Nondisclosure Agreement - Nondisclosure Contract

THIS AGREEMENT between Cohesant Technologies Inc. (together with its subsidiaries, including, but not limited to Cohesant Technologies Inc (together with its subsidiaries, the "Company") and the undersigned Associate.

In consideration of Associate’s employment with the Company and the potential severance payment described herein, Associate covenants and agrees as follows:

I.

Non-Disclosure — Associate covenants and agrees that during Associate’s employment and after termination of employment that:

A.

Without prior written consent of Company, Associate shall not at any time, directly or indirectly, use for Associate’s own benefit or purposes or for the benefit or purposes of any other person, firm, partnership, association, corporation or business organization, or disclose to any person, firm partnership, association, corporation or business organization, any trade secrets, information, data, know-how or knowledge (including, but not limited to, trade secrets, information, data, know-how or knowledge relating to customers, prospects, products, suppliers, sources of supply, business methods and techniques, market development programs, revenues, costs, management practices, contracts, documents, designs, processes, plans or employees) belonging to, or relating to the affairs of the Company ("Confidential Information"), except where required in good faith to transact the business of the Company. Confidential Information of the Company shall not be deemed to include information of the Company that:

(i)

at the time of disclosure, is properly in the public domain or thereafter properly becomes part of the public domain by publication or otherwise through no fault or act of the Associate;

(ii)

the Associate can conclusively establish was properly in his or her possession prior to the time of the disclosure to the Associate of the Confidential Information;

(iii)

the Associate independently developed without the use of any Confidential Information received from the Company; or

(iv)

is required to be disclosed by legal process, provided that Associate shall first have given timely written notice to the Company so that the Company may seek to obtain an appropriate protective order.

B.

Associate shall return to the Company, at its request, and in any event within three (3) days after termination of Associate’s services, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of Company and any and all copies thereof, including, but not limited to, all Company manuals promotional and instructional materials, and similar aids and equipment, all correspondence, customer lists, files, plans, contracts, memoranda and reports as well as all of Company’s equipment and other property in Associate’s hands or under Associate’s control at the time of the termination of Associate’s employment.

C.

Subject to exceptions set forth in Section 1(A) above, Associate shall keep in strict confidence all trade information, product data, management practices, business and pricing methods and techniques, customer and

prospect lists, trade secrets and other confidential information concerning Company’s business and its methods of doing business.

II.

Non-Competition

A.

Associate acknowledges that Associate has been and will be dealing with confidential information, trade secrets and business methods which are the Company’s property. Associate further acknowledges that the training, materials, customer lists and other confidential information and trade secrets, all provided to Associate by Company, are of value to the Company and that is reasonable and necessary for the protection of Company that the Associate not compete with Company within the area and for the duration hereinafter set forth. Accordingly, Associate covenants and agrees that Associate shall not during the term hereof and for a period of one (1) year following the termination of Associate’s employment with Company for any reason (the "Restricted Period"), directly or indirectly (which means acting alone, as a sole proprietor; as a partner, employee or agent of a partnership; as an officer, director, employee or shareholder or agent of any other corporation; or as a trustee, fiduciary, consultant, independent contractor, agent or other representative), engage in any or all of the following activities:

1.

Enter into or engage in the Business within the United States, Canada or Mexico; or

2.

Promote the business of any person, firm, association, or corporation engaged in a business which competes with the Business of the Company; or

3.

Solicit, divert or take away or attempt to solicit, divert or take away, any of the Company’s customers; or

4.

Cause or attempt to cause any of Company’s customers to cease from transacting business with the Company; or

5.

Knowingly employ or engage or attempt to employ or engage in any capacity any person employed by the Company or a Company’s sales representative, independent contractor or agent at the time of Associate’s termination of employment.

The provisions of Clauses 3 or 4 above shall not apply to the solicitation of Company’s customers on behalf of a business entity that is not engaged in the Business.