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CONFIDENTIALITY/NON-COMPETE AGREEMENT

For Use In All States EXCEPT:

California, Colorado, District of Columbia, Illinois, Massachusetts, and Washington THIS AGREEMENT is made by and between Terminix Global Holdings, Inc., a Delaware corporation with its principal place of business in Memphis, Tennessee, together with its general partners, limited partners, parents, subsidiaries, divisions, affiliated entities, successors and assigns, now owned or hereafter acquired, (collectively “Terminix” or “the Company") and the undersigned employee (“Employee”). WITNESSETH

Terminix is engaged in highly competitive businesses that provide services and products to customers, in a form and manner acceptable to the specific customer, which is unique to each property, the knowledge of which is a valuable proprietary asset of Terminix; Employee is employed by, or has been offered employment with, Terminix in a capacity that will enable Employee to develop valuable relationships and goodwill with the Company’s customers and/or have access to Terminix’s valuable Confidential Information, which Terminix has invested (and will invest) substantial time, money and effort in developing and thus has a strong business interest in protecting. For purposes of this Agreement, “Confidential Information” means all non-public information relating to Terminix’s business operations, including, without limitation, information relating to customers (including customer identity, relationships, preferences, needs and buying history), vendors, contractors/subcontractors, products, services, pricing, costs, profit margins, marketing and sales strategies, marketing and sales techniques, finances, business plans and strategies, business methods and technical know-how; but does not include information that arises from Employee’s general training, knowledge, skill, or experience whether gained on the job or otherwise; Through Terminix’s efforts and the efforts of employees acting on its behalf, Terminix’s customer relationships, goodwill and Confidential Information, together and independently, give Terminix an economic and competitive advantage in the market and if provided to a competitor or used by a current or former Terminix employee on his or her own behalf or on behalf of a competitor would give that employee, former employee or competitor an unfair economic and competitive advantage in the market; and Employee recognizes that Terminix’s need for the following covenants is based on the following:

(a) Terminix has or will expend substantial time, money and effort in developing Employee in the business of Terminix; (b) Employee will, in the course of his/her employment, be personally entrusted with and exposed to Terminix’s customers and/or Confidential Information; and (c) Terminix will suffer irreparable harm if Employee voluntarily or involuntarily terminates his/her employment and thereafter directly or indirectly violates any of the following covenants; Therefore, in consideration of Terminix hiring Employee, continuing to employ Employee, training employee regarding the Company’s business operations, and entrusting Employee with access to Terminix’s customers and/or Confidential Information, Terminix and Employee agree as follows: 1. Prior Agreements.

(a) Employee warrants and represents that he/she is not subject to any provision of any prior Employment Agreement that would prevent him/her from entering into this Agreement or performing his/her duties and obligations hereunder. To the extent Employee has confidential information or materials of any former employer, Employee acknowledges that Terminix has directed him/her not to disclose such confidential information or materials to Terminix or any of its employees and that Terminix prohibits Employee from using that confidential information or materials in any work performed for Terminix. Page 2 of 6

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Employee will not bring to Terminix, and will not use or disclose, any confidential, proprietary information or trade secrets acquired by Employee prior to employment with Terminix.

(b) To the extent any provision of this Agreement conflicts with any prior Employment Agreement, however titled, between Terminix and Employee, the terms of this Agreement shall prevail. All other provisions contained in any prior Employment Agreement will remain enforceable and will supplement this Agreement.

2. Advertising. Employee authorizes Terminix, during his/her employment and for a reasonable time thereafter, to use any name or photograph relating or referring to Employee in literature or any other form of communication distributed by Terminix for advertising or promotional purposes. 3. Inventions.

(a) Disclosure of Improvements or Inventions. Employee acknowledges and agrees that he/she will promptly notify Terminix of all inventions, improvements, discoveries or methods relating to or useful in connection with any business conducted by Terminix, now or in the future, which Employee makes or discovers while employed by Terminix. Employee further agrees to assign to Terminix all rights, title and interest in such inventions, improvements, discoveries, methods and any related patents or patent applications and copyrights which pertain to a business in which Terminix is engaged, is reasonably expected to engage in, or which Terminix has previously expressed an intention to enter. All rights, title and interest in and to all inventions, works of authorship, developments, concepts, discoveries, ideas, trademarks and trade secrets, whether or not patentable or registrable under copyright or similar laws (“Inventions”) which Employee may solely or jointly develop, conceive or reduce to practice, during the period of employment, except as provided in paragraph 3(b) below, are the sole property of Terminix. Employee further agrees that all such Inventions, including works of authorship are “works for hire” for purposes of Terminix’s rights under copyright laws. Employee agrees to keep and maintain adequate and current written records of all Inventions made by Employee (solely or jointly with others) during the term of employment with Terminix. Employee further agrees to perform, during and after employment with Terminix, all acts deemed necessary or desirable to permit and assist Terminix, at its own expense, in obtaining and enforcing the full benefits, enjoyment, rights and title, throughout the world, of and to the Inventions hereby assigned to Terminix as set forth above.

(b) Inventions Not Assigned. Employee understands and acknowledges that the assignment of inventions under this Agreement does not apply to an invention which Employee may have acquired in connection with an invention, discovery or improvement developed entirely on Employee’s own time for which no equipment, supplies, facilities or trade secret information of Terminix was used and (i) does not relate directly or indirectly to the business of Terminix or its actual or demonstrably anticipated research or development, or (ii) does not result from any work performed by Employee for Terminix. 4. Restrictive Covenants.

(a) Non-Disclosure of Confidential Information. Both during Employee’s employment and at all times thereafter, Employee will safeguard Terminix’s Confidential Information and will not disclose or use any Confidential Information for Employee’s own benefit or the benefit of any other person or entity.

(b) Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act, 18 USC §§ 1831-39, you are hereby notified as follows: An individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

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(c) Non-Competition/Non-Solicitation/Non-Interference. During Employee’s employment and for one (1) year following the separation of Employee’s employment for any reason, whether for cause or without cause, Employee shall not, directly or indirectly, individually or in concert with others:

(i) within any county/parish where Employee was assigned duties during the last twelve (12) months of Employee’s employment own (other than as a minority owner of less than 2% of a publicly traded company or owner of shares in a mutual fund), manage, finance, operate, engage in, become employed with or provide services or support to any business that markets or provides any service or product that is competitive with the products or services offered, marketed or provided by the business unit(s), subsidiary(ies) and/or affiliated entity(ies) with whom Employee was employed during the last twelve

(12) months of employment;

(ii) within any county/parish where Employee was assigned duties during the last twelve (12) months of Employee’s employment solicit, contact, sell to or provide any service or product on behalf of any person or entity in competition with the business unit(s), subsidiary(ies) and/or affiliated entity(ies) with whom Employee was employed during the last twelve (12) months of employment; NOTE: The geographical scope of paragraphs 4(c)(i) and (ii) for employees in Louisiana is set forth in the Louisiana Appendix.

(iii) solicit or contact any Terminix customer with whom Employee had actual contact during the last twelve (12) months of employment for the purpose of providing any service or product in competition with a service or product offered, marketed, or provided, at the time of contact, by the business unit(s), subsidiary(ies) and/or affiliated entity(ies) with whom Employee was employed;

(iv) recruit, solicit, induce or encourage any employee to terminate his/her employment with Terminix and/or seek employment or association with any other person, business or entity; or

(v) solicit, induce or encourage any Terminix franchise, customer, contractor, vendor, supplier or other business partner to sever, terminate or not renew its relationship with Terminix or otherwise interfere with Terminix’s relationship with any franchise, customer, contractor, vendor, supplier or other business partner.

For employees employed with Terminix’s Business Service Center during the last two years of their employment, or any portion thereof, the restrictions contained in (b) and (c) above shall apply to all of Terminix’s operations across the United States and such other locations across the globe in which Terminix operated during that period, as such employees have access to customer and Confidential Information and business strategies for multiple, if not all, Terminix business units, subsidiaries and affiliated entities in all locations in which Terminix conducts business. Likewise, for employees employed in Terminix Brands corporate management positions and above, Terminix corporate management positions and above, or Terminix Division management positions and above during the last two years of their employment, or any portion thereof, the restrictions contained in (b) and (c) above shall apply to all of the respective business unit’s operations across the United States and such other locations across the globe in which that business unit operated during that period, as such employees have access to customer and Confidential Information and business strategies for multiple, if not all, locations in which that business unit conducts business.

(d) No conflicts. During Employee’s employment, Employee will devote his/her best efforts to the interests of the Company and will not engage in other employment or activities that conflict with Employee’s job duties for the Company. Employee agrees to promptly disclose to the Company any outside activities that create an actual or potential conflict of interest as defined in the Company’s Conflicts of Interest policy.

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(e) Disclosure of Obligations to New Employer. Prior to commencing employment with any subsequent employer, Employee shall disclose his/her obligations hereunder and furnish that employer with a copy of this Agreement. Employee also authorizes Terminix to provide a copy of this Agreement to his/her subsequent employer(s). 5. Return of Company Property. Promptly after the separation of Employee’s employment or upon Terminix’s request at any time (whichever occurs earlier), Employee will deliver to Terminix all business related documents including, but not limited to, originals and copies of memoranda, customer lists, materials relating to procedures, samples, records, documents, contracts, formulas, computer programs, product information and all other Confidential Information which Employee has obtained while employed. Immediately upon separation of employment, Employee shall return all equipment, electronic communication resources, vehicles, keys, credit cards, identification cards, uniforms, employment accessories, and the like which were issued to Employee during Employee’s term of employment. 6. Exit Interview. Prior to the time Employee’s employment with Terminix ceases for any reason, whether voluntary or involuntary, Employee agrees to meet with a designated representative of Terminix to review Employee’s obligations under this Agreement. 7. Remedies. Employee acknowledges and agrees that the restrictions set forth in this Agreement are reasonable and necessary for the protection of Terminix’s business and goodwill including its Confidential Information and trade secrets. Employee further agrees that if Employee breaches or threatens to breach any of Employee’s obligations hereunder, Terminix will suffer irreparable harm and monetary damages will be insufficient to remedy such a breach. Therefore, Terminix, in addition to any other remedies available to it under the law, may obtain specific performance and/or injunctive relief against Employee to prevent such continued or threatened breach. Employee acknowledges that Terminix may elect or not elect to seek enforcement of this or any other Employee Confidentiality/Non-Compete Agreement and that such election shall in no way be construed as a waiver of Terminix’s right to enforce the terms of this Agreement against Employee. Further, Employee acknowledges that Terminix’s decision not to enforce another employee’s obligations under his/her Employee Confidentiality/Non-Compete Agreement shall not be considered an admission or waiver of any right regarding the confidential nature of the proprietary and trade secret information described herein. Employee also acknowledges and agrees that Employee shall reimburse Terminix its reasonable attorneys’ fees and costs incurred by it in enforcing any of its rights or remedies under this section or any other provision of this Agreement. 8. Severability. Employee acknowledges and represents that the duration, geographical scope, activity and subject matter of the restrictive covenants set forth herein are fair, reasonable and not excessively broad and are necessary to protect Terminix’s relationships with customers, goodwill and Confidential Information. Employee agrees that Terminix is entitled to rely upon such representation. It is the desire and intent of Terminix and Employee that the provisions of this Agreement shall be enforced to the fullest extent permissible. The invalidity or unenforceability of any provision of this Agreement shall not affect, impair or render unenforceable any other provision hereof. It is intended that any provision herein that is subsequently held by a court of competent jurisdiction to be invalid or unenforceable as written be construed as valid and enforceable to the fullest extent possible. If any restriction in this Agreement is determined by a court of competent jurisdiction to be unenforceable by reason of its geographic or business scope or duration, such provision shall be construed as if such scope or duration had been more narrowly drafted and defined so as not to be invalid or unenforceable. 9. Modification. This Agreement may be modified only in writing by Terminix’s President. Employee acknowledges that no other manager or representative has any authority to enter into any agreement for employment for any specified period or to make any agreement contrary to the foregoing. 10. Governing Law. As Terminix is headquartered in Tennessee and both parties will have substantial contacts with the State of Tennessee in the performance of this Agreement, the parties expressly agree that the interpretation and enforcement of this Agreement shall be governed by the laws of the State of Tennessee, without reference to its conflicts of law rules that may require application of the law of another jurisdiction. Any judicial action to enforce or challenge this Agreement shall be brought in Page 5 of 6

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the federal or state courts located in Shelby County, Tennessee, which shall be the exclusive forum for resolving such disputes. Both parties irrevocably consent to the personal jurisdiction of such courts for purposes of any such action. In any proceeding relating to the interpretation or enforcement of this Agreement, the parties stipulate that this Agreement shall be considered for all purposes to have been executed and delivered in the State of Tennessee.

11. Voluntary Agreement. Employee acknowledges and agrees that he/she reviewed all aspects of this Agreement, has carefully read and fully understands all the provisions of this Agreement, and voluntarily enters into this Agreement.

IF YOU ARE TO BE EMPLOYED IN MAINE, YOU HAVE THREE BUSINESS DAYS TO REVIEW THIS AGREEMENT BEFORE SIGNING.

IN WITNESS WHEREOF, the undersigned has caused the Agreement to be duly executed as of the date written below.

Employee:

(Signature)

(Printed Name/Employee ID)

Date:

signhere2

dateSigned2

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LOUISIANA APPENDIX

For employees within East Baton Rouge and West Baton Rouge Parishes in Louisiana, the geographical scope of paragraph 4(c)(i) shall be:

East Baton Rouge Parish

West Baton Rouge Parish

St. James Parish

Assumption Parish

Tangipahoe Parish

Livingston Parish

Iberville Parish

Ascension Parish

East Feliciana Parish

West Feliciana Parish

Point Coupee Parish

St. Helena Parish

For employees within Calcasieu Parish, the geographical scope of paragraph 4(c)(i) shall be: Calcasieu Parish

Jefferson Davis Parish

Cameron Parish

Allen Parish

Beauregard Parish

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