Agreement of Confidentiality, Noncompetition and Nonsolicitation Form

WHEREAS, EMPLOYEE is employed by EMPLOYER:

WHEREAS, EMPLOYER’s business location is at 2475 Regent Ave., Orlando, Florida 32804 & Other Licensed States ( hereafter referred to as AREA ) (as defined in Section 1. (a) herein);

WHEREAS, as a condition of EMPLOYEE’S continued employment by EMPLOYER, the Parties require the execution and delivery of this AGREEMENT.

NOW, THEREFORE, for and in consideration of the premises and the mutual convenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

1. Definition: For purposes of the AGREEMENT, the following terms shall have the respective meanings set forth below.

(a) Area shall mean any states Advanced Mechanical carries a license.

(b) Competitor shall mean any business, individual, partnership, joint venture, association, firm, corporation or other entity engaged, wholly or partly, in the business for air conditioning and heating installation, maintenance and repair, or engaged in any business activities that of the EMPLOYER is engaged in at the time of this AGREEMENT.

(c) Competitive Position shall mean: (A) the direct or indirect ownership or control of all or any portion of a Competitor; or (B) any employment or independent contractor arrangement with any competitor whereby Employee will serve such Competitor in any capacity.

(d) Customer shall mean actual customers or actively sought prospective customers of ADVANCED MECHANICAL SERIVES OF CENTRAL FLORIDA, INC. during EMPLOYEE’S employment with EMPLOYER.

(e) Confidential information shall mean any confidential, propriety business information or data belonging to or pertaining to ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC. That does constitute a Trade Secret (as hereinafter defined) and that is not generally known by or available through legal means to the public, including, but not limited to, information regarding ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC. gained by EMPLOYEE as a result of his employment with ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC.

(f) Entity shall mean any business, individual, partnership, joint venture, agency, governmental subdivision, association, firm, corporation or other entity.

(g) Trade Secrets shall mean information or data of or about ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC. including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, products plans, or list of actual or potential customers, clients, distributes or licensees, information concerning ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC.’s finances, services, fees, staff, contemplated acquisitions, marketing investigations and survey’s, that: (l) derive economics value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can obtain economics value from their disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy.

(h) Work Product shall mean any and all work product, property, data documentation or information of any kind, prepared, conceived, discovered, developed or created by EMPLOYEE for ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC. or its affiliates, or any of ADVANCED MECHANICAL SERVIES OF CENTRAL FLORIDA, INC.’s affiliates’ clients or customers.

2. Term:

The term of this AGREEMENT shall commence as of the EFFECTIVE DATE and shall continue until neither party hereto has any further obligation hereunder.

3. Nondisclosure: Ownership of Proprietary Property:

(a) In recognition of the need of EMPLOYER to protect it’s legitimate business interest, EMPLOYEE hereby convenants and agrees that: (i) with regard to each item constituting all or any portion of the Trade Secrets of ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC. at all times during the term of this AGREEMENT and all times during which such item continues to constitutes a Trade Secret under applicable law, and (ii) with regard to any Confidential Information, for a period of twelve (12) months, EMPLOYEE shall regard and treat each item constituting all or any portion of the Trade Secrets and all Confidential Information as strictly confidential and wholly owned by ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC. and will not, for any reason in any fashion, either directly or indirectly use, sell, lend, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, appropriate or otherwise communicate any such item or information to any Entity for any purpose other than in accordance with this AGREEMENT.

(b) To the greatest extent possible, all Work product shall be deemed to be work made for hire (as defined in the Copyright Act, 17 U.S.C.A. Section 101 et seq., as amended) and owned exclusively by EMPLOYER. EMPLOYEE hereby unconditionally and irrevocably transfers and assigns to EMPLOYER all rights, title and interest EMPLOYEE may have in or to any and all Work Product performed on behalf of EMPLOYER including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights. EMPLOYEE agrees to execute and deliver to EMPLOYER any transfers, assignments, documents to other instruments which EMPLOYER may deem appropriate or necessary to vest complete ownership any and all Work Product generated by employee during his employment with ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC.

(c) EMPLOYEE shall exercise his best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential information known by, disclosed to or made available to EMPLOYEE, whether in connection with this AGREEMENT or any other past or present relationship with ADVANCED MECHANICAL SERVICES OF CENTAL FLORIDA, INC. EMPLOYEE shall immediately notify EMPLOYER of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which EMPLOYEE becomes aware. EMPLOYEE shall assist EMPLOYER to the extent necessary, in the procurement or any protection of EMPLOYER’s rights to or in any of the Trade Secrets or Confidential Information of ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC.

4. Non-competition:

EMPLOYEE and EMPLOYER expressly covenant and agree that the territorial, time and other restrictions contained in this AGREEMENT constitutes the most reasonable and equitable restrictions possible to protect the business interest of EMPLOYER, given; (a) the complexity of the business of ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC.; (b) the competitive nature of the EMPLOYER’S business; and (c) the EMPLOYEE’s skills are such that he can easily find alternative, commensurate employment or consulting work in his field which would not violate any of the provisions of Section 5 or 6 hereof or any other provisions of this AGREEMENT. Therefore, EMPLOYEE agrees that for twenty four (24) months following termination of his employment with ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC., EMPLOYEE will not, in the Area, either directly or indirectly, alone or in conjunction with any other party, accept, enter into or take any action in conjunction with or in furtherance of a Competitive Position. EMPLOYEE shall notify EMPLOYER promptly in writing if EMPLOYEE receives an offer of a Competitive Position within twenty four (24) months following the termination of his employment, and such notice shall describe all material terms of such offer.

5. Non-solicitation of Customers and Personnel:

(a) EMPLOYEE agrees that for (12) months after termination of his employment with ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC., EMPLOYEE will not, either directly or indirectly, alone or in conjunction with any other party, solicit, divert or appropriate or attempt to solicit, divert or appropriate any Customer for the purpose of providing the Customer with services or products competitive with those offered by ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC. at the time of executing this AGREEMENT.

6. Remedies: Damages, Injunctions and Specific Performances: it is expressly understood and agreed that many of the covenants and agreements to be rendered and performed by EMPLOYEE hereunder are special, unique, and of an extraordinary character and in the event this AGREEMENT, including, without limitation, any of the provisions of Sections 4,5, or 6 hereof (collectively, the Material Sections ) , EMPLOYER shall be entitled, if it so elects; (a) to withhold any and all monies due EMPLOYEE and not paid at the date of such default, breach or threatened breach as damages for breach of this AGREEMENT, to the extent permitted by law; (b) to terminate the performance of any obligation of EMPLOYER to EMPLOYEE including the payment of debt on behalf of EMPLOYEE; and (c) to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, and shall be entitled to such relief as may be available to it pursuant hereto, at law or in equity, including, without limiting the generality of the foregoing, any proceedings to: (i) obtain damage for any breach of this AGREEMENT: (ii) order the specific performance thereof by EMPLOYEE: (iii) enjoin EMPLOYEE from breaching such provisions.

7. Interpretation: Should any Section or provision of this AGREEMENT require judicial interpretation, it is agreed that the judicial body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party or parties by reason of the rule of construction that an instrument is to be construed more strictly against the party or parties which itself or through its agents prepared the same, it being agreed that all parties and/or their agents have participated in the preparation hereof.

8. Binding Effect and Assignability: The rights and obligations of EMPLOYER under this AGREEMENT shall inure to the benefit of and be binding upon any subsidiary, affiliated, successor or assign of or to the business of ADVANCED MECHANICAL SERVICES OF CENTRAL FLORIDA, INC. Neither this AGREEMENT nor any rights or obligations of EMPLOYEE herein shall be transferable or assignable by EMPLOYEE without the prior written consent of EMPLOYER, and any attempted transfer or assignment hereof by EMPLOYEE not in accordance herewith shall be null and void.

9. Severability: All sections, sub-sections, paragraphs, terms and provisions of this AGREEMENT are severable, and the unenforceability or invalidity of any of the terms, provisions, sections, sub sections or paragraphs of this AGREEMENT shall not affect the validity or enforceability of the remaining terms, provisions, sections, sub-sections or paragraphs of this AGREEMENT and this AGREEMENT shall be interpreted and construed in such a manner as to carry out fully the intention of the parties hereto, provided, however, that should any judicial body interpreting this AGREEMENT deem any provision hereof to be unreasonably broad in time, territory, scope or otherwise, it is the intent and desire of the parties hereto that such judicial body, to the greatest extent possible reduce the breadth of such provision to the maximum legally allowable parameters rather than deeming such provision totally unenforceable or invalid. EMPLOYEE acknowledges and agrees that the covenants and agreements contained in the AGREEMENT , including, without limitation the covenants and agreements contained in each sub-section of the Material Sections, shall be construed as covenants and agreements independent of each other and of any other provision of this AGREEMENT or any other contract between the parties hereto and that the existence of any claim or cause of action by EMPLOYEE against EMPLOYER, whether predicted upon this AGREEMENT or any other contract, shall not constitute a defense to the enforcement by EMPLOYER of said covenants, agreements and the Material Sections.

10. Captions and Counterparts: The Section heading in this AGREEMENT are for convenience of reference only and shall not affect the meaning or interpretation hereof. This AGREEMENT may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall be together constitute one and the same instrument.

11. Waiver: The waiver by any party to this AGREEMENT of a default or breach of any section, sub-section or provision of this AGREEMENT shall not operate or be construed as a waiver of any subsection default or breach of the same or of a different section, sub-section or provision by any party hereto. No waiver or modification of this AGREEMENT or of any convenants, condition or limitation herein contained shall be valid unless in writing and duly executed by the party or parties to be charged therewith.

12. Miscellaneous: This AGREEMENT contains the entire agreement and understanding between EMPLOYEE and EMPLOYER regarding the subject matter hereof and shall be governed by and construed in accordance with the laws of the State of Florida.