In consideration of my employment or continued employment by [Name of Company] (the "Company"), together with its affiliates and subsidiaries, and any subsidiaries or affiliates which hereafter may be formed or acquired and in recognition of the fact that as an employee of the Company I will have access to the Company's customers and to confidential and valuable business information of the Company and of its parent company, [specify], together with its affiliates and subsidiaries, and any subsidiaries or affiliates which hereafter may be formed or acquired, I hereby agree as follows:

1. The Company's Business. The Company is [specify] a consulting firm. The Company is committed to quality and service in every aspect of its business. I understand that the Company looks to and expects from its employees a high level of competence, cooperation, loyalty, integrity, initiative, and resourcefulness. I understand that as an employee of the Company, I will have substantial contact with the Company's customers and potential customers.

I further understand that all business and fees including insurance, bond, risk management, self insurance, insurance consulting and other services produced or transacted through my efforts shall be the sole property of the Company, and that I shall have no right to share in any commission or fee resulting from the conduct of such business other than as compensation referred to in paragraph 3 hereof. All checks or bank drafts received by me from any customer or account shall be made payable to the Company, and all premiums, commissions or fees that I may collect shall be in the name of and on behalf of the Company.

2. Duties Of Employee. I shall comply with all Company rules, procedures and standards governing the conduct of employees and their access to and use of the Company's property, equipment and facilities. I understand that the Company will make reasonable efforts to inform me of the rules, standards and procedures which are in effect from time to time and which apply to me.

3. Compensation And Benefits. I shall receive the compensation as is mutually agreed upon, which may be adjusted from time to time, as full compensation for services performed under this Agreement. In addition, I may participate in such employee benefit plans and receive such other fringe benefits, subject to the same eligibility requirements, as are afforded other Company employees in my job classification. I understand that these employee benefit plans and fringe benefits may be amended, enlarged, or diminished by the Company from time to time, at its discretion.

4. Management Of The Company. The Company may manage and direct its business affairs as it sees fit, including, without limitation, the assignment of sales territories, notwithstanding any employee's individual interest in or expectation regarding a particular business location or customer account.

5. Termination Of Employment.  My employment may be terminated by the Company or me at any time, with or without notice or cause. Upon termination of my employment, I shall be entitled to receive incentive payments in accordance with the provisions of the Company's Incentive Plan, as it may be modified by the Company from time to time, less any adjustments for amounts owed by me to the Company. I understand that I may also receive additional compensation at the discretion of the Company and in accordance with the published Company Personnel Policy on Termination Pay.

6. Agreement Not To Compete With The Company.

A.  As long as I am employed by the Company, I shall not participate directly or indirectly, in any capacity, in any business or activity that is in competition with the Company.

B.  In consideration of my employment rights under this Agreement and in recognition of the fact that I will have access to the confidential information of the Company and that the Company's relationships with their customers and potential customers constitute a substantial part of their good will, I agree that for One (1) year from and after termination of my employment, for any reason, unless acting with the Company's express prior written consent, I shall not, directly or indirectly, in any capacity, solicit or accept business from, provide consulting services of any kind to, or perform any of the services offered by the Company for, any of the Company's customers or prospects with whom I had business dealings in the year next preceding the termination of my employment.

7. Unauthorized Disclosure Of Confidential Information. While employed by the Company and thereafter, I shall not, directly or indirectly, disclose to anyone outside of the Company any Confidential Information or use any confidential Information (as hereinafter defined) other than pursuant to my employment by and for the benefit of the Company.

The term "Confidential Information" as used throughout this Agreement means any and all trade secrets and any and all data or information not generally known outside of the Company whether prepared or developed by or for the Company or received by the Company from any outside source. Without limiting the scope of this definition, Confidential Information includes any customer files, customer lists, any business, marketing, financial or sales record, data, plan, or survey; and any other record or information relating to the present or future business, product or service of the Company. All Confidential Information and copies thereof are the sole property of the Company.

Notwithstanding the foregoing, the term Confidential Information shall not apply to information that the Company has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain.