| [LOGO] | |
| TeleService Resources | |
| TELESERVICE RESOURCES | |
| NON DISCLOSURE AND NONCOMPETE AGREEMENT | |
| This agreement is made as of the 1st of March, 1996, by and between TeleService | |
| Resources (TSR)(the "Providing Party") and Computer Generated Solutions, Inc. | |
| (CGS) (the "Receiving Party"). | |
| In connection with discussions between TSR and CGS, it will be necessary for CGS | |
| to review certain documentation and information considered proprietary by TSR. | |
| In view of TSR's desire that such documentation and information be maintained in | |
| confidence, it is hereby agreed that for a period of five (5) years commencing | |
| on the date of this Agreement, CGS shall not disclose or otherwise make | |
| available to a third party any proprietary information and documentation | |
| received from TSR that is identified as confidential ("Confidential | |
| Information"). | |
| All Confidential Information transmitted hereunder shall be and | |
| remain the property of TSR, and all such Information and any copies thereof | |
| shall be promptly returned to TSR upon request or destroyed at TSR's option. | |
| Confidential Information shall mean any non-public, confidential proprietary | |
| information, services to be rendered or transactions contemplated hereby, | |
| including without limitation, pricing and material terms and conditions of | |
| services offered, intellectual property, enabling software, programming, except | |
| that Confidential Information does not include any information that: | |
| (i) is required by law to be disclosed | |
| (ii) was available to the Receiving Party prior to its disclosure by | |
| the Providing Party | |
| (iii) was known or becomes generally available to the public or to | |
| competitors of the parties hereto other than as a result of | |
| disclosure by the Receiving Party | |
| Furthermore, in the event that TSR and CGS enter into program-specific | |
| Agreements whereby CGS will provide help desk call handling services to TSR, | |
| those services will be provided for TSR's client programs. | |
| CGS agrees not to | |
| pursue independent business relations with any of TSR's clients for which it | |
| provides services for a minimum period of two (2) years from the end date of the | |
| program-specific Agreement(s) | |
| <PAGE> | |
| /s/ Steve Carter Date: 3/1/96 | |
| --------------------- ------------ | |
| Steve Carter, Vice President | |
| CMC Division | |
| Computer Generated Solutions, INc. | |
| /s/ L.L. | |
| Curtis Date: 3/1/96 | |
| -------------------------------- ------------ | |
| Lauri Curtis, Group President | |
| TeleService Resources/Data Management Services | |