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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 t
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