As of the __ day of ____, 200__, ______ ______ ("Precision Data Imaging, Inc.") and ______ ("Employee or Applicant") agree as follows:


1.  In connection with employment at Precision Data Imaging, Inc. Employee or Applicant will have access to confidential information consisting of the following categories of information.  Precision Data Imaging, Inc. and Employee or Applicant consider their relation one of confidence with respect to such information.

a.  Medical Information, such as HCFA and UB92 claim forms.

b. Marketing Information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of  Precision Data Imaging, Inc., sales forecasts or results of marketing efforts or information about impending transactions.

c. Personnel Information, such as clients personal or medical histories, compensation or other terms of employment, actual or proposed promotions, hiring’s, resignations, disciplinary actions, terminations or reasons therefore, training methods, performance, or other employee information or

e. Customer Information, such as any compilation of past, existing or prospective retail or wholesale customers' names, addresses or backgrounds, records of purchases and prices, proposals or agreements between customers and Precision Data Imaging, Inc., status of customers' accounts or credit, or related information about actual or prospective customers.

2. All of the foregoing are hereinafter referred to as "Trade Secrets." During and after employment by Precision Data Imaging, Inc., regardless of the reasons that such employment ends, Employee or Applicant will:

a. Hold all Trade Secrets in confidence and not discuss, communicate or transmit to others, or make any unauthorized copy of or use the Trade Secrets in any capacity position or business unrelated to Precision Data Imaging, Inc.

b. Use the Trade Secrets only in furtherance of proper employment-related reasons that such information is disclosed or discovered

c. Take all reasonable action, that Precision Data Imaging, Inc. deems necessary or appropriate, to prevent unauthorized use or disclosure of or to protect Precision Data Imaging, Inc.'s interests in the Trade Secrets.

3. This Agreement does not apply to (i) information that means other than Employee or Applicant's deliberate or inadvertent disclosure becomes well known or easily ascertainable to the public or to companies that compete directly with Precision Data Imaging, Inc. nor to (ii) disclosures compelled by judicial or administrative proceedings after Employee or Applicant diligently tries to avoid each disclosure and affords Precision Data Imaging, Inc. the opportunity to obtain assurance that compelled disclosures will receive confidential treatment.

4. Employee or Applicant understands that any violation of this Agreement will cause Precision Data Imaging, Inc. immediate and irreparable harm which money damages cannot adequately remedy. Therefore, upon any actual or impending violation of this agreement Employee or Applicant understands that Precision Data Imaging, Inc. will take all necessary action to prosecute to the fullest extent of the law.

5. Each section of this Agreement is severable. If any provision is held unenforceable by a court of competent jurisdiction such ruling shall not impair any other provision that remains intelligible and all other provisions shall continue in effect. If any provision is unenforceable because of the breadth of area, subject or time to which it applies the parties agree that the provision shall be enforced to the fullest extent permissible under law of the jurisdiction where enforcement is sought.

6. In any dispute between the parties arising under this Agreement the prevailing party shall be entitled to attorney fees and other costs of litigation in addition to all other remedies.

7. This Agreement is the entire contract between the parties concerning Trade Secrets. This Agreement inures to the benefit of and binds the parties and their successors, assigns or other legal representatives.


Executed as of the day and date first written above:



__________________________         _______________

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