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THIS AGREEMENT is made by and between TechPrecision Corporation (the “Company”) and James Molinaro (the “Employee”).


Employee acknowledges that, in connection with his employment with the Company, he signed an offer letter dated July 21, 2010 (“Offer Letter”).  The Offer Letter is incorporated by reference into this At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (“Confidentiality Agreement”).


The parties desire to enter into this Confidentiality Agreement in connection with the Employee’s employment by the Company.


NOW, THEREFORE, in consideration of the employment of the Employee by the Company and the payment by the Company of compensation to the Employee for services rendered and to be rendered, and intending to be legally bound hereby, the parties hereto agree as follows:


1.   Non-Disclosure of Confidential Information.   The Employee acknowledges that, in the course of performing services for the Company, the Employee may obtain knowledge of the Company’s business plans, products, processes, software, know-how, trade secrets, formulas, methods, models, prototypes, discoveries, inventions, materials and reagents, improvements, disclosures, customer and supplier lists, names and positions of employees and/or other proprietary and/or confidential information (collectively, the “Confidential Information”).  The Employee agrees to keep the Confidential Information secret and confidential and not to publish, disclose or divulge to any other party, or use for the Employee’s own benefit or to the detriment of the Company, any Confidential Information without the prior written consent of the Company, whether or not such Confidential Information was discovered or developed by the Employee.  The Employee also agrees not to divulge, publish or use any proprietary and/or confidential information of others that the Company is obligated to maintain in confidence.


2.   Inventions and Discoveries.


a.   Employee acknowledges that any and all writings, documents, inventions, discoveries, processes, methods, designs, compositions of matter, formulas, computer programs or instructions (whether in source code, object code, or any other form), algorithms, plans, customer lists, memoranda, tests, research, designs, specifications, models, data, diagrams, flow charts, and/or techniques (whether reduced to written form or otherwise) that Employee makes, conceives, discovers, or develops, either solely or jointly with any other person, at any time during the term of Employee’s employment, whether during working

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