DocuSign Envelope ID: A32D2C0D-1620-48C9-919B-55D8915A4F17

SUBCONTRACTOR’S EMPLOYEE NON COMPETE & NON SOLICITATION

AGREEMENT

This Subcontractor’s Employee Non-Compete & Non-Solicitation Agreement

(“Agreement”) entered into on this day of _ , 2022, by and among iSite
Technologies Inc. (along with of its affiliates or direct or indirect holding/subsidiaries, hereinafter
referred to as “Company”), a Pennsylvania corporation with a principal office at 379 Princeton
Hightstown Rd., East Windsor, NJ 08512, ,a
> with a principal office at .
. (“Subcontractor”) and
,an employee of Subcontractor and a resident of the State of residing at
. (“Employee”).

BACKGROUND

WHEREAS, Subcontractor employs the Employee;

WHEREAS, Subcontractor and Company have entered into an agreement or intend to enter
into an agreement in which Subcontractor will make certain of its employees available to perform
services for one of Company’s clients (“Client”);

WHEREAS, Subcontractor, Company and/or Client have identified Employee as a

potentially suitable candidate to perform services (“Services”) for Client;

WHEREAS, if accepted by Client to perform Services and if such Employee accepts the
engagement to perform Services for Client, Employee will have access to Proprietary Information
(as defined below) of the Client;

WHEREAS, as a condition of Employee performing Services to Client on behalf of the

Subcontractor and Employee’s continued employment with Subcontractor, the Company and
Subcontractor require certain covenants and agreements regarding the treatment of confidential
information and restrictions on work to be performed by Employee and on Employee’s work
activities during and after the period in which Employee is responsible for performing Services for
Client (“Engagement Period”).

In consideration of the opportunity to explore whether Employee is a suitable fit with Client
to perform the Services and, if acceptable to all parties, the offer to permit Employee to provide
the Services for Client as an Employee of Subcontractor, Employee agrees as follows:

1. Interview and Evaluation Period. Company, Client and Subcontractor have identified
Employee as a potentially suitable candidate to perform the Services for Client as an employee
of Subcontractor. Upon execution of this Agreement by Employee and through the period of
time when Employee is being evaluated to perform the Services (“Evaluation Period”),
Sections 3, 4 and 5 shall not be applicable to Employee. If Employee is chosen to perform the

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Services for Client, all terms, conditions and covenants shall be enforceable against Employee
from the Commencement of the Engagement Period.

2. Confidentiality and Non-Disclosure. Employee recognizes and acknowledges that the

Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Client.
As a result, during the Evaluation Period and during the Engagement Period and thereafter,
Employee shall not, without the prior written consent of the Company or Client, for any reason
either directly or indirectly divulge to any third-party or use for the Employee's own benefit, or for
any purpose other than the exclusive benefit of the Client, any confidential, proprietary, business
and technical information or trade secrets of the Client or of any subsidiary, client, parent or affiliate
of the Client (the “Proprietary Information”) revealed, obtained or developed during the Evaluation
Period or during the Engagement Period. Proprietary Information shall include, but shall not be
limited to: any information relating to the Client's relationship with, the terms of contracts and
agreements with, the needs and requirements of, and the Client’s course of dealing with, the
Client’s actual and prospective clients (meaning those prospective clients for whom there is an
active pursuit of engagement in process), and contractors and suppliers; and any other materials
prepared by the Employee in the course of the Employee performing Services for the Company,
or prepared by any other employee or contractor of the Client for the Client or its customers
(including concepts, trade secrets, software codes and designs, developments, inventions,
processes, techniques, designs and drawings, know-how, user or service manuals, plans, costs,
business studies, business procedures, finances, marketing data, licenses, methods, plans,
personnel information, and any other materials that have not been made available to the general
public). Nothing contained herein shall restrict the Employee's ability to make such disclosures
during the course of Engagement Period as may be necessary or appropriate to the effective and
efficient discharge of the duties required by or appropriate for the Employee’s position or as such
disclosures may be required by law. Furthermore, nothing contained herein shall restrict the
Employee from divulging or using for the Employee's own benefit or for any other purpose any
Proprietary Information that is readily available to the general public so long as such information
did not become available to the general public as a direct or indirect result of the Employee's
breach of this Section 2. Failure by the Client to mark any of the Proprietary Information as
confidential or proprietary shall not affect its status as Proprietary Information under the terms of
this Agreement.

3. Non-Competition. During the Engagement Period and for a period of twelve (12) months after
that engagement ends for any reason, voluntarily or involuntarily and with or without cause,
Employee shall not:
a. Seek or accept any employment from or otherwise provide services to (i) a competitor
of the Client or Company; or (ii) a third party entity providing services to any customer
of Client or Company, if Employee’s employment with or services to such competitor
or entity would involve Employee working with a customer or client with whom
Employee had worked in the six (6) months immediately preceding the termination of
the Engagement Period on the same or substantially similar project as Employee
worked on while providing services to the Client, or on any project in which Employee
is likely to disclose confidential information of the Client or otherwise violate the terms
of this Agreement.

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b. For purposes of Section 3(a), a “competitor of the Client or Company” shall include
any entity or person that provides resource and staffing assistance to customers in the
area of software development and consulting in the United States and any entity or
person engaged in a similar business to that of the Client. Notwithstanding the above,
Employee may continue working for Subcontractor to the extent it does not violate the
other provisions of Section 3(a) or (b).

4. Non-Solicitation. During the Engagement Period and for a period of twelve (12) months after
the Engagement Period ends for any reason, voluntarily or involuntarily and with or without
cause, Employee shall not solicit business from, do business with or render services to, in any
capacity, directly or indirectly, any entity that is or was a Company or Client customer for whom
Employee performed services within the last six (6) months of Employee’s employment with
the Company, for a purpose or in a manner that is in any way competitive with the Company’s
or Client’s businesses.

5. Non-Interference. Employee agrees that for a period of twelve (12) months after the
Engagement Period ends for any reason, voluntarily or involuntarily and with or without cause,
Employee shall not either directly or indirectly solicit, induce, recruit or encourage any Company
or Client employee or contractor to leave Company or Client or take away such employees or
contractors, or attempt to solicit, induce, recruit, encourage or take away employees or contractors
of Company either for Employee’s own benefit or for any other person or entity.

6. Acknowledgment. Employee expressly recognizes and agrees that the obligations under this
Agreement are important and material and seriously affect the effective and successful conduct
of the business and interests of the Company and Client, and their goodwill, and therefore the
breach of any obligations under this Agreement will constitute an immediate and irreparable
injury to the Company or Client, for which damages, although available and although they may
be pursued by and awarded to Company or Client, will not be an adequate remedy at law.
Accordingly, Employee expressly consents to the issuance of injunctive relief to enforce the
obligations of this Agreement and expressly agrees to pay the reasonable attorneys’ fees and
expenses incurred by the Company or Client in any actions or proceeding to enforce the
obligations of this Agreement. If a court should hold that any time period and/or geographic
area in this Agreement is unreasonable, then to the extent permitted by law, the court may
prescribe a duration for the time period and/or a radius or area for the geographic area that is
reasonable, and the parties agree to accept such determination subject to their rights of appeal.
Employee has been provided with the opportunity to or has consulted with an attorney
regarding the restrictions imposed by this Agreement, understands these restrictions and is
signing the Agreement voluntarily. Client is an intended third-party beneficiary of this
Agreement and may enforce the provisions of this Agreement against Subcontractor or
Employee for any breach of this Agreement.

7. Exceptions. The provisions of Section 3 shall not apply to an Employee residing in any state in
which such provisions may not be enforceable. However, the parties acknowledge and agree that
nothing in this Section shall prevent or prohibit the Company or Client from seeking any remedy
under this Agreement or as may be available to it by law with respect to activities of the
Employee after the termination of Employee’s engagement to provide the Services.

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8. Governing Law and Forum. The validity, construction, enforcement, and effect of this
Agreement shall be governed by the laws of the State of New Jersey without giving effect to
any choice or conflict of law provision or rule that would cause the application of laws of any
jurisdiction other than those of the State of New Jersey. Any suit, action or other proceeding
arising out of or relating to this Agreement or any transaction contemplated under this
Agreement shall be brought exclusively in any state court sitting in Middlesex, Mercer or
Bergen County, New Jersey or federal court sitting in Trenton, New Jersey and each of the
parties hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the
purpose of any such suit, action or other proceeding.

9. Future Employers. If, during or after the time in which Employee is engaged to provide the
Services, Employee seeks work elsewhere, Employee agrees to provide a copy of this Agreement
to any person or entities seeking to hire or accept Employee’s services before accepting
employment with or engagement by any such person or entity.

10. Assignment. No assignment of this Agreement or the rights and obligations hereunder by
Employee shall be valid without the prior written consent of the Company. Company may
assign its rights and obligations hereunder.

11. Waiver of Breach. The waiver by any party of a breach or a violation of any provision of this
Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of
the same or other provision hereof.

12. Waiver of Jury Trial. The parties waive any and all rights they may have to a trial by jury
against the other for any and all actions arising out of or related to this Agreement and the
Employment.

13. Severability. In the event any provision or any part thereof of this Agreement is held to be
unenforceable for any reason, such determination shall not affect the remainder of the
provision or this Agreement, which shall remain in full force and effect and enforceable in
accordance with its terms. In the event of the invalidity of a provision or any part thereof, the
parties hereto hereby agree to accept a provision that reflects as closely as possible the intention
of the invalid provision that does not offend any law. Furthermore, if there is any change in
applicable law such that this Agreement is otherwise interpreted as violating applicable laws,
rules or regulations, the parties will restructure this Agreement so that this Agreement is in
compliance with existing laws and to the extent possible, the restructure Agreement will reflect
the same substantive terms as this Agreement.

14. Entire Agreement. This agreement constitutes the entire agreement and understanding
between the Employee and the other parties and supersedes any prior understanding, written
or oral agreement(s) between the Employee and the other parties relating to the subject matter
thereof. These terms of Engagement may not be modified or any provision waived except by
a written agreement of the parties hereto. Upon the decision of Client to engage Employee to
perform Services for the Engagement Period, Employee agrees to also execute any
documentation required by Client related to any restrictive covenants and other matters relating
to the provision of Services by the Employee to the Client.

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15. Counterparts. This Agreement may be executed in duplicate originals or counterparts, each
of which shall be deemed an original, but all of which together shall be deemed to be one and
the same agreement. The individuals executing this Agreement on behalf of any party hereby
represent and certify that they are duly empowered to so execute this Agreement. A signed copy,
portable document format (PDF) copy of signatures delivered by facsimile, email or other
means of electronic transmission such as Docusign shall be deemed to have the same legal
effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, THE UNDERSIGNED STATE THAT THEY HAVE CAREFULLY

READ THIS AGREEMENT AND KNOW AND UNDERSTAND THE CONTENTS THEREOF
AND THAT THEY AGREE TO BE BOUND AND ABIDE BY THE REPRESENTATIONS,
COVENANTS, PROMISES AND WARRANTIES CONTAINED HEREIN.

iSite Technologies Inc. Employee

By: Signature:

Print Name: Divya Subramanian Print Name:

Business Development Manager
Title: Date:

Date:

By:

Print Name:

Title:

Date: