EMPLOYEE CONFIDENTIALITY, NONDISCLOSURE, INTELLECTUAL PROPERTY, NONSOLICITATION, AND NONCOMPETITION AGREEMENT

1.  

ACTIVANT hereby agrees to provide to Employee in connection with his or her employment confidential and proprietary information and materials of ACTIVANT, its affiliates, its customers, its suppliers, its strategic partners and other third parties who have furnished such information and materials to ACTIVANT under obligations of confidentiality. Such confidential and proprietary information (hereinafter, “Confidential Information”), whether or not in written form, includes, without limitation, any and all:

a.  

technical information of ACTIVANT, its affiliates, its customers, its suppliers, its strategic partners or other third parties, such as but not limited to computer programs, software, databases, methods, know-how, formulae, compositions, technological data, technological prototypes, processes, discoveries, machines, inventions, and similar items;

b.  

business information of ACTIVANT, its affiliates, its customers, its suppliers, its strategic partners or other third parties, such as but not limited to compensation data, customer lists, customer preferences, financial information, credit information, pricing information, and similar items;

c.  

information relating to future plans of ACTIVANT, its affiliates, its customers, its suppliers, its strategic partners or other third parties, such as but not limited to marketing strategies, new product research, pending projects and proposals, proprietary production processes, research and development strategies, and similar items;

d.  

information relating to employees and independent contractors of ACTIVANT, its affiliates, its customers, its suppliers, its strategic partners, or other third parties, such as but not limited to salaries, benefits, incentive plans, positions, duties, and similar items; and

e.  

other valuable, confidential information, trade secrets, patent applications, and related filings of ACTIVANT, its affiliates, its customers, its suppliers, its strategic partners, or other third parties which in many instances may not be identified as confidential or proprietary.

2.  

Employee understands and agrees that all Confidential Information is subject to this Agreement whether provided directly to Employee or not, whether provided to the Employee prior to the Effective Date of this Agreement or not, whether Employee is given access to the Confidential Information or not, or whether inadvertently disclosed to Employee or not. Employee agrees that he or she will not disclose to ACTIVANT, or induce ACTIVANT to use, or otherwise bring onto ACTIVANT’s premises, any confidential or proprietary information or material belonging to any previous employer or other person or entity.

3.  

Employee understands and agrees that all Confidential Information, and every portion thereof, however stored, compiled, or collected, and whether in tangible or intangible form, constitutes the valuable intellectual property and intangible assets of ACTIVANT and/or such third parties.

4.  

Employee understands and acknowledges the importance of maintaining the security and confidentiality of the Confidential Information.

5.  

Employee agrees to forever keep the Confidential Information, and all documentation and information relating thereto, strictly confidential. Specifically, Employee agrees that, except as expressly authorized in writing by ACTIVANT or as may be otherwise required by law or court order, Employee will:

a.  

not disclose Confidential Information to any third party;

b.  

not use Confidential Information for the benefit of anyone other than ACTIVANT;

c.  

not copy Confidential Information for any reason;

d.  

not remove Confidential Information from ACTIVANT’s premises;

e.  

return to ACTIVANT Confidential Information in Employee’s possession upon completion of any work for ACTIVANT requiring Employee to have access to such Confidential Information; and

f.  

return to ACTIVANT all Confidential Information upon the earlier of Employee’s separation from employment for whatever reason or at the request of Employee’s supervisor (or authorized ACTIVANT manager) before separation of employment.

6.  

Employee promises not to compete unfairly with ACTIVANT, as proscribed in this Section.

a.  

In consideration of ACTIVANT’s promise to provide Confidential Information to Employee, and so as to enforce Employee’s agreement regarding such Confidential Information contained in Section 5 above, Employee agrees that he or she will not, directly or indirectly, without ACTIVANT’s prior written consent:

(i)  

during employment and for a period of nine(9) months after the date of termination of Employee’s employment for any reason, solicit for consulting services or other services similar to or competitive with those provided or offered by ACTIVANT and its affiliates those customers, suppliers, and strategic partners of ACTIVANT with whom Employee had contact or was otherwise involved during the previous one (1) year period or the one (1) year period immediately preceding the termination of Employee’s employment, whichever is longer;

(ii)  

during employment and for a period of nine (9) months from the date of termination of Employee’s employment for any reason, provide services (including consulting services) which are similar to or competitive with those provided or offered by ACTIVANT and its affiliates to those customers, suppliers, and strategic partners described in paragraph 6(a)(i);

(iii)  

during employment and for a period of nine (9) months from the date of termination of Employee’s employment for any reason, solicit, or encourage any other entity to solicit, for employment any other employee or independent contractor of ACTIVANT or its affiliates;

(iv)  

during employment and for a period of nine (9) months from the date of termination of Employee’s employment for any reason, own or otherwise have a financial interest in (whether, for example, as an owner, partner, officer, director, employee, consultant, lender, or 5% or greater shareholder) any business worldwide engaged or planning to become engaged in the sale or marketing of products and/or services, or programming or systems integration relating thereto, or otherwise competitive with any business conducted by ACTIVANT or its affiliates at any time prior to the termination of Employee’s employment;

(v)  

ever use Confidential Information to solicit any of ACTIVANT’s former, current or prospective customers, suppliers, or str