For this assignment, I want you to act as a legal advisor to your client, John Doe. John has been given the

attached contract from his employer, ABC Company. ABC Company wants John to enter into this contract,

but John has some concerns, as such, he has turned to you for advice. I would like for you to redline and

"issue spot" this contract using track changes for John. I want you to make changes where you see fit or

add comments that highlight a risk.

Further, make memo or letter or somehow determine how you want to advise John as it

relates to your redlines. In this writing you should explain the intent and reason for your redlines. You also

need to outline the risk profile and where you think risk lies for John. Finally, I want you to make a

recommendation to John on what you advise he should do related to the agreement

Contract This Non-Disclosure and Confidentiality Agreement ("Agreement") is being made between John Smith ("You") located at [Street Address, City, State] and ABC Company ("The Company"). [Employee Name] and ABC Company may also be referred to as "Party" or together as the "Parties". IN CONSIDERATION OF The Company hiring and paying You for your past work, You agree to the following: 1. Confidential Information The confidential information ("Confidential Information") includes any and all information that is not known by the general public or not reasonably known by the general public, whether it is in tangible form or intangible form, and through whatever means it is disclosed. 2. Use of Confidential Information The Company trusted You with our biggest secrets. You agree to keep the Confidential Information completely confidential. You attest that You treated the Confidential Information with exceptional care and will exercise caution to prevent disclosing the Confidential Information to others, even your very best friend or spouse. If You lose or fail to maintain the confidentiality of any Confidential Information, You must notify The Company immediately, but no less than four (4) hours from when you know or should have known knew that it was compromised. You must also take any and all steps necessary to recover the Confidential Information and prevent further unauthorized use. if You are required by law to disclose Confidential Information, You must notify The Company of your legal requirement to disclose within three (3) business days of learning of the requirement. Notices must be made in accordance with Section 8 of this Agreement. 3. Ownership and Title Nothing in this Agreement will convey a right, title, interest, or license in the Confidential Information to You. The Confidential Information will remain the exclusive property of The Company. 4. Return of Confidential Information When You are no longer employed by The Company, or upon any request of The Company, You must return all tangible materials You have that embody the Confidential Information, including all electronic and hard copies within twenty-four (24) hours/immediately. This includes, but is not limited to. any notes, memos, drawings, doodles, summaries, excerpts and anything else You have that is derived from the Confidential Information. 5. Term and Termination This Agreement will remain in effect beginning on the Effective Date and will continue until You are no longer employed by The Company. Your obligation to hold in confidence the Confidential Information will remain in effect indefinitely. 6. Remedies The Parties agree the Confidential Information is unique in nature and money damages will not adequately remedy the irreparable injury breach of this Agreement may cause The Company. In theevent of a breach of this Agreement. The Company is entitled to seek disciplinary action, up to and including termination. The Company may also seek injunclive relief, as well as any other remedies that are available in law and equity. 7. Indemnification. You shall indemnify and hold harmless Company from any and all third-party claims, losses and actions, including all costs and reasonable attorney fees, caused by any and all actions or omissions by You. This obligation survives the term of this Agreement. General a. Amendments. This Agreement may be modified in the sole discretion of Company at any time. The terms of this Agreement will apply to any amendment made unless otherwise stated in the amendment. b. Assignment. You may not assign the responsibilities they have under this Agreement to anyone else. c. Choice of Law. This Agreement will be interpreted based on the laws of the State of Delaware, regardless of any conflict of law issues that may arise. The Parties agree that any dispute arising from this Agreement will be resolved at a court of competent jurisdiction located in the State of Delaware. d. Complete Contract. This Agreement constitutes the Parties entire understanding of their rights and obligations. This Agreement supersedes any other written or verbal communications between the Parties. e. Disclaimer. Everyone makes mistakes, including us. The Company does not represent or warrant the Confidential Information is correct and accurate or complete. f. Relationship of Parties. This Agreement does not create a joint venture, partnership, or agency relationship between the Parties. g. Severability. If any section of this Agreement is found to be invalid, illegal, or unenforceable. the rest of this Agreement will still be enforceable. h. Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing. If any provision, right, or obligation is waved, it's only waived to the extent agreed to in writing. 8. Notices All notices under this Agreement must be sent by email with return confirmation of receipt, or certified or registered mail with return receipt requested. Notices should be sent to: John Doe ABC Company John Doe Jane Smith, Administrative Assistant E 123 Any Street 456 Main Street Detroit, Michigan 48201 Detroit, Michigan 48226