NON-COMPETITION & CONFIDENTIALITY AGREEMENT – Outside Processing Services

            THIS NON-COMPETITION & CONFIDENTIALITY AGREEMENT (“Agreement”), made as of the contract date, by and between REYNOLDS SERVICES, INC., a Pennsylvania business corporation, with its principal place of business at 860 Brentwood Drive, Greenville, Pennsylvania 16125, on behalf of itself and all its Affiliates (“Reynolds Services”), and Company Name (“Company”). Reynolds Services and Company are sometimes hereinafter collectively referred to as the “Parties,” or individually as a “Party.” For purposes of this Agreement, the “Affiliates” of Reynolds Services shall include all affiliates of Reynolds Services, Inc.

RECITALS

<![if !supportLists]>A. <![endif]>Company is a competitor of Reynolds Services, and (ii) is and has been in the business of providing processing services in the tin mill industry.

<![if !supportLists]>B. <![endif]>The Parties desire that Company provide outside processing services to Reynolds Services with respect to certain confidential customers of Reynolds Services (“Outside Processing Services”).

<![if !supportLists]>C. <![endif]>In connection with the Outside Processing Services, Reynolds Services from time to time shall contract with its confidential customer(s), including confidential customer Customer Name, to whom Company provides no direct or indirect contractual services of any kind or nature whatsoever, and to whom Reynolds Services provides direct exclusive contractual services (“Reynolds Services Confidential Customers”).

<![if !supportLists]>D. <![endif]>The Parties desire that Reynolds Services contract with Company in providing Outside Processing Services, including for Reynolds Services Confidential Customers, provided that Company, directly or indirectly, (i) does not disclose “Confidential Information” (as defined below) of Reynolds Services and/or of the Reynolds Services Confidential Customers, (ii) does not divert business of such Reynolds Services Confidential Customers away from Reynolds Services, and (iii) does not compete and/or interfere with the business relationships of Reynolds Services with the Reynolds Services Confidential Customers.

            NOW, THEREFORE, in consideration of the foregoing Recitals, incorporated herein and made a part hereof, as if fully restated herein, and in consideration of the covenants hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

<![if !supportLists]>1. <![endif]>Company hereby agrees:

                        (i) using the same degree of care that it uses in protecting its own Confidential Information, which shall be no less than reasonable, to maintain secret and not to directly or indirectly disclose to any third party any Confidential Information of either Reynolds Services or any of the Reynolds Services Confidential Customers; and

            (ii) not to directly or indirectly divert or attempt to divert business of Reynolds Services away from Reynolds Services to any person in any manner whatsoever, including, without limitation, directly or indirectly diverting or attempting to divert the Reynolds Services Confidential Customer business of Reynolds Services which is the subject of the Outside Processing Services between Reynolds Services and Company, regardless of whether the subject Reynolds Services Confidential Customer directly or indirectly solicits Company; and

            (iii) not to directly or indirectly compete and/or interfere with or attempt to compete and/or interfere with the business relationships of Reynolds Services with any of the Reynolds Services Confidential Customers in any manner whatsoever, including, without limitation, directly or indirectly competing and/or interfereing with or attempting to compete and/or interefere with the Reynolds Services Confidential Customer business relationship of Reynolds Services which is the subject of the Outside Processing Services between Reynolds Services and Company, regardless of whether the subject Reynolds Services Confidential Customer directly or indirectly solicits Company.

The term “Confidential Information” means any or all communications or information, including, but not limited to concepts, ideas, know-how, processes, techniques, data classification techniques, data structures, technology, features and enhancements to software, business information, business plans, technical information, financial information, sketches, models, samples, computer programs and documentation, drawings, specifications, data, and databases, whether conveyed in oral, written, graphic, or electronic form or otherwise that is confidential and proprietary.  Confidential Information shall be deemed to include any and all documents, analyses, data, reports and other materials containing or embodying any of the said communications or information.

 The term “person” as used in this Agreement shall be interpreted broadly to include without limitation any individual, corporation, company, partnership or other entity.

The Parties hereby acknowledge and agree that the restrictions set forth in this Agreement, including, without limitation, the restrictions set forth in this Paragraph 1, are reasonable and necessary to protect Reynolds Services legitimate business interests.

2.         Company hereby agrees to indemnify and hold Reynolds Services harmless from and against any and all liability and expense of any kind, including legal costs and reasonable attorneys’ fees, arising from any breach or threatened breach of this Agreement by Company.

3.         All additions or modifications to this Agreement must be made in writing signed by both the Parties.  Any consent or waiver of compliance with any provision of this Agreement shall be effective only if in writing and signed by the Party purported to be bound thereby, and then such consent or waiver shall be effective only in the specific instance and for the specific purpose for which given.  No failure or delay by a Party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other exercise of any other right, power or privilege hereunder.

4.         Company hereby acknowledges and agrees that Reynolds Services business relationship with the Reynolds Services Confidential Customers is such that Reynolds Services could not be compensated fully by money damages for breach of Company’s obligations hereunder.  In the event of such breach, Reynolds Services shall, in addition to any other rights or remedies available at law or equity, including, without limitation, loss of profits, special, consequential and punitive damages, be entitled to such equitable relief as is appropriate, including without limitation an injunction to be issued by any court of competent jurisdiction enjoining and restraining Company from committing any breach of its obligations hereunder, and Company hereby consents to the issuance of such an injunction or other equitable relief.

5.         The restrictive obligations of Company imposed in this Agreement shall be retroactive to the initial exchange of Outside Processing Services between the Parties, and shall continue indefinitely from the date of this Agreement.

6.         This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any such laws relating to choice or conflicts of laws, and shall be binding upon and inure to the benefit of the successors and assigns of the Parties.  In the event any provision of this Agreement shall be held by a court of competent jurisdictions to be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law.

7.         Any action or proceeding seeking to enforce any provision of, or based upon any right arising out of, this Agreement may be brought by Reynolds Services against Company in the Court of Common Pleas, Commonwealth of Pennsylvania, County of Mercer, and each of the Parties hereby consents to the jurisdiction of such court (and of the appropriate appellate courts) in any such action or proceeding, and hereby waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on Company anywhere in the world. Each of the Parties hereby waives any requirement for Reynolds Services to prove the economic value of any Reynolds Services Confidential Customer or post a bond or other security in connection with the enforcement of its rights under this Agreement.

8.         This Agreement constitutes the entire agreement of the Parties hereto concerning the subject matter hereof and supersedes any prior oral or written understandings pertaining to the subject matter of this Agreement.

9.         Nothing contained in this Agreement shall be deemed or construed to create the relationship of partnership, association, principal and agent, or joint venture among the Parties.

10.       This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement the day and year first above written.

Reynolds Services, Inc.                                             Company Name

By: ___________________________                       By:___________________________                    John R. Frangakis, CEO                                            (Name / Title)