NON-SOLICITATION & CONFIDENTIALITY AGREEMENT

	In consideration of my continued engagement as an independent contractor sales representative of The Mandatory Poster Agency, Inc. (also known as the “Labor Law Poster Service”), 5989 West Saginaw Highway, Suite 343, Lansing, Michigan 48917 (“MPA”), I agree to the following terms and conditions:

1.	I understand that, because of my relationship with MPA, I have or will come into possession of confidential and proprietary information and trade secrets belonging to MPA.  By way of example only, I acknowledge that this information would include customer lists, pricing information, margins, inventions, ideas, policies, information about future business plans and operations, computer programs, data bases, proposed new products, geographical areas targeted for expansion, and new technology.  I acknowledge that disclosure of this information to a competitor of MPA would seriously harm MPA’s competitive business interests.

2.	I agree that I will not divulge confidential or proprietary information, including information about customers, MPA employees, or trade secrets belonging to or obtained as a result of my relationship with MPA to anyone, even after my relationship with MPA ends.  If I am ever served with a subpoena or court order which would require me to violate this paragraph, I agree that I will notify MPA immediately so that it may determine whether there is a reason or basis to challenge the subpoena or court order. 

3.	Upon the conclusion of my independent contractor relationship with MPA, I agree to immediately return all products, samples, posters, records, documents, software, disks, CDs, DVDs, computer printouts, ledgers and manuals (including all copies in my possession), and any cell phones, computers, pagers or any other device or equipment that were given to me or accessed by me for use as a sales representative with MPA.  I agree that I will not retain copies (whether as a document or computer file) of any customer lists that I have developed or are in my possession.  I agree that, unless I obtain the written consent of the President of MPA, the only materials that I may retain after my independent contractor relationship ends will be copies of those materials which would be part of my personnel file.

4.	During my independent contractor relationship with MPA, and for two years following the conclusion of that relationship with MPA for any reason, I agree that I will not take any action adverse to MPA’s reasonable competitive business interests, either directly or indirectly, including, but not limited to, the following: 

a.	I agree that I will not directly or indirectly, either personally or through another person, have contact with any of MPA’s customers, in person, by phone, e-mail, or in writing, for the purpose of having that customer do business with me or a 
business with which I am affiliated instead of MPA, or to no longer do business with MPA, or to have the customer purchase products or services from me or a business with which I am affiliated instead of MPA; 

b.	I agree that I will not directly or indirectly solicit, either personally or through another person, any employee or individual contractor of MPA to terminate the relationship with MPA or to become employed by me or by a business with which I am affiliated; and

c.	I understand that this agreement does not prevent me from holding employment with a competitor of MPA, provided that I do not engage in activity prohibited by this agreement, and provided that I do not supervise any employee who would engage in activity prohibited by this agreement.

5.	I acknowledge that my violation of this agreement would cause irreparable injury and loss of good will to MPA which could not be adequately compensated by an award of monetary damages.  I agree that, in the event of a breach (including a threatened or attempted breach) of this agreement by me, MPA shall be entitled to immediate injunctive relief or an order of specific performance of this agreement, without the necessity of showing additional irreparable injury or special damages.  I acknowledge that this relief would be in addition to, and not in place of, any other rights and remedies which MPA may have. I further agree that if a court rules that I have breached this agreement, I will be required to reimburse the costs and attorney fees incurred by MPA in enforcing this agreement.

6.	I understand that this agreement is in addition to, and not in place of, any common law or statutory duties which I may have to MPA to refrain from breaching any fiduciary duty I have to MPA, or using or disclosing any trade secrets or proprietary information.

7.	I agree that the laws of Michigan will govern the enforcement and interpretation of this agreement.  If any portion of this agreement is determined to be unenforceable or overly broad by a court, I agree that the court shall narrow the agreement to the extent required to make it enforceable.

8.	I acknowledge and agree that this agreement is transferable and may be assigned by MPA to any person or entity that purchases any part of its business or assets and the assignee will have the same rights as MPA under this agreement.

SALES REPRESENTATIVE:			MPA:

Sign Name: _____________________________	By: ________________________________
								Michael Bishop
Print Name: __________________________________	Its:  Operations & Sales Manager
Dated: _____________________         	          	Dated: ______________________