ANDELA TALENT ACCELERATOR LIMITED

ANDELA FELLOWS AGREEMENT

This agreement (the Agreement) by and between Andela Talent Accelerator Limited (the
Company) of 314 Herbert Macaulay Road, Yaba, Lagos, and [Insert Name of Fellow] with
residence at [Insert Address of Fellow] (the Fellow or You) is entered this [___] day of
[_________], 20[__], effective when fully executed by all parties to the Agreement (each, a
Party and collectively, the Parties). Capitalized terms not otherwise defined herein shall
have the meaning set forth on Exhibit A hereto.

NOW THEN, WHEREAS, the Company is building a movement to train 100,000 of the most
driven and competent information technology professionals in Africa, and in the process, inspire
the continent;

WHEREAS, You are an information technology professional in that movement;

WHEREAS, the Company require capable, diligent and thought-leading employees to provide
Work for the benefit of its Clients; and whereas the Company provides a unique education and
employment experience that includes extensive training and support; and

WHEREAS, Company desires to engage You in accordance with the terms and conditions of this
Agreement; and whereas You are agreeable to such engagement.

NOW, THEREFORE, in consideration of the recitals (above) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to
be bound as follows:

1. Compensation: In full consideration for all Work performed by You in compliance with
this Agreement, the Company agrees to compensate You as set forth on Exhibit B to this
Agreement. You expressly waive all rights to receive, and will not accept payments or
consideration in exchange for the Work other than as set forth on Exhibit B.

2. Work:

a. You agree to perform the Work in a professional manner during such reasonable
working hours as may from time to time be necessary to meet the needs of the
Company or the Client. You understand that You may be required to travel within
and outside Nigeria to effectively perform the Work.

b. You agree to devote your full business time, best efforts, skill, knowledge,
attention, and energies to the advancement of the Company's business and
interests and to the performance of your duties and responsibilities as an
employee of the Company and not to engage in any other business activities
without prior approval from the Company.

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 c. You shall be entitled to 15 Business Days vacation with pay in each calendar
year in addition to all Public Holidays, to be taken at such times as may be
approved by the Company. Your annual vacation shall accrue at a rate of 1.25
days per month. Any unused vacation time will be forfeited at the end of each
calendar year.

d. At all times during the Term (as defined below), You shall maintain residence in
Lagos, Nigeria, and shall not, without Companys prior written consent, perform
any Work from a location outside of Lagos, Nigeria.

3. Professional Qualifications, Obligations: Fellow shall be qualified to perform the Work,

and will actually perform the Work contemplated by this Agreement in accordance with
prevailing standards of professional performance and ethics in North America and
Nigeria, and in each of appurtenant Clients geographic regions, including standards of
performance not lower than the standard performance of top-tier employees specialized
in the provision of services similar to those described herein.

4. Term and Termination:

a. This Agreement shall remain in force for a fixed term of four years from the Start
Date hereof (the Term) unless terminated in accordance with the terms of this
Section.

b. During the first three months immediately following the State Date (the Trial
Period), either Party may terminate the Agreement for any reason or no reason
upon five days prior written notice. After the Trial Period, either Party may
terminate the Agreement for any reason or no reason upon thirty days prior
written notice.

c. Notwithstanding the provisions of Section 4(b), the Company may also terminate
the Agreement before the expiration of the four year term, on the grounds of

i. Gross Misconduct; or

ii. a Material Breach on Your part, that has not been cured within five days
of Your receipt of a notice from the Company, specifying the alleged
breach and intention to terminate, by giving You five days prior written
notice.

In this Agreement, the term Gross Misconduct means any wrongful, improper,
unlawful conduct and includes acts of vandalism, arson, theft, assault, deliberate
acts of violence or hostility to other employees, clients or customers of the
Company, intoxication from drinks or drugs, fighting or other forms of physical
abuse, deliberate or serious breaches of health and safety rules, gross
insubordination, proffering or accepting bribes, falsified claims of
reimbursements that are not previously agreed between the Company and
Employee, attempts to financially defraud the Company; falsification of
documents or other forms of misrepresentation, sexual assault, embezzlement,

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 open or covert hostility to employees on the grounds of race, marital status, sex
(including pregnancy), age, religion, belief, nationality, ethnic or national origin,
colour, disability or other unacceptable non-verbal conduct that denigrates a
person, propositions or pressure for sexual activity or offensive flirtations,
innuendo, lewd comments or abusive language which denigrates or ridicules ,
insults which are race related, or which relate to marital status, sex, age, religion
or belief, downloading pornography, displaying or disseminating pornographic or
sexually suggestive pictures, or the misuse of confidential information.

In this Agreement, the term Material Breach shall include, but not be limited
to: (i) Fellows Work is materially limited or restricted in any manner by the
Client; (ii) any of the Fellows references, questionnaires other documentation or
information provided to the Company from time to time is false; (iii) Fellow
performs, in Companys sole discretion, the Work in a materially negligent,
incompetent or inefficient manner, and Fellows performance of the Work does
not improve after the completion of a performance improvement programme; (iv)
Fellow engages in insolent or offensive conduct while performing the Work; (v)
Fellow represents the Company in an unprofessional manner on social media; (vi)
Fellow fails to comply with all Company policies and procedures, including but
not limited to the Companys computer policy, property policy and employee
interaction policy; (vii) Fellow is charged with a crime involving moral turpitude
or is convicted of or enters a plea of no contest to any crime; (viii) Fellow uses
illegal drugs; or (ix) Fellow causes material damage to Company assets or
engages in any act of fraud, embezzlement, theft or other similar act with respect
to the Company.

5. Consequences of Termination: In the event of termination, You shall return to the

Company all property and Confidential Information received from the Company. You
shall immediately cease using any passwords or other information provided by the
Company for access to the Companys or the Clients systems, and You shall return to
Company at Your own expense any equipment or software provided to You in
connection with the Work. Payment for Work will include the last day of Work. The
provisions of this Section, and Sections 9, 11, 12, 13, 14 and 15 shall survive termination
of this Agreement for any reason.

6. Fellow Reporting Requirements: You agree to provide upon request of the Company
professional references, or questionnaire responses or other documentation necessary for
or related to the Work. You agree to notify the Company in writing immediately of

a. any charge or conviction of any crime;

b. any legal claim asserted against You or settled or adjudicated by or on behalf of

You; or

c. the initiation of any disciplinary action or inquiry concerning You by any party or
entity or institution, including prior employers or contract counterparties.

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 7. Background Check: You agree to submit to a background check. You will be required to
execute authorizations for the Company to obtain consumer reports or investigative
consumer reports and use them in conducting background checks as a condition to your
employment. The Company may obtain background reports both pre-employment and
from time to time during your employment with the Company, as necessary.

8. Client Billing: The Company shall bill for and collect from the Clients all fees and other
compensation charged for your Work. You shall provide Company with all information
reasonably necessary to permit such billing in a timely and accurate manner.

9. Ownership of the Work Product and Inventions: You acknowledge that Your
performance of the Work will result in the creation of intellectual property and may result
in the creation of patentable inventions. You hereby, among other things, assign all Work
Product and Developments (as such term is defined in Exhibit D) to the Company and
agree to comply with the terms and conditions set forth on Exhibit D.

10. Fellow Representations: You represent that you are not bound by any employment
contract, restrictive covenant or other restriction preventing (or that purports to prevent)
you from entering into employment with or carrying out your responsibilities for the
Company, or which is in any way inconsistent with the terms of this Agreement.

11. Non-competition, Non-Solicitation, Non-Disparagement:

a. You hereby acknowledge and accept that part of Your compensation as set forth
in this Agreement is intended to induce You to agree to the restrictive covenants
set forth in this Section 11.

b. While You are employed by the Company and for a period of one year after
termination or cessation of such employment for any reason, other than a
termination or cessation by the Companys request, You will not directly or
indirectly:

i. in the geographical areas that You performed the Work or in which the
Client for whom you performed Work does business or has done business
at the time of Your termination, engage or assist others in engaging in any
business or enterprise (whether as owner, partner, officer, director,
employee, consultant, investor, lender or otherwise, except as the holder of
not more than 1% of the outstanding stock of a publicly-held company)
that conducts business activities identical or similar to the business of the
Company or otherwise competes with the Companys business, including
but not limited to businesses or enterprises that develop, manufacture,
market, license, sell or provide any product or service that competes with
any product or service developed, manufactured, marketed, licensed, sold
or provided, or planned to be developed, manufactured, marketed,
licensed, sold or provided, by the Company while You were employed by
the Company; or

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 ii. either alone or in association with others (a) solicit, induce or attempt to
induce, any employee or independent contractor of the Company to
terminate his or her employment or other engagement with the Company,
or (b) hire or recruit, or attempt to hire or recruit, or engage or attempt to
engage as an independent contractor, any person who was employed or
otherwise engaged by the Company at any time during the term of Your
employment with the Company; provided, that this clause (b) shall not
apply to the recruitment or hiring or other engagement of any individual
whose employment or other engagement with the Company has been
terminated for a period of six months or longer.

c. For a period of one year following termination of this Agreement, You shall
inform the Company of the identity and location of any entity to which You
provide any services as an employee or in any other capacity if that entity can be
reasonably considered to be a competitor to the Company.

d. For a period of two years following termination of this Agreement, either alone or
in association with others, solicit, divert or take away, or attempt to divert or take
away, the business or patronage of any of the actual or prospective Clients,
customers, accounts or business partners of the Company which were contacted,
solicited, or served by the Company during Your employment with the Company
and with whom You had personal dealings/involvement during Your employment
with the Company.

e. If You violate the provisions of any of the preceding paragraphs of this Section,
You shall continue to be bound by the restrictions set forth in such paragraph until
a period of, one year for violations of Section 11(b) and 11(c) and two years for
violations of Section 11(d), has expired without any violation of such provisions.

f. The Fellow understands and agrees that Fellow shall not make any false,
disparaging or derogatory statements (through any type of media) to any person or
entity, including, without limitation, any media outlet, industry group, financial
institution or current or former employee, consultant, client or customer of the
Company, regarding the Company or any of its directors, officers, employees,
agents or representatives or about the Companys business affairs or financial
condition.

12. Obligation of Confidentiality: You agree to handle Confidential Information in

accordance with Exhibit E to this Agreement.

13. No Contest: Fellow, in order to induce the Company to now contract hereunder,
expressly waives any action, lawsuit, or claim anywhere outside of Nigeria that would, if
successful, result actually or effectively in the payment of money damages or other items
of value by the Company or any of the Companys affiliates, and further that the bare act
of instituting such an action shall cause the forfeiture of any and all claims by Fellow
against the Company.

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 14. Access to Information

a. You acknowledge that during the course of your employment with the Company,
you would be required to disclose certain personal information about yourself and
your family including but not limited to information about the date and place of
birth, place of residence, marital status, spouses name and address, number of
children or dependents, state of origin, health risks, academic records and
qualifications, and previous employment history (Personal Information).

b. You hereby undertake to provide the Personal Information to the Company upon
request, and authorize the Company to deal with the Personal Information or any
part of it, in accordance with the Companys internal policies and guidelines as
may be communicated to you from time to time, or as set out in the employees
handbook as amended or modified from time to time.

15. Miscellaneous

a. Limitation of Liability: The Company shall not be liable for, nor shall any
measure of damages include, any indirect, incidental, special, exemplary, punitive
or consequential damages or amounts for loss of income, profits or savings, loss
of data arising out of or relating to its performance or failure to perform under this
Agreement, even if the Company has been advised of the possibility of such
damages or loss, provided that such disclaimer or exculpations of liability shall
not apply to claims related to (a) Confidential Information under this Agreement
or (b) a Companys gross negligence, willful misconduct or fraud.

b. Force Majeure: Neither Party shall be responsible for any damages, delay in
performance or failure to perform by Fellow or Company, if caused by a Force
Majeure Event provided that where either Party is aware of the likelihood of a
Force Majeure Event occurring and of its effect on that Partys ability to perform
its obligations under this Contract, the said Party shall notify the other Party as
soon as it becomes so aware and the Parties shall agree on how best to meet their
respective obligations under this Agreement in the circumstances. Failure of the
Party aware of the potential Force Majeure Event to notify the other Party shall
prevent it from seeking to rely on the provisions of this Section. If upon the
occurrence of a Force Majeure Event, a Party is prevented from performing its
obligations under this Agreement such Party shall inform the other Party in
writing within 72 hours of the Force Majeure Event and the affected Party shall
do all things reasonably possible to abate the event Force Majeure Event and shall
resume performance as soon as such Force Majeure Event has abated. If a Force
Majeure Event lasts for more than 90 consecutive days after the initial notice of
such event was issued pursuant to this Section, the Parties shall consult in good
faith to enable continued performance under this Agreement. If the Parties cannot
agree within seven days following commencement of good faith consultations,
either Party may immediately terminate this Agreement without penalty.

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 c. Assignment: Company may, in its sole discretion, assign this Agreement to any
entity that succeeds to some or all of the business of Company through merger,
consolidation, or sale of some or all of the assets of Company, or any similar
transaction. Fellow acknowledges that the services to be rendered to Company are
unique and personal and therefore Fellow may not assign any rights or obligations
under this Agreement.

d. Waiver: No delay or omission by the Company in exercising any right under this
Agreement will operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion is effective only in that
instance and will not be construed as a bar to or waiver of any right on any other
occasion.

e. Severability: In case any provision of this Agreement shall be invalid, illegal or

otherwise unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.

f. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of Nigeria without reference to the conflict of law
provisions thereof. Any action, suit, or other legal proceeding which is
commenced to resolve any matter arising under or relating to any provision of this
Agreement shall be commenced only in a court located within Nigeria and the
Company and the Fellow each consents to the jurisdiction of such a court. If
either Party hereto incurs any legal fees to enforce this Agreement, it is agreed
that the prevailing Party shall be entitled to payment of reasonable legal fees,
expert witness fees, and all associated costs, including costs and fees on appeal,
such fees and costs to be paid directly and entirely by the unsuccessful or non-
prevailing Party.

g. Counterparts: This Agreement may be executed by electronic or facsimile

signature, and by either of the parties in counterparts, each of which shall be
deemed to be an original, but all such counterparts shall constitute one and a
single instrument.

h. Notices: All notices and other communications required or permitted under this
Agreement shall be deemed to have been duly given and made if in writing and if
served either by personal delivery to the Party for whom intended (which shall
include delivery by reputable courier such as UPS, DHL, FedEx or similar
service) or three (3) Business Days after being deposited, postage prepaid,
certified or registered mail, return receipt requested with the relevant mail carrier
bearing the address shown in this Agreement for, or such other address as may be
designated in writing hereafter by, such Party.

i. Equitable Relief: The parties acknowledge that their remedies at law for any
breach or threatened breach of this Agreement may be inadequate. Therefore, a
Party shall be entitled to seek injunctive and other equitable relief restraining a
Party from violating this Agreement, in addition to any other remedies that may

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 be available to it under this Agreement or applicable law. Nothing herein shall be
construed as prohibiting Company from pursuing all or any other remedy
available at law or equity, including the recovery of damages from Fellow.

j. Entire Agreement; Amendment: This Agreement supersedes all prior agreements,

written or oral, between the Fellow and the Company relating to the subject
matter of this Agreement. Fellow acknowledges that any compensation owed for
services performed prior to the date of this Agreement shall be waived or included
as compensation under the present Agreement. This Agreement may not be
modified, changed or discharged in whole or in part, except by an agreement in
writing signed by the Fellow and the Company. The Fellow agrees that any
change or changes in the Fellows duties following a promotion, or which are
required to address the demands of the business operations, or the capabilities and
performances of the Fellow, or any change in the salary or compensation after the
signing of this Agreement shall not affect the validity or scope of this Agreement.
Provided however that the Company may only reduce the gross salary, with the
Fellows prior written consent.

k. Right to Counsel: Fellow has enjoyed the full opportunity to have this Agreement
reviewed or revised by an attorney of his choosing at his sole expense, and has
either exercised or expressly waived that right.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective
Date.

Fellow: For Employer (Andela Talent Accelerator):

Name: Name:

Signature: Signature:

Date: Date:

[Signature Page to Andela Fellows Employment Agreement]

 Exhibit A

Definitions

Business Day means a day, except a Saturday, Sunday or Public Holiday on which banks in
Lagos, Nigeria are open for business.

Client means a third party that contracts Andela to provide it, or one or more affiliates, with
development services.

Confidential Information means all information and know-how, whether or not in writing, of
a private, secret or confidential nature concerning the Companys or any of its business or
financial affairs. By way of illustration, but not limitation, Confidential Information may include
discoveries, ideas, inventions, products, product improvements, product enhancements,
processes, methods, techniques, formulas, compositions, compounds, negotiation strategies and
positions, projects, developments, plans (including business and marketing plans), research data,
clinical data, financial data (including sales costs, profits, pricing methods), personnel data,
computer programs (including software used pursuant to a license agreement), customer,
prospect and supplier lists, and contacts at or knowledge of Clients or prospective Clients of the
Company. Confidential Information shall also include, but not be limited to, third party
information of the type described above that is provided by a Client to the Company or to the
Fellow in connection with the Work. Confidential Information shall not include any information
which becomes generally available to the public other than as a result of a disclosure by or
wrongful act of the Fellow.

Force Majeure Event means embargoes, changes in government regulations or requirements

(executive, legislative, judicial, military or otherwise), acts of war or terrorism, power failure,
electrical surges or current fluctuations, lightning, earthquake, flood, the elements or other forces
of nature, delays or failures of transportation, or acts or omissions of telecommunications
common carriers.

Public Holiday means a day declared by the Federal Government of Nigeria as a work-free
day.

Work means the computer programming development services and other activities assigned to
and performed by the Fellow, including those activities set out on Exhibit C of this Agreement,
as updated from time to time.

Work Product means all tangible results of work, and all programs, analysis, reports, systems,
data, plans, specifications and materials, including but not limited to, images, graphic user
interface, source or object code, and any documentation and notes associated with the Work, in
whatever form, produced or created by or for Fellow as a result of, or related to, performance of
the Work.

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 Exhibit B

Compensation

Pay Rate: Fellow will be paid the gross salary of Naira [enter monthly salary] monthly,
inclusive of all applicable taxes, pension contributions, national housing fund contributions and
all other deductions or withholding pursuant to any law or requirement of any governmental
body relating to Fellow. Such gross salary may be adjusted from time to time in the sole
discretion of the Company in accordance with Fellows performance, ability to take on
responsibilities, technical skill and customer satisfaction. Provided however that the Company
may only reduce the gross salary, with the Fellows prior written consent.

Payment: Payments shall be delivered by electronic funds transfer or Automated Clearing House
(ACH) unless otherwise agreed in writing between Company and Fellow.

Hours: Fellow will work on a full-time basis of forty hours per week.

Savings Plan: The Company shall arrange for $100 to be deposited monthly into a savings
account to benefit the Fellow (the Savings Plan). The Savings Plan will be supplemented with
$200 after the end of the Term. Fellow will receive the proceeds of the Savings Plan after the
Term provided that the Fellow remains employed by the Company.

Expenses: Expense reimbursement will be as according to Company expense policy, as

amended from time to time.

Start Date: Fellows Start Date is [enter start date].

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 Exhibit C

The Work

Duties and responsibilities of the Work will be as designated by the Company, with an initial
focus on software development and consulting including but not limited to:

Working with Client application and product development teams.

Implementing software solutions using web and mobile technologies.

Assisting in designing architecture of solutions using third-party application program

interfaces, services and software libraries.

Seeking and assessing new technology solutions to challenges identified by Client.

Engaging in ongoing training and professional development as directed by Company.

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 Exhibit D

Ownership Of The Work Product and Inventions

Except as otherwise provided by and between Company and the Client, Fellow agrees as
follows.

1. The Fellow has attached hereto, as Schedule A, a list describing all discoveries, ideas,
inventions, improvements, enhancements, processes, methods, techniques, developments,
software, and works of authorship, whether patentable or not, which were created, made,
conceived or reduced to practice by the Fellow prior to the Fellows Service and which are
owned by Fellow, which relate directly or indirectly to the current or anticipated future
business of the Company, and which are not assigned to the Company hereunder
(collectively, Prior Developments); or, if no such list is attached, Fellow represents that
there are no Prior Developments. Fellow agrees not to incorporate any Prior Developments
into any Company or Client product, material, process or service without prior written
consent of an officer of the Company. If Fellow does incorporate any Prior Development
into any Company or Client product, material, process or service, Fellow hereby grants to the
Company and Client a non-exclusive, worldwide, perpetual, transferable, irrevocable,
royalty-free, fully-paid right and license to make, have made, use, offer for sale, sell, import,
reproduce, modify, prepare derivative works, display, perform, transmit, distribute and
otherwise exploit such Prior Development and to practice any method related thereto.

2. The Fellow will make full and prompt disclosure to the Company of all discoveries, ideas,
inventions, improvements, enhancements, processes, methods, techniques, developments,
software, and works of authorship, whether patentable or not, (a) which have been created,
made, conceived or reduced to practice by the Fellow or under Fellows direction or jointly
with others prior to the date hereof and which relate directly or indirectly to the business of
the Company or Client, or (b) which are created, made, conceived or reduced to practice by
the Fellow or under the Fellows direction or jointly with others during the Fellows Service,
whether or not during normal working hours or on the premises of the Company (all of which
are collectively referred to in this Agreement as Developments). The Fellow
acknowledges that each original work of authorship which is made by the Fellow (solely or
jointly with others) within the scope of and during the period of Fellows Service and which
is protectable by copyright is a work made for hire. A work made for hire is a work
prepared by an employee within the scope of his or her employment. Such works made for
hire inure to the benefit of and are owned by the Company.

3. The Fellow agrees to assign and does hereby assign to the Company (or any person or entity
designated by the Company) all the Fellows right, title and interest in and to all
Developments (other than Prior Developments listed on Schedule A, if any) and all related
patents, patent applications, copyrights and copyright applications. However, this
paragraph 3 shall not apply to Developments described in clause 2(b) above which do not
relate to the business or research and development conducted or planned to be conducted by
the Company or the Client at the time such Development is created, made, conceived or
reduced to practice and which are made and conceived by the Fellow not during normal
working hours, not on the Companys or Clients premises and not using the Companys or

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 Clients tools, devices, equipment or Proprietary Information. The Fellow understands that,
to the extent this Agreement shall be construed in accordance with the laws of any state
which precludes a requirement in an employee agreement to assign certain classes of
inventions made by an employee, this paragraph 3 shall be interpreted not to apply to any
invention which a court rules or the Company agrees falls within such classes. .

4. The Fellow agrees to assign and hereby does assign to the Company (or any person or entity
designated by the Company) all of the Fellows right, title and interest in and to all Work
Product.

5. The Employee agrees to cooperate fully with the Company or the Client, both during and
after the Fellows Service, with respect to the procurement, maintenance and enforcement of
copyrights, patents and other intellectual property rights (both in the United States and
foreign countries) relating to Developments. The Fellow shall sign all papers, including,
without limitation, copyright applications, patent applications, declarations, oaths, formal
assignments, assignments of priority rights, and powers of attorney, which the Company or
Client may deem necessary or desirable in order to protect its rights and interests in any
Development. The Fellow further agrees that if the Company or Client is unable, after
reasonable effort, to secure the signature of the Fellow on any such papers, any executive
officer of the Company shall be entitled to execute any such papers as the agent and the
attorney-in-fact of the Fellow, and the Fellow hereby irrevocably designates and appoints
each executive officer of the Company as the Fellows agent and attorney-in-fact to execute
any such papers on the Fellows behalf, and to take any and all actions as the Company may
deem necessary or desirable in order to protect its rights and interests in any Development,
under the conditions described in this sentence

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 Schedule A

Prior Developments

LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED

UNDER EXHIBIT D

Title Date Identifying Number or Brief Description

Except as indicated above on this Schedule A, I have no Prior Developments to disclose pursuant
to Exhibit D of this Agreement.

FELLOW:

By:
Name:

[Signature Page to Schedule A]

 Exhibit E

Confidential Information

Obligation of Confidentiality

a. You agree that all files, documents, letters, memoranda, reports, records, data,
sketches, drawings, models, laboratory notebooks, program listings, computer
equipment or devices, computer programs or other written, photographic, or other
tangible or intangible material containing Confidential Information, whether
created by You or others, which come into Your custody or possession, shall be
and are the exclusive property of the Company to be used by You only in the
performance of Your duties for the Company and shall not be copied or removed
from the Company premises except in the pursuit of the business of the Company.
All such materials or copies thereof and all tangible property of the Company in
Your custody or possession shall be delivered to the Company, upon the earlier of
(i) a request by the Company or (ii) termination of Your employment for any
reason. After such delivery, You shall not retain any such materials or copies
thereof or any such tangible property.

b. You agree that Your obligation not to disclose or to use information and materials
of the types set forth in paragraph (a) above, and Your obligation to return
materials and tangible property, set forth in paragraph (a) above, also extends to
such types of information, materials and tangible property of Clients or other third
parties who may have disclosed or entrusted the same to the Company or to You
in the course of the Work or otherwise.

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