1 - Definitions

1. Proprietary Information

   As used in this Employee Agreement Regarding Inventions, Confidentiality and Non-Solicitation (this “Agreement”), “Proprietary Information” means information that the Company possesses or to which the Company has rights that maintains commercial value. Proprietary information includes, by way of example and without limitation, business methods, trade secrets, product ideas, designs, configurations, processes, techniques, formulae, source codes and/or object codes, software, mechanical designs, improvements, inventions, data, know-how, copyrightable and patentable materials, marketing plans and strategies, business records and plans, sales and financial reports and forecasts, pricing information, margins, customer lists, passwords, and records. Proprietary information includes information developed by me in the course of my employment by the Company or otherwise relating to Company-related inventions and developments (as defined below) as well as other information to which I may have access to or otherwise learn in connection with my employment.

2. Inventions and Developments

   As used in this Agreement, “Inventions and Developments” means any and all inventions, developments, creative works, and useful ideas of any description whatsoever, whether or not patentable or copyrightable. Inventions and developments include, by way of example and without limitation, discoveries and improvements that consist of or relate to any form of Proprietary Information.

3. Company-Related Inventions and Developments

   For purposes of this Agreement, “Company- Related Inventions and Developments” means all inventions and developments that either (i) relate at the time of conception or development to the actual or demonstrably anticipated business of the Company or to its actual or demonstrably anticipated research and development, (ii) result from or relate to any work performed by any employee or other third person for the Company, whether or not performed during normal business hours, (iii) are developed on Company time, or (iv) are developed through the use of the Company's Proprietary Information, equipment and software, or other facilities or resources.

2 - Confidentiality

I understand and agree that my employment creates a relationship of confidence and trust between myself and the Company with respect to (i) all Proprietary Information, and (ii) the confidential information of others with which the Company has a business relationship and which has been entrusted to the Company under an express or implied obligation of confidentiality. The information referred to in clauses (i) and (ii) of the preceding sentence is hereinafter referred to in this Agreement, collectively, as “Confidential Information". At all times, both during my employment with the Company and after its termination, regardless of the reason for such termination, I will keep in confidence and trust all such Confidential Information, and will not use for the benefit of myself or others or disclose any such Confidential Information without the written consent of the Company, except as may be necessary in the ordinary course of performing my duties to the Company. The restrictions set forth in this section will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by me, but this exception will not affect the application of any other provision of this agreement to such information in accordance with the terms of such provision. If I am requested or required by applicable law or regulation or by legal process to disclose any Confidential Information, I will provide the Company with prompt notice of such request prior to any such disclosure to enable the Company to seek an appropriate protective order.

3 - Documents, Records, etc.

All documents, plans, drawings, records, apparatus, equipment, and other physical property, whether or not pertaining to Confidential Information, which are furnished to me by the Company or are produced by me in connection with my employment, will be and remain the sole property of the Company. I will return to the Company all such materials and property as and when requested by the Company. In any event, I will return all such materials and property immediately upon termination of my employment for any reason. I will not take with me any such material or property or any copies thereof upon such termination. Furthermore, in connection with any termination of my employment, I will not reformat any drives or otherwise delete or send offsite any Confidential Information on any Company equipment in my possession or use without the Company's express permission.

4 - Ownership of Inventions and Developments

I agree that all Company-related inventions and developments that I conceive or develop, in whole or in part, either alone or jointly with others, during the term of my employment with the Company, will be the sole property of the Company. The Company will be the sole owner of all patents, copyrights, and other proprietary rights in and with respect to such Company-related inventions and developments. To the fullest extent permitted by law, such Company-related inventions and developments will be deemed works made for hire. If not properly deemed works for hire, I hereby transfer and assign to the Company any proprietary rights that I may have or acquire at any time in any such Company-related inventions and developments, and I waive any moral rights or other special rights that I may have or accrue therein. I agree to execute any documents and take any actions that may be required to effect and confirm such transfer and assignment and waiver. The provisions of this section will apply to all Company-related inventions and developments that are conceived or developed during the term of my employment with the Company, whether before or after the date of this Agreement, and whether or not further development or reduction to practice may take place after termination of my employment, for which purpose it will be presumed that any Company-related inventions and developments conceived by me that are reduced to practice within one year after termination of my employment were conceived during the term of my employment with the Company, unless I am able to establish a later conception date by clear and convincing evidence. The provisions of this section will not apply, however, to any inventions and developments that are disclosed in Definition A attached hereto representing inventions and developments made by me prior to my employment by the Company.

5 - Disclosure of Inventions and Developments

I agree promptly to disclose to the Company, or any persons designated by it, all Company-related inventions and developments that are or may be subject to the provisions of Section 4. All sketches, drawings, notes, and other supporting records, in whatever form, shall be made available to the Company and shall constitute the sole property of the Company.

6 - Obtaining and Enforcing Proprietary Rights

I agree to assist the Company, at the Company's request from time to time and at the Company's expense, to obtain and enforce patents, copyrights, or other proprietary rights with respect to Company-related inventions and developments in any and all countries. I will execute all documents reasonably necessary or appropriate for this purpose. This obligation will survive the termination of my employment, provided that the Company will compensate me at a reasonable rate after such termination for time actually spent by me at the Company's request on such assistance. In the event that the Company is unable for any reason whatsoever to secure my signature to any document reasonably necessary or appropriate for any of the foregoing purposes (including renewals, extensions, continuations, divisions, or continuations in part), I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to act for me and on my behalf, but only for the purpose of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by me.

7 - Non-Solicitation

During the term of my employment with the Company, and for a period of one (1) year thereafter, I will not (i) directly or indirectly employ or attempt to employ any employees of the Company, including former employees whose employment terminated during the six (6) month period prior to my termination, or solicit or encourage, or cause others to solicit or encourage, any employees of the Company to terminate their employment with the Company, (ii) accept any paid or unpaid position with a customer of the Company, including without limitation, as an employee, advisor, or consultant, or (iii) attempt in any manner to solicit business for or on behalf of myself or any competitive business from any customer of the Company (except on behalf of the Company), or seek to persuade or take any other action that reasonably may influence any customer or partner of the Company to cease to do business or to reduce the amount of business that any such customer or partner has customarily done or contemplates doing with the Company, whether or not the relationship between the Company and such customer or partner was originally established in whole or in part through my efforts. For purposes of this agreement, the term “customer” shall mean customers of the Company at the time of termination of my employment with the Company, customers for whom the Company did work during the twelve (12) months prior to termination of my employment, and prospects who the Company has actively solicited during the twelve (12) months prior to termination of my employment. For purposes of this Agreement, the term “Competitive Business” means a business conducted anywhere in the world that engages in the performance of IT consulting and support services that are competitive with or substantially similar to the services offered by the Company, or services that the Company has under active development or that are the subject of active planning at the time of the termination of my employment with the Company.

8 - Acknowledgement

I acknowledge that the restrictions imposed on me by Section 7 above are imposed solely to protect the Company's confidential information and associated goodwill and that such restrictions are reasonable and appropriate in all respects and do not preclude me from procuring subsequent employment should my employment be terminated. I agree that should I breach any of such restrictions, the duration shall be tolled for the entire period of such breach and resumed upon subsequent compliance.

9 - Third-Party Agreement and Rights

I hereby confirm that I am not bound by the terms of any agreement with any previous employer or other party that restricts in any way my use or disclosure of information or my engagement in any business. I represent to the Company that my execution of this Agreement, my employment with the Company and the performance of my proposed duties for the Company will not violate any obligations I may have to any such previous employer or other party. In my work for the Company, I will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and I will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

10 - No Contract of Employment

Nothing in this Agreement shall be construed as a contract of employment between the Company and me, or as a commitment or obligation on the part of the Company to retain me in any capacity for any period of time. I acknowledge that my employment with the Company is at-will and therefore may be terminated by the Company or me at any time and for any reason.

11 - Injunction

I agree that it would be difficult to measure any damages caused to the Company that might result from any breach by me of the promises set forth in this Agreement, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, I agree that if I breach, or propose to breach, any portion of this agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.

12 - Binding Effect

This Agreement will be binding upon me and my heirs, executors, administrators and legal representatives and will inure to the benefit of the Company and its respective successors and assigns.

13 - Enforceability

If any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this agreement shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of excessive scope as to geographic, temporal, or functional coverage, such provision will be deemed to extend only over the maximum geographic, temporal, and functional scope as to which it may be enforceable.

14 - Prevailing Party

In the event of a dispute under this agreement, the prevailing party shall be entitled to recover all expenses including, without limitation, court costs and reasonable attorneys' fees.

15 - Survival

I understand that my obligations under this agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation, or benefits or other terms and conditions of employment. I further understand that my obligations under this agreement will continue following the termination of my employment, regardless of the manner of such termination to the extent set forth herein.

16 - Entire Agreement Waiver

This Agreement constitutes the entire agreement between the Company and me with respect to the subject matter hereof, and supersedes all prior representations and agreements with respect to such subject matter. This Agreement may not be amended, modified, or waived except by a written instrument duly executed by the person against whom enforcement of such amendment, modification, or waiver is sought. The failure of any party to require the performance of any term or obligation of this agreement, or the waiver by any party of any breach of this agreement, in any particular case will not prevent any subsequent enforcement of such term or obligation or to be deemed a waiver of any separate or subsequent breach.

17 - Notices

Any notices, requests, demands, and other communications provided for by this agreement will be sufficient if in writing and delivered in person or sent by registered or certified mail, postage pre-paid, to me at the last address which I have filed in writing with the Company or, in the case of any notice to the Company, at its main offices, to the attention of its president.

18 - Governing Law

This agreement shall be construed under and be governed in all respects by the laws of the Commonwealth of Massachusetts without regard to conflicts of law principles. I hereby consent to the exclusive jurisdiction of the courts situated in the Commonwealth of Massachusetts for resolution of any matter arising under or pertaining to this agreement.