NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT ​is made this eleventh day of MONTH ______, 20__, by and
between Fourteen FOur, LLC., an Ohio Corporation, (hereinafter referred to as "LLC"), and
INSTALLATION CONTRACTOR (hereinafter referred to as “Subcontractor”).
WHEREAS, ​Corporation owns and operates a business specializing in the installation
and deployment of fleet management equipment, installation of radio frequency identification
equipment (“RFID”), and installation of Wi-Fi and related products (“Installation Services”) that
provides services to customers throughout the United States; and
WHEREAS​, Subcontractor and Corporation are desirous of establishing a business
relationship pursuant to and consistent with the specifically enumerated terms and conditions as
set out herein;
WHEREAS, ​Corporation is desirous of protecting its business and confidential
information; and
NOW, THEREFORE,​ in consideration of the mutual covenants and agreements herein
contained, the parties hereby agree as follows:
1. Service​.​ Commencing upon the effective date of this Agreement and thereafter,
Subcontractor will render services to Corporation by providing Installation Services on behalf of
Corporation. Subcontractor shall serve Corporation to the best of Subcontractor’s abilities and
shall use Subcontractor’s best efforts to promote and maintain the success, reputation and best
interest of Corporation.
2. Term​.​ Either party may terminate this Agreement at any time, for any
reason, with or without cause or notice. If possible, two (2) weeks notice is preferred,
but not required
3. Compensation​. ​In consideration of the services to be performed by
Subcontractor hereunder, Subcontractor shall be compensated at a rate agreed upon between the
two parties.

4. Equipment​. Corporation and Subcontractor expressly acknowledge and agree

that as part of the employment relationship, Subcontractor will receive equipment from
Corporation to be installed by Subcontractor for the Corporation’s client or customer or to be
used by Subcontractor while performing Installation Services (jointly, “Equipment”), that such
Equipment is valuable, that Subcontractor shall treat all Equipment with care and that, within
five (5) days of completing Installation Services for a client or customer, Subcontractor will
return, at Corporation’s expense, all Equipment that (a) was not installed or (b) is no longer
needed to perform Installation Services. Further, Subcontractor specifically agrees that if
Subcontractor fails to return Equipment within five (5) days, Subcontractor is fully liable to the
Corporation for the price of the Equipment.
For purposes of this paragraph, Equipment shall be deemed returned upon Subcontractor
depositing or providing the Equipment to FedEx, UPS or another nationally-recognized carrier
that tracks packages via a standard tracking system or receipt of the Equipment by Corporation at
its primary business location, 9750 E. 150th

St Suite# 1200 Noblesville, IN 46060.

5. Confidential Information​.​ It is agreed that the methods utilized by Corporation

in the conduct of its business, information concerning the source, nature and type of products and
services offered by Corporation and the identity of client companies and/or individuals are
valuable, special and unique assets of Corporation and such information is confidential
information in which Corporation has a protectable interest. Subcontractor also acknowledges
that such information constitutes a trade secret as defined by the Uniform Trade Secrets Act,
enacted in Ohio as I.C. §24-2-3-1, et seq. Subcontractor will not, during the term of this
Agreement or any time thereafter, use or disclose any such information or any part thereof to any
person, firm, corporation or other entity for any reason or purpose whatsoever. In the event of a
breach or threatened breach by Subcontractor of the provisions of this paragraph, Corporation
shall be entitled to an injunction restraining Subcontractor from using or disclosing, in whole or
in part, any such information, or from rendering any service to any person, firm, corporation or
other entity to whom such information, in whole or in part, has been disclosed or has threatened

to be disclosed. It is agreed that such disclosure of any such information would cause irreparable
harm to Corporation that could not be properly compensated for by damages. Nothing herein
contained, however, shall be construed as prohibiting Corporation from pursuing any other
remedies available to Corporation for such breach or threatened breach, including the recovery of
damages from Subcontractor.
6. NON-SOLICITATION AGREEMENT. Subcontractor hereby warrants and
agrees that neither Subcontractor nor any agent or Subcontractor of Subcontractor will solicit,
directly or indirectly, any client, customer, vendor or supplier accounts (generally, "Accounts")
of the Corporation for any business or operation that is competitive with the Corporation.
Subcontractor agrees not to recommend to any Accounts of the Corporation to patronize any
other operation or business competitive with the Corporation. Subcontractor further agrees not
to solicit any Subcontractors of the Corporation to work for anyone else. This non-solicitation
agreement will be in affect during through the term of employment between Subcontractor and
Corporation and continue for ten years following any termination.

7. LIQUIDATED DAMAGES.​ Corporation specifically states that it anticipates

financial gain from Subcontractor’s affiliation with it. Subcontractor agrees that if Subcontractor
terminates this Agreement and violates Section 5, 6 of this Agreement, Corporation will
experience undetermined expenses and losses of revenue. Because the amount of such
anticipatory expenses and losses is not susceptible of determination, Subcontractor and
Corporation hereby agree that if Subcontractor violates any part of this Agreement or any Agreement with
Corporation, Subcontractor shall pay or cause to be paid to Corporation liquidated damages in the sum of
ninety percent (90%) of the net revenues received by Corporation for work performed by
Subcontractor during the one-year period prior to termination of this Agreement, if the breach
occurs during the first twelve (12) months following termination of this Agreement, and eighty
percent (80%) of the net revenues received by Corporation for work performed by Subcontractor
during the one-year period prior to termination of this Agreement, if the breach occurs during the
thirteenth to twenty-fourth month following termination of this Agreement.

8. SPECIFIC PERFORMANCE​: Any breach of the warranties and covenants

contained herein shall be subject to specific performance by temporary, as well as permanent,
injunction or other equitable remedies of any court of competent jurisdiction. If any court of
competent jurisdiction determines that Subcontractor has breached any of the foregoing
covenants, then Subcontractor shall pay all reasonable costs of enforcement of the foregoing
covenants including, but not limited to, court costs and reasonable attorney’s fees and expenses.
9. ATTORNEY'S FEES​. If any action, at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret this contract, the prevailing party shall be
entitled to recover reasonable attorney's fees from the other party, in addition to any other relief
that may be awarded.
10. WAIVER OF BREACH​. The waiver by one party of a breach of any provision
of this Agreement by the other party shall not operate or be construed as a waiver of any
subsequent breach by the other party.
11. SEVERABILITY​. The invalidity or unenforceability of any term, provision,
clause or portion thereof, of this Agreement shall in no way impair or affect the validity or
enforceability of any other provision in this Agreement.
12. GOVERNING LAW​. This Agreement shall be governed by the laws of the
State of Ohio.
13. ENTIRE AGREEMENT​. This Agreement contains the entire agreement of the
parties and any modification or amendment of the terms hereof shall be in writing.
14. BINDING EFFECT​. This Agreement shall be binding upon the parties hereto,
their successors and assigns, and to the estate, heirs, legatees, executors, administrators and
beneficiaries of Corporation.
15. ATTORNEY REVIEW​. Both Parties acknowledge they have been advised to
seek the advice of and to have an attorney review this Agreement on their behalf. This

Agreement shall not be considered to have been written by one party or otherwise be construed
against either party based on authorship.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.