I. Selected Definitions:

A. “User” means any entity that directly or indirectly uses, has the opportunity to use any product offered or as contemplated to be offered by Company.

B. “Affiliate” means any entity that directly or indirectly through one or more intermediaries’ controls, is controlled by, or is under common control with either the Company presently or at any time in the future.

C. “Company” means Deposit Dox, LLC, and its successors and assigns.

D. “Compete” means engaging in the same or any similar business as the Company, as conducted from time to time or as contemplated to be conducted from time to time in any manner whatsoever, such business currently consisting of being a provider of document management solutions (the "Business").

E. “Confidential Business Information” means all programs, documents, lists, files, records, data and other information, items and matters developed, used or acquired by the Company (including all information developed and acquired by User), as it may exist from time to time, including: (i) all information, items and other matters of the Company that now constitute or may in the future constitute “trade secrets” under Florida Statutes 688.002(4) or 812.081 as in effect on the date hereof or as defined under any other current or future applicable law; (ii) all technology, internal instruction manuals, technical specifications and other and similar items of the Company; (iii) all “Copyrights” and “Inventions” (as such terms are defined herein) of the Company; (iv) all electronic data processing, word processing, and/or computer programs, runs and other electronic programs, products and records generated by the Company; (v) all information acquired by the Company relating to prospective and current business transactions and arrangements; (vi) all market analyses and/or demographic information or studies on the current and/or potential markets of interest to the Company; (vii) all documents describing procedures or methods employed by the Company in soliciting, procuring and handling business, including shipping and billing procedures; (viii) all personnel files of the Company; (ix) all general correspondence concerning the Company; (x) all documents concerning or referring to the financial aspects of the Company; (xi) all business agreements and understandings between or among the Company and any other Person; (xii) all documents provided to the Company in confidence by third parties; (xiii) all legal documents and correspondence concerning the Company; (xiv) all opinions, decisions, rulings and audits of governmental agencies relating to the Company; (xv) all customer and client lists of the Company; (xvi) all files concerning customers and clients of the Company and the contents of such files; (xvii) all office production and experimental records and other data records of the Company; and (xviii) all other information deemed to be “Confidential” by the Company from time to time. “Confidential Business Information” does not include any of the foregoing that: (A) is or becomes publicly available other than as a result of acts by User in violation of this Agreement or (B) is required to be disclosed as a result of service of legal process.

F. “Conflicting Organization” means any Person that Competes in any manner with the Company one (1) year after the first anniversary of the last time User has logged into the Company systems.

G. “Copyright” means any claim to copyright protection in works of authorship or otherwise that describe any computational methods, apparatus, software, algorithms or programs, whether they are in machine-readable form, in English or any programming language. The meaning of such term shall not be limited to items that have fulfilled the requirement of any notice requirements under applicable law, but shall include all items in their published or unpublished form under the Copyright Statutes of the United States, The Universal Copyright Convention, The Berne Convention and/or any other convention to which the United States is a party.

H. “Customer” means any and all Persons to whom the Company has sold, shall sell, or shall contact regarding the sale of any product or service.

I. “Invention” means any designs, computer programs (as defined in 17 U.S.C. 101), or configurations of any kind, discovered, conceived, developed, written or produced, or any modifications or any improvements to same, and shall not be limited to any definition of “invention” contained in any United States patent law or other applicable law.

J. “Person” means an individual, partnership, corporation, association, joint stock company, limited liability company, a trust, joint venture, an unincorporated organization, or a governmental entity (or any department, agency or political subdivision thereof).

II. Covenants Against Competition:

A. The User agrees that, as between him, and the Company, the Confidential Business Information and all other confidential proprietary work of the Company are proprietary, important, material, and confidential properties of the Company and that their disclosure of the Confidential Business Information and all other confidential proprietary work to the Company’s competitors would adversely affect the Company’s goodwill and ability to operate profitably. Accordingly, User agrees that, during his use of Company software and for a period ending two (2) years from the User's last day of login for any reason, he will not, individually or on behalf of another, solicit or attempt to become the recipient of the custom or patronage of any Person that has been a Customer of the Company, or on behalf of a Conflicting Organization.

B. User acknowledges and agrees that the Company has invested and will continue to invest a substantial amount of time and money in developing its employees. Thus, User agrees that during his employment and for a period ending two (2) years from User’s last day of employment by the Company for any reason, User will not solicit, directly or indirectly, any of the Company’s employees to leave their employment, whether for himself or on behalf of a Conflicting Organization.

C. The Company and User agree that it may be difficult or not feasible to establish whether a former employee of the Company was working within the geographical areas served by the Company, was using the Company’s Confidential Business Information or was soliciting the Company’s Customers. Accordingly, for the protection of the Company’s interests, User agrees that, during his employment and for a period ending two (2) years from User’s last day of employment by the Company for any reason, he will not engage in any of the following acts, directly or indirectly, within the “Restricted Territory,” for himself or on behalf of a Conflicting Organization:

1. be employed by, join as a partner or member with, hire out as an independent contractor for, or associate in a business relationship with a Conflicting Organization or Person managing, employing, or contracting with a Conflicting Organization;

2. engage in a consulting practice with a Conflicting Organization;

3. acquire or maintain any financial interest in any Conflicting Organization unless specifically approved by Board; or

4. seek or accept employment, partnership, membership, or association with any Conflicting Organization or acquire a greater than five percent (5%) shareholder or equity interest in any Conflicting Organization unless specifically approved by Board.

D. “Restricted Territory” as used in this Agreement shall mean the geographic area that the Company currently or during User’s employment with the Company conducts business or solicits Customers.

E. Nothing herein contained shall be deemed to prevent or limit User’s right to invest any of the User’s surplus funds in 5% or less of the stock or other securities of any Conflicting Organization whose stock or securities are publicly-owned or are regularly traded on a public exchange or to prevent him from investing his funds in real estate or other investments that do not involve a Conflicting Organization.

F. The restrictive covenant in subparagraph shall be construed as an agreement and as an independent covenant;

G. The Company and User agree that, if any portion of this paragraph is held to be unreasonable, arbitrary, or against public policy by any court or tribunal, or if the applicable law on which such covenant is founded is changed in any manner as to limit the enforceability of this paragraph, the paragraph shall be enforced against User for a shorter period of time or in a smaller geographic area or otherwise as is determined by the tribunal to be reasonable, non-arbitrary, and not against public policy.

H. User consents to the entering of an injunction to enforce this paragraph. If the Company shall make application to a court of competent jurisdiction for injunctive relief to enforce this paragraph, then and in that event the two (2) year period of time for the application of the restrictive covenant shall be tolled for a period commencing with User’s acts that create the claim for injunctive relief and terminating with the date of final adjudication of the petition for injunctive relief, if granted.

III. Agreements, Etc: User acknowledges and agrees that Confidential Business Information is confidential and a valuable, special and unique asset of the Company’s business that gives the Company advantage over its actual and potential, current and future competitors, and User further admits, represents and agrees that: (a) the Company implemented reasonable practices and measures to preserve and to protect the confidentiality of all Confidential Business Information; (b) notwithstanding the measures taken to protect the confidentiality of all Confidential Business Information, due to the tasks User shall perform, the pervasiveness of Confidential Business Information within the Company and other factors, User has or shall have access to, become exposed to and learn Confidential Business Information; (c) User has been instructed about, and knows and understands the value and importance to the Company of Confidential Business Information; (d) User owes the Company a duty to preserve and protect all Confidential Business Information from all unauthorized disclosure or unauthorized use; (e) Confidential Business Information may constitute “trade secrets” under Sections 688.002(4) and 812.081, Florida Statutes; (f) unauthorized disclosure or unauthorized use of such Confidential Business Information would irreparably injure the Company; (g) Sections 812.081 and 815.04, Florida Statutes, may specifically prohibit, or make a criminal offense, unauthorized use or disclosure of Confidential Business Information by User and/or by any Person acting in concert with User; and (h) User has no continuing obligation with respect to any confidentiality of or assignment of any Inventions, Copyrights, confidential information or trade secrets belonging to any third person, other than those contained in the Company’s agreements with its customers.

IV. Prohibited Acts: User understands and agrees that, other than in the ordinary course of business, all Confidential Business Information is to be preserved and protected, is not to be disclosed or made available, directly or indirectly, to any third Persons, whether by private communication or by public address or publication, without prior written authorization of Board or Shareholders (or other authorized Officer) of the Company, and is not to be used, directly or indirectly, for any purpose unrelated to the business objectives of the Company without prior written authorization of the Board or Shareholders (or other authorized Officer) of the Company. Specifically, and without modifying or limiting this Agreement, User understands and agrees that, except in the ordinary course of conducting business for the Company, no Confidential Business Information, nor any part of it, either in original form or in duplicated or copied form, is to be (i) removed at any time from the premises of the Company, or (ii) disclosed or made available, verbally, by electronic transmission, or by any other form or manner of communication, to any Person for any reason or purpose whatsoever, without prior written authorization of the Company.

V. Disclosure of Confidential Business Information and Assistance: User shall, within a reasonable period, communicate in writing to the Company’s Shareholders a full and complete disclosure of each and every item of Confidential Business Information conceived or made by User, whether solely or jointly with others, during the term hereof that will have a material effect on the Company’s revenues, customers, competitors or business plan, whether or not while actually engaged in the Company’s affairs. Any property of the Company or any property situated on any premises of the Company, or any of their Affiliates, including disk and other storage media, filing cabinets or other work areas, is subject to inspection by personnel of the Company at any time, upon reasonable notice.

VI. Proprietary Interest: User understands and agrees that all Confidential Business Information is and shall remain, at all times, the sole property of the Company, and its Affiliates, as the case may be; that User obtains no proprietary interest in any Confidential Business Information developed or acquired in the course of User’s employment with the Company; and that it shall be no defense to an action brought to enforce this Agreement that User developed or acquired, in whole or in part, the Confidential Business Information disclosed or used without authorization.

VII. Remedies: If an action should have to be brought by the Company against User to enforce the provisions of this Agreement, User recognizes, acknowledges and agrees that the Company shall be entitled to all of the civil remedies provided by Sections 542.335 and 688.001 et seq., Florida Statutes, as well as: (a) preliminary and permanent injunctive relief restraining User from any breach of this Agreement, including unauthorized disclosure or use of any Confidential Business Information, in whole or in part, and from rendering any service to any Person to whom or to which such Confidential Business Information, in whole or in part, has been disclosed or is threatened to be disclosed; (b) actual damages; (c) attorneys’ fees in the trial and appellate courts; and (d) costs and expenses of investigation and litigation, including expert witness fees and costs, deposition costs (appearance fees and transcript charges), injunction bond premiums, travel and lodging expenses and other reasonable costs and expenses, in all events incurred in the successful enforcement of the applicable provisions of this Agreement. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other legal or equitable remedies available to it for breach or threatened breach of the provisions of this Agreement, and the existence of any claim or cause of action of User against the Company, other than claims for non-payment of amounts owed to User hereunder, shall not constitute a defense to the enforcement by the Company of any of the provisions of this Agreement.

VIII. Protected Whether Information of the Company, or Affiliate: User recognizes, acknowledges and agrees that the confidentiality provisions of this Agreement are specifically and expressly intended to protect, and do specifically and expressly protect, all Confidential Business Information of the Company, and their Affiliates, whether in the possession, custody or control of the Company, or any Affiliate.

IX. Mediation: Except to the extent the Company has the right to seek an injunction or take action under Section 13 hereof or except as provided in Section 5.1 and 5.5(d), in the event a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties hereby agree first to attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Employment Mediation Rules before resorting to litigation or some other dispute resolution procedure.

X. Assignment: Neither party shall have the right to assign or delegate his rights or obligations hereunder, or any portion thereof, to any other person.

XI. Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida.

XII. Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between the User and the Company (or any of its Affiliates) with respect to such subject matter. This Agreement may not be modified in any way unless by a written instrument signed by both the Company and the User.

XIII. Notices: All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested, sent by confirmed facsimile transmission or via electronic mail addressed as set forth herein. Notices personally delivered, sent by facsimile, by electronic mail or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt (or refusal of receipt) by the addressee, as evidenced by the return receipt thereof. Notice, unless later changed by a party by the giving of Notice, shall be sent (i) if to the Company, addressed to 9807 Emerald Links Drive, Tampa, FL 33626, and (ii) if to the User, to his electronic address.

XIV. Benefits; Binding Effect: This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and, where permitted and applicable, assigns, including, without limitation, any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.

XV. Severability: The invalidity of any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, provisions or provisions, section or sections or article or articles had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity.

XVI. Waivers: The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.

XVII. Damages: Nothing contained herein shall be construed to prevent the Company or the User from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement. In the event that either party hereto brings suit for the collection of any damages resulting from, or the injunction of any action constituting, a breach of any of the terms or provisions of this Agreement, then the party found to be at fault shall pay all reasonable court costs and attorneys' fees of the other.

XVIII. Section Headings: The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

XIX. No Third Party Beneficiary: Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the Company, the parties hereto and their respective heirs, personal representatives, legal representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

XX. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and agreement.