Exhibit 10.18
CONFIDENTIALITY AND NON-COMPETE AGREEMENT
The
undersigned, for good and valuable consideration, the sufficiency
of
which is hereby acknowledged, agrees with
Clarion Sensing Systems, Inc.
(formerly Clarion Sensing Systems
Acquisition Corp.) and Electronic Control
Security, Inc. ,and its Affiliates (as that
term is defined in the Asset
Purchase Agreement, dated March 4, 2005,
and their respective successors and
assigns ( collectively the "Company") as
follows:
During the
period of his/her employment or engagement by, placement with
or other relationship with the Company as a
service provider and at all times
thereafter following the termination of
his/her employment, engagement,
placement or other service-providing
relationship, the undersigned agrees that
he shall not use or disclose to any person,
firm, or corporation any
confidential information, trade secrets or
know-how of which the undersigned
becomes informed in the course of
employment or engagement by, placement with or
other service-providing relationship with
the Company, whether or not developed
by the undersigned ("Confidential
Information"). The Confidential Information
shall include, but shall not be limited to,
formulae, manufacturing processes,
pricing policies, customer lists, customer
purchasing requirements, and sales
and services methods and systems of the
Company. Information which is publicly
available is not considered Confidential
Information for purposes of this
Agreement.
Any and
all inventions, discoveries and improvements conceived,
developed
or made by the undersigned during the
course of his/her employment or engagement
by, placement with or other
service-providing relationship with the Company as
part of or in the course of that
employment, engagement, placement or service
relationship (and not as a result of the
undersigned's independent activities
away from the business premises of the
Company) shall be the exclusive property
of the Company and the undersigned agrees
to disclose promptly to the Company
any and all such inventions, discoveries
and improvements. Without additional
compensation therefore, the undersigned
agrees to execute any and all
applications, assignments or other
instruments which the Company shall request
to apply for and obtain Letters Patent of
the United States or any foreign
country therefore, to otherwise protect
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