Illinois Employee and Severance NDA

ILLINOIS EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee"). This Agreement is governed by Illinois law.

1. PURPOSE In the course of Employee's employment, Employee will have access to confidential and proprietary information of the Company. Employee agrees to protect that information on the terms below.

2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information the Company treats as confidential, including trade secrets, business and financial data, customer and pricing lists, methods, processes, software, and other proprietary information. Confidential Information does not include information that is or becomes public through no fault of Employee, that Employee lawfully knew before employment, or that is independently developed without use of the Company's information.

3. OBLIGATIONS Employee agrees to use Confidential Information solely for the benefit of the Company, to not disclose it without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

4. PROTECTED DISCLOSURES (ILLINOIS WORKPLACE TRANSPARENCY ACT, 820 ILCS 96/1-25) Nothing in this Agreement prevents Employee from making truthful statements or disclosures about alleged unlawful employment practices, including discrimination, harassment, or retaliation. Nothing in this Agreement requires Employee to waive, arbitrate, or otherwise diminish any existing or future claim, right, or benefit related to an unlawful employment practice. Any confidentiality of information about unlawful employment practices in a settlement or separation applies only where it reflects Employee's documented preference, is supported by consideration, and gives Employee 21 days to review this Agreement and 7 days to revoke it after signing.

5. DEFEND TRADE SECRETS ACT NOTICE Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual is immune from criminal or civil liability for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

6. NO OTHER RESTRICTIONS ON RIGHTS Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment. This Agreement does not waive Employee's right to file a charge with, testify before, or participate in an investigation by the Illinois Department of Human Rights, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission, and does not require Employee to notify the Company before doing so.

7. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue for as long as the information remains confidential. The Company may seek injunctive relief and any other remedy available at law for a breach, subject to the protected disclosures above.

8. GENERAL This Agreement is governed by Illinois law. If any provision is unenforceable, the remaining provisions stay in effect. This Agreement is the entire understanding between the parties on this subject.

[COMPANY NAME] By: [SIGNATURE] Name/Title: [NAME AND TITLE] Date: [DATE]

EMPLOYEE [SIGNATURE] Name: [EMPLOYEE NAME] Date: [DATE]