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Non-disclosure, Proprietary Information And Inventions Agreement

NonDisclosure Agreement NDA

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Governing Law: Colorado     Date: 6/28/2010

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Exhibit 10.10






     As an employee of Verecloud Inc., its subsidiaries or its affiliates together, the “Company”, and as a condition of my employment by the Company and in consideration of the compensation now and hereafter paid to me, I agree to the following (the “Agreement”):


     1.   Maintaining Confidential Information


        (a)   Company Confidential Information.   I agree at all times during the term of my employment and thereafter to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation, without the written authorization of the Owner of the Company, any trade secrets, confidential knowledge and information (including knowledge and information that does not necessarily qualify as trade secrets under applicable laws but is treated as confidential information by the Company), or data or other proprietary information of the Company.  By way of illustration and not limitation, this shall include information relating to the Company's customers, products, work processes, know-how, methods, software, developmental work, improvements, discoveries, plans for marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of other employees of the Company.


        (b)   Third-Party Confidential Information.   I recognize that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes.  I agree that I owe the Company and such third parties, both during the term of my employment and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to, except as is consistent with the Company’s agreement with the third party, disclose it to any person, firm or corporation or use it for the benefit of anyone other than the Company or such third party, unless expressly authorized to act otherwise by an officer of the Company.


     2.   Assignment of Inventions and Original Works.


     I agree that I will make prompt written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company all my right, title and interest in and to any ideas, inventions, original works of authorship, developments, improvements or trade secrets which I may solely or jointly conceive to reduce to practice, or cause to be conceived or reduced to practice, during the period of my employment with the Company and thereafter my employment.  This Agreement will not be deemed to require assignment of any invention developed entirely on my open time without using the Company’s equipment, supplies, facilities or trade secrets and neither related to the Company’s actual or anticipated business, research or development, nor resulted from work performed by me for the Company.


     3.   No Conflicts or Solicitation.


     For the period of my employment by the Company and for one (1) year following my termination, I will not interfere with the business of the Company by (i) soliciting, attempting to solicit, inducing, or otherwise causing any employee of the Company to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any other entity engaged in marketing or selling the type of products and services offered by the Company or (ii) directly soliciting the business of any customer or client of the Company, other than on behalf of the Company, for the type of products and services offered by the Company and (iii) solicit employment or gain employment with any of the Company’s clients or prospects.




     4.        Covenant Not to Compete.


        (a)   For the period of my employment by the Company and for one (1) years following my termination, I will not directly or indirectly engage in (whether as an employee, consultant, p

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