Vermont Employee and Severance NDA

VERMONT 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 Vermont 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 to any third party without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

4. PROTECTED DISCLOSURES (21 V.S.A. SECTION 495h) Consistent with 21 V.S.A. section 495h, nothing in this Agreement prohibits, prevents, or otherwise restricts Employee from opposing, disclosing, reporting, or participating in an investigation of sexual harassment. Any provision that purports to do so as a condition of employment is void and unenforceable. Nothing in this Agreement limits Employee from: (a) reporting to, filing a charge with, or cooperating with any federal or state government agency, including the Vermont Attorney General, a State's Attorney, the Vermont Human Rights Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission; (b) discussing or disclosing conduct Employee reasonably believes to be unlawful; or (c) exercising any right that cannot lawfully be waived. Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment.

5. SETTLEMENT AND SEPARATION (REQUIRED CARVE-OUT) If this Agreement settles or is part of an agreement to settle a sexual harassment claim, then as required by Vermont law it does not prohibit, prevent, or otherwise restrict Employee from lodging a complaint of sexual harassment committed by any person with the Attorney General, a State's Attorney, the Human Rights Commission, the Equal Employment Opportunity Commission, or any other state or federal agency, and does not restrict Employee from complying with a discovery request, testifying, or otherwise participating in a proceeding.

6. 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.

7. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue during and after employment 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 Vermont 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]