NON-COMPETE AGREEMENT

This Agreement, when signed and witnessed below, shall constitute an agreement regarding defined non-compete, confidential and proprietary information and trade secrets, hereinafter referred to as “Confidential Information,” relating to the business of Prime Rate Staffing Inc, located at 7324 Southwest Fwy, Houston Texas, 77074 and ( Caregiver ) located at , in the State of in the zip code , hereinafter referred to as the “Parties,” as of the date executed, thus known as the “Effective Date.” For the purposes of this agreement Prime Rate Staffing Inc shall be referred to as the “Company” or the “Disclosing Party,” and the assigned Caregiver shall hereinafter be referred to as the “Recipient.”

It shall be incumbent upon the Recipient to strictly maintain the confidentiality of the Proprietary Information. Proprietary information may be shared amongst the Parties for use in scoping, estimating and completing any and all work or projects for the Company and its clients.

NON-COMPETE

Throughout the duration of this agreement the Recipient shall not, in any manner, represent, provide services or engage in any aspects of business that would be deemed similar in nature to the business of Prime Rate Staffing Inc without the written consent of Prime Rate Staffing Inc

The recipient warrants and guarantees that throughout the duration of this agreement and for a period not to exceed 5 following the culmination, completion or termination of this agreement, that she/he shall not directly or indirectly engage in any business that would be considered similar in nature to with Prime Rate Staffing Inc, its subsidiaries, and any current or former clients and/or customers within a 80 mile radius of Houston, Texas. Nor shall the Recipient solicit any client, customer, officer, staff or employee for the benefit of himself/herself or a third party that is or may be engaged in a similar business.

CONFIDENTIAL INFORMATION

By definition herein, “Confidential Information” shall mean any and all technical and non-technical information provided by Prime Rate Staffing Inc, including but not limited to, any data, files, reports, accounts, or any proprietary information in any way related to products, services, processes, database, plans, methods, research, development, programs, software, authorship, customer lists, vendor lists, suppliers, marketing or advertising plans, methods, reports, analysis, financial or statistical information, and any other material related or pertaining to any business Prime Rate Staffing Inc, its subsidiaries,

respective clients, consultants or vendors that may be disclosed to the Recipient herein contained within the terms of this Agreement.

The Recipient shall not in any manner or form, at any time disclose, reveal, unveil, divulge or release, either directly or indirectly, any aforementioned proprietary or confidential information for personal use or for the benefit of any third party and shall at all times endeavor to protect all Confidential Information belonging to the Company.

INJUNCTIVE RELIEF

The Recipient herein acknowledges (i) the unique nature of the protections and provisions established and contained within this Agreement, (ii) that the Company shall suffer irreparable harm if the Recipient should breach any of said protections or provisions, and (iii) that monetary damages would be inadequate to compensate the Company for said breach. Therefore, should the Recipient cause a breach of any of the provisions contained within this Agreement, and then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce said provisions.

ENTIRE AGREEMENT

This Agreement shall be considered a separate and an independent document of which it shall supersede any and all other Agreements, and there are no other assurances or conditions in any other instrument, either oral or written, between the parties hereto. This Agreement may be modified only by a subsequent written agreement signed by both parties.

SEVERABILITY

In the event any term, condition, or provision of this Agreement is deemed or held to be invalid or unenforceable for any reason, those remaining terms, conditions, and provisions shall remain valid and enforceable. Should a court of law determine that any term, condition, or provision of this Agreement is invalid or unenforceable, but that by limiting such term, condition or provision it would become valid and enforceable, then such term, condition and/or provision shall be deemed to be written, construed and enforced as so limited.

WAIVER

If either party fails to enforce any provision contained within this Agreement, it shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

GOVERNING LAW

This Agreement is to be construed pursuant to the current laws of the State of Texas. Jurisdiction and venue for any claim arising out of this Agreement shall be made in the State of Texas, in the Harris County of Houston.

IN WITNESS WHEREOF, the parties hereto have caused this Non-Compete Agreement to be executed by a duly authorized representative of such party and of such party as of the effective date executed by the signature of both parties.

Prime Rate Staffing Inc

7324 SOUTHWEST FWY

HOUSTON, TEXAS