Internal Confidentiality Agreement

As a Exact Services employee, you will be expected to abide by all Exact Services policies and procedures, and, as a condition of your employment, you will sign and comply with Exact Services’ standard confidentiality agreement which prohibits unauthorized use or disclosure of Exact Services confidential information or the confidential information of Exact Services’ clients. You acknowledge and agree that: (i) in the course of your employment by Exact Services, it will be necessary for you to create, use, or have access to (A) technical, business, or customer information, materials, or data relating to Exact Services’ present or planned business that has not been released to the public with Exact Services’ authorization, including, but not limited to, confidential information, materials, or proprietary data belonging to Exact Services or relating to Exact Services’ affairs (collectively, “Confidential Information”) and (B) information and materials that concern Exact Services’ business that come into Exact Services’ possession by reason of employment with Exact Services (collectively, “Business Related Information”); (ii) all Confidential Information and Business Related Information are the property of Exact Services; (iii) the use, misappropriation, or disclosure of any Confidential Information or Business Related Information would constitute a breach of trust and could cause serious and irreparable injury to Exact Services; and (iv) it is essential to the protection of Exact Services’ goodwill and maintenance of Exact Services’ competitive position that all Confidential Information and Business Related Information be kept confidential and that you do not disclose 4 any Confidential Information or Business Related Information to others or use Confidential Information or Business Related Information to your own advantage or the advantage of others. In recognition of the acknowledgment above, you agree that until the Confidential Information and/or Business Related Information becomes publicly available (other than through a breach by you), you shall: (i) hold and safeguard all Confidential Information and Business Related Information in trust for Exact Services; (ii) not appropriate or disclose or make available to anyone for use outside of Exact Services’ organization at any time any Confidential Information and Business Related Information, whether or not developed by you; (iii) keep in strictest confidence any Confidential Information or Business Related Information; (iv) not disclose or divulge, or allow to be disclosed or divulged by any person within your control, to any person, firm, or corporation, or use directly or indirectly, for your own benefit or the benefit of others, any Confidential Information or Business Related Information; and (v) upon the termination of your employment, return all Confidential Information and Business Records and not make or retain any copies or exacts thereof.