Confidentiality and Non-Compete Agreement

This Agreement is entered into between______________________(hereinafter referred to as "Employee") and Medical Supply, Inc., a Pennsylvania Corporation (hereinafter referred as "Employer") on this the_______Day of _________________.

1. 1. In consideration for the execution of this Agreement, Medical Supply, Inc, shall offer Employee employment at MSI and participation in  the bonus program, and this opportunity for employment and participation in the bonus program will be received as consideration for signing this agreement.
   2. The parties acknowledge that the consideration is adequate.
   3. Employee acknowledges that during the performance of her employment, she may have learned or received confidential information, including customers, clients lists, intellectual property and other proprietary information, concerning the business of Medical Supply, Inc. and agrees that all such information shall be kept confidential except (i) information which is or becomes in the public domain, or (ii) information which employee develops independently of his employment with Medical Supply, Inc. Employee's obligation to keep such information confidential shall survive the termination of this Agreement for a period of five (5) years for the date of termination. 
   4. Employee agrees that for a period of five(5)years from the date of termination, she shall not have any direct contact with an of Medical Supply, Inc.'s clients, suppliers or vendors and that she shall not hire anyone who, within two (2) years of Employee's termination, was an employee of Medical Supply, Inc.
   5. Employee agrees that for a period of two (2) years from the date of termination, she shall not compete directly or indirectly with Medical Supply, Inc, by employment with other distributors, supplies, vendors, or other competitors not specifically listed. Nor will she provide any confidential information to any future or potential employers or competitors in order to assist in developing the capacity to compete against Medical Supply, Inc. whether or not personal gain by the employee us intended by said provision.
   6. This agreement is binding on Employee and on her successors, administrators, heirs and assigns, and inures to the benefit of each of the parties herein.
   7. All executed copies of this Agreement, and photocopies thereof, shall have the same force and effect and shall be legally binding and enforceable as the original.
   8. Employee acknowledges that she has been advised of her right to consult an attorney before signing this Agreement. Employee also represents that she has read the Agreement and understands it, that she is signing this Agreement voluntarily and of her own free will, without any duress, and that he has had a reasonable time to consider the Agreement before signing it.

INTENDING TO BE LEGALLY BOUND HEREBY, the parties have set their hands and seals on the date above.