CONFIDENTIALITY AGREEMENT

This contract is to assist in preventing employees from sharing confidential information with competitors.

THIS AGREEMENT (henceforth, this "Agreement") is made on ____________, ____________ by and between THE VAR COMPANY, a(n) ________________ (your state) corporation (henceforth, the "Company"), and employee's name ________________ (henceforth, the "Employee").

In consideration of the premises and promises contained herein, and other good and valuable consideration, including but not limited to the [continued] at will employment of the Employee by the Company, the receipt and adequacy of which is hereby acknowledged, the Company and Employee agree as follows.

1. Confidential Information. In order for the Company reasonably to protect its interests against the competitive use of any of the Company's confidential information, Employee covenants that he or she will not at any time communicate or disclose to any person or use for Employee's account any information, observations, data, written materials, records and documents or other information concerning the business or affairs of the Company [or its licensees] or the business or affairs of any supplier or customer of the Company (including without limitation, customer lists or mailing lists) or processes, equipment or products of the Company or its licensees (all of the foregoing are hereinafter referred to as "Confidential Information"). It is understood, however, that the obligations of this Paragraph 1 shall not apply in the event and to the extent that Confidential Information is in the public domain other than as a result of Employee's act or omission. Employee acknowledges that the Confidential Information is the sole property of the Company, even if Employee helped acquire or develop that Confidential Information. Employee acknowledges that all confidential information, including any originals and copies, whether in hardcopy or electronic form, shall at all times remain the property of the Company and shall not be copied, published or distributed.

2. Duty to Support. Commencing on the date hereof and continuing for a period which terminates two years after termination of the employment relationship, Employee agrees not to take any action, or make any statement, which could reasonably be expected to harm or be contrary to the best business interests of the Company, its licensees, or any of their respective directors, officers and employees. Specifically, and without limiting the foregoing, Employee agrees not to make any statements which would question the quality, capability or integrity of the Company, its licensees, their directors, officers or employees or bring the Company, or their directors, officers or employees into disrepute in the business community.

3. Assignment of Inventions. Employee shall promptly disclose to the Company all inventions, ideas (including new product development work), devices and processes made or conceived by Employee during the period of Employee's employment by the Company, which are relevant or pertinent in any way, whether directly or indirectly, to the Company's business or resulting from or suggested by any work that Employee may have done for the Company or at the request of the Company and shall do all such acts and execute, acknowledge, and deliver all such instruments as may be necessary or desirable in the opinion of the Company to vest in the Company the entire interest in such inventions, ideas, devices, and processes referred to above. All inventions, ideas, devices and processes so made during the period commencing with the date hereof and terminating one year after termination of the employment relationship shall be presumed to have been conceived during Employee's employment by the Company unless Employee can prove conclusively that such inventions, ideas, devices and processes were conceived after the termination of Employee's employment by the Company. [Illinois Employee Patent Act notification]: The foregoing to the contrary notwithstanding, Employee shall not be required to assign or offer to assign to the Company any invention for which no equipment, supplies, facility, or trade secret information of the Company or its licensees was used and which was developed entirely on Employee's own time, unless (i) the invention related to (A) the business of the Company, or (B) the Company's actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Employee for the Company. Employee has received written notice of the foregoing, as evidenced by his delivery to the company of an executed notice in the form of Attachment A hereto.

If Employee develops any inventions, ideas, new product development work, devices or processes which otherwise would be assigned to the Company under this paragraph, and Employee presents such inventions, ideas, new product development work, devices or processes to the Company, and the Company thereafter indicates, in its sole discretion, in writing to the Employee that the Company does not wish to retain its ownership rights in such inventions, ideas, new product development work, devices or processes, then the Employee shall be deemed to be the owner of such inventions, ideas, new product development work, devices or processes and, commencing one year after termination of the employment relationship, may freely market, sell or utilize such inventions, ideas, new product development work, devices or processes, and no such use shall be deemed a violation of this paragraph 3.

4. Remedies; Setoff. Employee hereby agrees that the scope and time period of the foregoing covenants are reasonable and necessary to protect the Company's investment in its business. Employee hereby agrees that in the event he or she violates any of the provisions of this Agreement, the Company will be entitled, if it so elects, (a) to institute and prosecute proceedings at law or in equity to obtain damages with respect to such violation or to enjoin Employee from engaging in any activity in violation hereof, and (b) to recover all of its reasonable expenses, including attorneys' fees, incurred in addressing such violation.

5. Employee At Will. The Employee acknowledges that he or she was prior to execution of this Agreement, an employee at the will of the Company, and that nothing contained herein is intended to modify such status.

THE VAR COMPANY

By: _____________________________
Title:___________________________

[EMPLOYEE]

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