MATADOR LLC EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT

This Agreement is made by and between Matador LLC (Company) and ______________ _____________________ (hereinafter called Employee). Company and Employee agree as follows: 1. meanings: Definitions: As used in this Agreement, the following terms have the following

A. Inventions. Inventions means all discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research, techniques, and technical data (whether or not patentable or registrable under patent, copyright or similar statutes and including all rights to obtain, register, perfect, and enforce those proprietary interests) that are related to or useful in Companys present or future business or result from use of property owned, leased, or contracted for by Company. Inventions also includes anything that derives actual or potential economic value from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use. B. Proprietary Information. Proprietary Information means information (a) that is not known by actual or potential competitors of Company or is generally unavailable to the public, (b) that has been created, discovered, developed, or otherwise become known to Company, or in which property rights have been assigned or otherwise conveyed to Company, and (c) that has material economic value to Companys present or future business. Proprietary Information includes trade secrets (as defined under South Dakota Codified Laws 37-29-1 et al.) and all other discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research, technical data, customer and supplier lists, customer contacts and preferences, and any modifications or enhancements of any of the foregoing, and all program, marketing, sales, personnel, or other financial or business information disclosed to Employee by Company, either directly or indirectly, in writing or orally or by drawings or observation, which has actual or potential economic value to Company. C. Rights. Rights means all patents, trademarks, service marks and copyrights, and other rights pertaining to Proprietary Information, Inventions, or both. 2. Duty of Trust and Confidentiality. Employees employment with Company (the Employment) creates a duty of trust and confidentiality to Company with respect to the Proprietary Information, Inventions, or any other information: (1) Related, applicable, or useful to the business of Company, including its anticipated research and development; or (2) Resulting from tasks assigned to Employee by Company; or (3) Resulting from the use of equipment, supplies, or facilities owned, leased, or contracted for by Company; or (4) Related, applicable, or useful to the business of any of Companys clients or customers, which may be made known to Employee by
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Company or by such client or customer, or learned by Employee during the course of his/her employment. 3. Nondisclosure of Proprietary Information. At all times, both during employment and after cessation of employment, whether cessation is voluntary or involuntary: (1) Employee will keep in strictest confidence and trust all Proprietary Information; and (2) Employee will not disclose, use, or induce or assist in the use or disclosure of any Proprietary Information or Rights without Companys prior express written consent, except as may be necessary in the ordinary course of performing Employees job duties for Company. In addition to the foregoing, Employee agrees to promptly advise Company if Employee learns of any unauthorized release or use of Companys Proprietary Information, and Employee will take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining, or being furnished with any Proprietary Information. 4. Confidential and Proprietary Information of Third Parties. Company has received and in the future will receive from third parties their confidential or proprietary information including, but not limited to, medical records, subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees to hold all such confidential or proprietary information in strictest confidence, and will not disclose, use, or induce or assist in the use or disclosure of any such confidential or proprietary information without Companys prior express written consent, except as may be necessary in the ordinary course of performing Employees job duties for Company, consistent with its agreement with such third party. 5. Assignment of Proprietary Information and Inventions. All Proprietary Information and Inventions shall be the sole property of Company and its assigns, and Company and its assigns shall be the sole owner of all Rights. Employee assigns to Company all Rights that Employee may have or acquire and any other rights Employee may have pertaining to any Proprietary Information and/or Inventions. 6. Property Right Registrations; Execution of Necessary Documents. Employee will assist Company or any person designated by Company in every proper way (but at Companys expense) to obtain and from time to time enforce the Rights, including registrations and applications for patents, copyrights, or other intellectual property rights, in any and all countries. To this end, Employee will execute all documents for use in applying for, registering, obtaining, and enforcing the Rights as Company may desire, together with any assignments of the Rights to Company or persons designated by it. Employees obligation to assist Company or any person designated by it in obtaining and enforcing the Rights shall continue beyond the cessation of employment, whether voluntary or involuntary. If Company is unable, after reasonable efforts, to secure Employees signature on any document or documents needed to apply for or enforce any Rights, whether because of Employees physical or mental incapacity or for any other reason whatsoever, Employee irrevocably designates and appoints Company and its duly authorized officers and agents as Employees agents and attorneys-in-fact to act for and on behalf of Employee in the execution and filing of any such application and in furthering the application for and enforcement of any Rights, with the same legal force and effect as if such acts were performed by Employee. Employee acknowledges that all original works of authorship which are made by Employee (solely or jointly
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with others) within the scope of Employment and which can be protected by copyright, are works for hire, as that term is defined in the United States Copyright Act. 7. Exception to Assignment of Inventions. Any provision in this Agreement requiring Employee to assign Employees rights in all inventions shall not apply to any Invention whose assignment to the Company pursuant to this Agreement would be expressly prohibited by a specifically applicable state law, regulation, rule or public policy of the State of South Dakota. 8. Disclosure of Inventions and Maintenance of Records. Employee will promptly disclose to Company all discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research, and technical data, whether or not patentable or registrable under patent, copyright or similar statutes or reduced to practice, made or conceived or reduced to practice or learned by Employee, either alone or jointly with others during the period of Employment, for the purpose of permitting Company to determine whether they constitute Inventions. Company will receive such disclosures in confidence. To facilitate the complete and accurate disclosures described above, Employee shall maintain complete written records of all Inventions and all work, study, and investigation done by Employee during Employment, which records shall be Companys property. 9. Inventions Retained by Employee. Employee has listed in Exhibit A all inventions or improvements relevant to the subject matter of Employment that have been made or conceived of or first reduced to practice by Employee alone or jointly with others before Employment and that are excluded from the operation of this Agreement. This list includes all unpatented but potentially patentable ideas and inventions conceived prior to Employment which have not been assigned to a former employer. Employee represents and warrants that the list is complete. If no such list is attached, Employee represents that there are no Prior Inventions. Employee agrees not to allow any Prior Invention to be incorporated into any product, process, technology or machine of the Company. If in the course of my employment with the Company, Employee incorporates into a Company product, process, technology or machine a Prior Invention, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, modify, make derivative works of, use, sell and otherwise distribute or exploit such Prior Invention as part of or in connection with such product, process, technology or machine. 10. Conflicting Employment; Business Opportunities During the Period of Employment. Employee will not directly or indirectly engage in any employment, occupation, consulting arrangement, or other business activity in competition with Company or which interferes with Employees duties as an employee of Company. Employee will not engage in any business enterprise that would be in competition with Company. Employee shall promptly disclose to Companys appropriate corporate officers or directors all business opportunities that are (i) presented to Employee in Employees capacity as an officer or employee of Company, and (ii) of a similar nature to the type of business Company currently engages in or has expressed an interest in engaging in the future. Employee will not usurp or take advantage of any such business opportunity without first offering such opportunity to Company.

11.

Returning of Company Documents and Other Tangible Items. On termination of

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Employment for whatever reason, whether with or without cause, Employee will not take or allow any third party to take, and Employee will deliver to Company, all original copies and all reproductions of Proprietary Information, including devices, records, sketches, reports, notebooks, proposals, lists, correspondence, equipment, documents, computer diskettes and hard drives, photographs, negatives, undeveloped film, notes, drawings, specifications, tape recordings or other electronic recordings, programs, data, customer lists, or other materials or property of any nature belonging to Company or pertaining to Employees work with Company. Employee recognizes that the unauthorized taking of any Proprietary Information is illegal and may result in liability under State and Federal law. 12. Covenant Not to Compete. Employee shall not at any time within a one (1) year period immediately following termination of employment for any reason whether with or without cause (the "Restricted Period"), have any ownership interest (of record or beneficial) in or have any interest as an employee, salesperson, consultant, partner, officer or director in, or otherwise aid or assist in any manner (i) any firm, corporation, partnership, proprietorship or other business, so long as Company, or any successor in interest of Company to the business and goodwill of Company, remains engaged in business in any such county, city or part thereof or continues to solicit customers or potential customers therein provided, however, that Employee may own, directly or indirectly, solely as an investment, securities of any person which are traded on any national securities exchange if such Shareholder (i) is not a controlling person of, or a member of a group which controls, such person or (ii) does not, directly or indirectly own one percent or more of any class of securities of such person. For purposes of this Paragraph the business activities which may not be engaged in during the Restricted Period by Employee or by any firm, corporation, partnership, proprietorship or other business in which Employee has any interest. 13. Solicitation of Business. During the Restricted Period, Employee shall not solicit or assist any other person to solicit any business (other than for Company) from any present or past customer of Company; or request or advise any present or future customer of Company to withdraw, curtail or cancel its business dealings with Company; or commit any other act or assist others to commit any other act which might injure the business of Company. 14. Employees. During the Restricted Period, Employee shall not directly or indirectly (i) solicit or encourage any employee of Company to leave the employ of Company or (ii) hire any employee who has left the employ of Company if such hiring is proposed to occur within one year after the termination of such employee's employment with the Company. 15. Termination of Employment; Reaffirmation of Obligations. The terms and conditions of this Agreement shall continue to apply to any period after termination of Employment, for whatever reason, and to any period during which Employee performs services for Company as a consultant or independent contractor, if any. On termination of Employment, Employee will attend an exit interview and sign and deliver the Termination Certificate attached to this Agreement as Exhibit "B. Employees failure to sign the Termination Certificate, however, will not affect Employees obligations under this Agreement. 16. At-Will Employment. Nothing in this Agreement obligates Company to continue to employ Employee. Notwithstanding the provisions of this Agreement, employment with Company
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is at-will and may be terminated at any time, with or without cause and with or without prior notice. 17. Equitable Remedies. Employee expressly acknowledges and agrees that irreparable injury will result to Company from Employees violation of any of the terms of this Agreement. Employee expressly agrees that Company will be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation. 18. Choice of Law. This Agreement and any dispute arising from the relationship between the parties to this Agreement shall be governed by and construed under and according to South Dakota law. 19. Enforceability and Severability. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, shall not be affected. Any action brought by either party shall be brought in the Superior Court of the County of Pennington. 20. No Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver by Company of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. Entire Agreement. This Agreement and the exhibits referred to in this Agreement constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both Employee and the General Manager of Company. 22. Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to this Agreement and their respective heirs, executors, assigns and administrators. 23. Notices. Any and all notices required under this Agreement shall be mailed to the addresses as follows, unless another address is provided in witting to the other party: MATADOR LLC. Attn: Rob Crandall 1660 Deadwood Ave. Rapid City, SD 57702
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Signed on behalf of Company and Employee this ____ day of __________, 2012.

MATADOR LLC

By: _____________________________ Rob Crandall, President

EMPLOYEE ____________________________________ ____________________________________ [Print Name Above]

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EXHIBIT A

The following is a complete list of all inventions or improvement relevant to the subject matter of my Employment with COMPANY that have been made or conceived of or first reduced to practice by me, alone or jointly with others, before Employment with the COMPANY:

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EXHIBIT B TERMINATION CERTIFICATE

1. When I signed the attached Employee Proprietary Information and Assignment of Invention Agreement (the Agreement), I read and understood the terms of the Agreement. I have now reviewed the Agreement again as part of my exit interview and fully understand the terms of the Agreement and my continuing obligations under the Agreement. 2. I have fully complied with the terms of the Agreement, including (a) the disclosure and assignment to COMPANY of any Inventions (as defined in the Agreement) covered by the Agreement, and (b) the return of any documents and other tangible materials of any nature pertaining to my employment with COMPANY, including all Proprietary Information (as defined in the Agreement). 3. I acknowledge and agree to comply with my continuing obligations under the Agreement, including my obligation not to use for personal benefit or disclose to others any Proprietary Information.

DATED: _______________________

_______________________________ Signature of Employee

WITNESSED:

_________________________________ Signature of Witness

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