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Non-Compete Agreement

Non-Compete/Non-Disclosure by Affiliates, Resellers, and Node Owners

As an Affiliate, Reseller, or Node Owner in the TrafficCentral Network, you recognize and acknowledge that you will be furnished with information by TrafficCentral concerning members, customers, participants, the MUTANT™ Node Architecture, the operation of the TrafficCentral system, plans made by TrafficCentral for its system, technology, or Network, other transactions, and/or other confidential matters which constitute a valuable, special, and unique asset and trade secret of TrafficCentral's business. Accordingly, as an Affiliate, Reseller, or Node Owner in the TrafficCentral Network, you agree that you will not, during, or for a period of three (3) years after, the term of your relationship with the TrafficCentral Network, disclose any such information or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever.

Further, you agree that during the term of your participation in the TrafficCentral Network as an Affiliate, Reseller, or Node Owner, and for a period of three (3) years thereafter, you will not work for, or on behalf of, any competitor and understand that doing so is considered severely damaging to TrafficCentral as many resources, proprietary information, marketing advice, and other provisions and tools are made available for Affiliates, Resellers, and Node Owners to benefit the Affiliate, Reseller, and/or Node Owner in their participation in the TrafficCentral Network exclusively. Any breach of these terms by silently or secretly working for, or on the behalf of, another competitive firm, or planning to participate in, or active participation in, any competitive actions while being an Affiliate, Reseller, or Node Owner in the TrafficCentral Network (other than for reasons strictly related to law enforcement or government monitoring of our operations), is considered a severe breach of this agreement, our trust and confidence, and violates any agreement you may have with TrafficCentral. TrafficCentral reserves the right to prosecute to the fullest extent allowed by law and to recover actual damages, as well as liquidated damages in the amount of ten million dollars, for any such breach. Any Affiliate, Reseller, or Node Owner in the TrafficCentral Network who is found to be an affiliate, reseller, consultant, independent contractor, partner, owner, or is otherwise related, in any other traffic or banner exchange, while still maintaining a position in the TrafficCentral Network, or within three (3) years after having been an Affiliate, Reseller, or Node Owner in the TrafficCentral Network, must immediately terminate its relationship with the competing business.

Any Affiliate, Reseller, or Node Owner in the TrafficCentral Network who ceases participating in the TrafficCentral Network, whether voluntarily or not, agrees to not participate in any competitive business operations, advise any competitive business operation, or disclose publicly any information learned from or by TrafficCentral for a period of three (3) years following termination of their relationship with the TrafficCentral and/or participation in the TrafficCentral Network.


Copyright ©2004, ©2008 Douglas L. Ashbaugh Jr. All Rights Reserved

Last Updated:  9/13/08 DLA
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