. Waiver of Breach. The waiver by Company of a breach of any of the provisions of this Agreement by Employee shall not be construed as a waiver by Company of any subsequent breach by Employee.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first set forth above.