AGREEMENT

This Agreement is made between Sure Prep Learning, LLC, an California

limited liability company (referred to as “SurePrep”), and ________________
(hereinafter referred to as the “Tutor”).

RECITALS

A. SurePrep seeks to employ Tutor as an at-will employee.

B. Tutor understands that during the course of his or her employment

with SurePrep, he or she will have access to certain information that constitutes
the proprietary, confidential and trade secret of SurePrep and that is not generally
available to the public.

COVENANTS

For good and valuable consideration, the adequacy of which the parties
acknowledge, and for the mutual benefits and obligations set forth in this
Agreement, the parties agree as follows:

1. CONFIDENTIAL INFORMATION.

1.1 Tutor acknowledges that SurePrep has worked hard to

develop its business, systems, and procedures. Tutor further acknowledges that
SurePrep has expended a great deal of time and expense over a long period of time
in attempting to protect this information.

1.2 During the course of his or her employment with SurePrep,

Tutor acknowledges that he or she will have access to certain information that is
not generally available to the public (“Confidential Information”). The term
Confidential Information shall refer to all materials in any form whether written or
electronic, including but not limited to:

1.2.1 Information relating to the conduct or business

affairs of SurePrep and SurePrep’s operations and
structure;
 1.2.2 Sureprep’s databases, operation policies,
procedures and systems;

1.2.3 All information concerning SurePrep’s

contracts, agreements, or arrangements with any third-
parties;

1.2.4 All information concerning the individuals to

which SurePrep and/or Tutor provides tutoring or other
services;

1.2.5 SurePrep’s fees and fee structure;

1.2.6 Information stored on any of SurePrep’s

computers including, but not limited to, information
stored on floppy disks, compact disks, thumb drives, or
any other similar computer device;

1.2.7 SurePrep’s training materials, textbooks,

workbooks, curriculum materials, records, data,
communications, files, forms and other property of
SurePrep entrusted or loaned to Tutor or prepared for
or by SurePrep; and

1.2.8 Any other original material created or prepared

by SurePrep.

1.3 Tutor acknowledges and agrees that during the term of his or
her employment and forever thereafter, Tutor shall not disclose to any person,
firm, corporation or any other entity, or use for Tutor’s own benefit, any of
SurePrep’s Confidential Information without SurePrep’s prior written consent.

1.4 Upon termination of Tutor’s employment with SurePrep,

Tutor agrees to deliver promptly to SurePrep all Confidential Information in the
possession or control of Tutor, as well all other property of SurePrep. Tutor
further agrees not to retain copies, whether in hard form or stored electronically, of
any SurePrep’s Confidential Information.

2. PROHIBITED CONDUCT.

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 2.1 Tutor acknowledges that SurePrep has devoted, and will
devote, significant effort, time and expense to develop the goodwill of the
“Clients” (as defined below) that it serves, and that the Tutor will benefit from,
and will be expected to nurture those relationships during the term of his or her
employment with SurePrep. For purposes of this Agreement, the term “Clients”
refers to the students to which the Tutor has either provided tutoring services to
during his or her employment or has become aware of as a result of his or her
employment with SurePrep, as well as the families of those students. Therefore,
Tutor agrees to the following:

2.1.1 During the term of his or her employment, and

for a period of 12 months after the termination of his
or her employment, for any reason, Tutor agrees not
to, directly or indirectly, on behalf of himself or herself
or any third-party, contact, call upon, solicit, or
otherwise communicate with, divert or attempt to
divert, or provide any tutoring services to any of
SurePrep’s Clients regardless of who initiates the
contact.

2.1.2 During the term of his or her employment, and

for a period of 12 months after the termination of his
or her employment, for any reason, Tutor shall not
directly or indirectly, on behalf of himself or herself or
any third-party, solicit for employment, hire, or
contract with, any person employed by SurePrep or
providing services for SurePrep during the term of
Tutor’s employment or at anytime thereafter.

2.1.3 Solicitation of SurePrep’s Clients will be

conclusive if Tutor refers to his or her affiliation with
SurePrep in any communication to actual or potential
clients of any other business competitive to SurePrep,
regardless of whether the communication is directed
solely or primarily to SurePrep’s Clients. Solicitation
of Clients for Tutor’s own benefit or on behalf of one
of SurePrep’s competitors during Tutor’s employment,
but in anticipation of its termination, will also violate
this provision.

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 3. ENFORCEMENT.

3.1 In the event of a breach or a threatened breach by Tutor of

any of the provisions contained in Sections 1 or 2 of this Agreement, Tutor
acknowledges that SurePrep shall suffer irreparable injury not fully compensable
by money damages and, therefore, shall not have an adequate remedy available at
law. Accordingly, SurePrep shall be entitled, without the necessity of posting a
bond, to obtain such injunctive relief or other equitable remedy from any court of
competent jurisdiction in California as may be necessary or appropriate to prevent
or curtail any such breach, whether threatened or actual. The foregoing remedy
shall be in addition to and without prejudice to any other rights that SurePrep may
have under this Agreement.

3.2 SurePrep shall also have the right to bring a claim for
damages and other monetary relief for any breach of this Agreement in any court
of competent jurisdiction in California.

3.3 If Tutor violates any of the covenants in Section 2 and

SurePrep brings legal action for injunctive or other relief, SurePrep shall not, as a
result of the time involved in obtaining such relief, be deprived of the benefit of
the full period of the covenant. Accordingly, these covenants shall be deemed to
have the duration specified above, computed from the date such relief is granted.

3.4 Tutor acknowledges that, given the nature of SurePrep’s

business, the covenants contained in Sections 1 and 2 above establish reasonable
limitations as to time, and scope of activity to be restrained and do not impose a
greater restraint than is reasonably necessary to protect and preserve the goodwill
of SurePrep’s business and to protect its legitimate business interests. If, however,
either Section 1 or 2 above are determined by any court of competent jurisdiction
to be unenforceable by reason of its extending for too long a period of time or by
reason of it being too extensive in any other respect or for any other reason, the
court may revise above to extend only over the longest period of time for which it
may be enforceable and/or to the maximum extent in all other aspects as to which
it may be enforceable, all as determined by such court.

4. MISCELLANEOUS.

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 4.1 Nothing in this Agreement shall be construed to alter the at-
will employment relationship. Either SurePrep or Tutor can terminate the
employment relationship at any time with or without notice.

4.2 The validity, interpretation and performance of this

Agreement shall be controlled by and construed under the laws of California.

4.3 If any action shall be brought to enforce or interpret any of

the terms or conditions of this Agreement, the prevailing party shall be entitled to
its reasonable attorneys’ fees and costs.

4.4 Any provision of this Agreement that is held to be invalid or

unenforceable under any applicable law or regulation shall, to the extent of any
such invalidity or unenforceability, be deemed by the parties (a) to be modified to
the extent necessary to cure such invalidity or unenforceability and to carry out so
far as possible the intention manifested by the provision in question or (b) if
necessary, to be omitted from this Agreement, but such invalidity or
unenforceability, and such resulting modification or omission, shall not invalidate
or render unenforceable the remaining provisions of this Agreement.

4.5 The terms and conditions contained herein constitute the

entire Agreement between the parties and supersede all previous communications,
either oral or written, between the parties with respect to the subject matter of this
Agreement, and no agreement or understanding varying or extending the terms of
this Agreement shall be binding upon either party unless in writing signed by or on
behalf of such party.

Sure Prep Learning, LLC:

By ______________________________ ________________________
Date

Tutor:

______________________________ ________________________
Date

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