General Noncompete Agreement

1. Introduction

This agreement («Agreement») is made and entered into as of between Jeffrey Jones («Employee») and Weatherman Time, Inc, an Ohio corporation («Company»).

2. Purpose

Company is in the business of [Company's Business].

Company would like to employ Employee as its vice president. Employee's duties will include, but will not be limited to, [Employee's duties]. In exchange for Company employing Employee and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Employee agree as follows:

3. Acknowledgment of Al Will Employment

Employee acknowledges that his or her employment with Company is at will and that Company may terminate Employee at any time for any reason.

4. Nondisclosure of Confidential Information

A.

Company may need to disclose to Employee or give Employee access to Confidential Information so that Employee may properly fulfill his or her duties to Company. «Confidential Information» means Company's trade secrets; technology: equipment research, design and development; product formulas, pricing information, research, design and development; engineering or manufacturing processes or methods; licensing arrangements; any copyrights, patents, trademarks or service marks: computer hardware and software: and [Specific confidential information]. The Confidential Information may be written (the «Written Information»), such as computer source code, programs, hardware and software, tapes, disks, documents, drawings, data or product specifications, or unwritten (the «Unwritten Information») such as unwritten knowledge, ideas, processes, practices or know-how. Confidential Information does not include information that is in the public domain, information that is generally known in Company's industry or information that Employee acquired completely independently of his or her services for Company.

B.

While Employee is employed by Company and afterward. Employee shall not use or disclose to any other person or entity any Confidential Information, Written Information or Unwritten Information or any copy or summary of any Confidential Information, Written Information or Unwritten Information unless Employee is required to do so to perform Employee's duties to Company or as required by law.

C.

While Employee is employed by Company or afterward. Employee shall not remove or copy any Confidential Information or Written Information or participate in any way in the removal or copying of any Confidential Information or Written Information without Company's written consent. Employee shall immediately return to Company all Confidential Information and Written Information when Employee's employment with the Company terminates, or any time Company requires such Confidential Information or Written Information to be returned.

D.

Employee will not to disclose to Company or misuse any third party's trade secrets, including any trade secret information of Employee's former employer, Hanna Westcott. Employee represents and warrants that the execution of this Agreement by Employee will not violate or conflict with the terms of any other agreement to which Employee is a party.

5. Noncompetition

Employee agrees that in order to protect the Confidential Information described above, while Employee is employed by Company, and for a period of six (6) months thereafter (collectively, the «Term»), Employee shall not:

(a)	plan for, acquire any financial interest in or perform services for (as an employee, consultant, officer, director, independent contractor, principal, agent or otherwise) any business that would require Employee to use or disclose any Confidential Information: or

(b)

perform services (as an employee, consultant, officer, director, independent contractor, principal, agent or otherwise) that are similar to Employee's current duties or responsibilities for any person or entity that, during the Term, engages in any business activity in which Company is then engaged or proposes to be engaged and that conducts its business in the Territory. «Territory» means any geographic area in which Company conducts its business during Term.

6. Nonsolicitation

While Employee is employed by Company, and for a period of Length of one (1) year thereafter, Employee shall not:

(a)	employ, attempt to employ or solicit for employment by any other person or entity, any Company employees:

(b)	encourage any consultant, independent contractor or any other person or entity to end their relationship or stop doing business with Company, or help any person or entity do so or attempt to do so;

(c)	solicit or attempt to solicit or obtain business or trade from any of Company's current or prospective customers or clients or help any person or entity do so or attempt to do so: or

(d)	obtain or attempt to obtain any Confidential Information for any purpose whatsoever except as required by Company to enable Employee to perform his or her job duties.

7. Right to an Injunction

Employee acknowledges that his or her services to Company are special and unique and that, while performing these services. Employee will have access to and Company may disclose to Employee the Confidential Information described above. Employee also acknowledges that his or her position in Company will place him or her in a position of confidence and trust with employees, clients and customers of Company.

If Employee breaches or threatens to breach any of the provisions of Sections 4.. 5. or 6. of this Agreement, Company will sustain irreparable harm. Company shall be entitled to an injunction to stop any breach or threatened breach of this Agreement, including the provisions of Sections 4.. 5. or 6.. Employee acknowledges that monetary damages would not adequately compensate Company for any breach or threatened breach of these sections and agrees that if Company seeks injunctive relief to put an immediate halt to the offending conduct. Employee shall not claim that monetary damages would not be an adequate remedy.

8. Reasonable Restrictions; Survivability

Employee acknowledges that the restrictions in Sections 4.. 5. or 6. of the Agreement are reasonable and necessary for the protection of Company, its business and its Confidential Information. This Agreement shall survive the termination, for any reason, of Employee's employment with Company.

9. Severability

If a court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and shall not make any other provision of this Agreement invalid or unenforceable. Instead, the court shall modify, amend or limit the provision to the extent necessary to render it valid and enforceable.

10. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

11. Entire Agreement

This is the entire agreement between the parties. It supersedes and replaces any and all prior oral or written agreements between Company and Employee that relate to the matters covered by this Agreement.

12. Assignment; Binding Effect

This Agreement binds Company's successors and assigns, and Company may assign this Agreement to any party at any time, in its sole discretion, without Employee's consent. This Agreement binds Employee's heirs, successors and assignees. Employee shall not assign any of Employee's rights or obligations under this Agreement without Company's prior written consent.

13. Waiver

If Company waives any term or provision of this Agreement, that waiver shall only be effective in the specific instance and for the specific purpose for which Company gave the waiver. If Company fails to exercise or delays exercising any of its rights or remedies under this Agreement. Company retains the right to enforce that term or provision at a later time.

14. Amendment

This Agreement may only be modified, changed or amended in writing, and such writing must be signed by both parties.

15. Counterparts

The parties may execute this Agreement in counterparts, each of which shall be considered an original, and all of which shall constitute the same document.