Exhibit 10.8


 


CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT


 


This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (“Agreement”)
is made as of this 1st day of January, 2010, by and between Cantel Medical
Corp. (“Cantel”) and its subsidiaries, divisions, affiliates, successors, and
assigns (collectively referred to as the “Company”), and Craig A. Sheldon (“Employee”).


 


Background


 


A.            The Company is a leading manufacturer and provider of
infection prevention and control products in the healthcare market. The Company’s
products include specialized medical device reprocessing systems for renal
dialysis and endoscopy, dialysate concentrates and other dialysis supplies,
disposable infection control products primarily for the dental industry, water
purification equipment, sterilants, disinfectants and cleaners, hollow fiber
membrane filtration and separation products for medical and non-medical
applications, and specialty packaging for infectious and biological specimens.
The Company also provides technical maintenance for its products and offers
compliance training services for the transport of infectious and biological
specimens.


 


B.            The Company has developed commercially
valuable technical and non-technical information, the safeguarding, secrecy,
and confidentiality of which are necessary to the operation and profitability
of the Company.  Furthermore, it has
spent and will continue to spend considerable time and money establishing and
maintaining business relationships and goodwill with its current and
prospective customers, vendors, suppliers, and distributors, which
relationships are vital to the continued goodwill, operation, and profitability
of the Company.


 


C.            During the Employee’s employment or
continued employment with the Company, the Employee (i) will have access
to certain valuable proprietary confidential information developed, compiled,
or utilized by the Company in its business; (ii) may or will have frequent
contact with the Company’s customers, vendors, suppliers, and distributors, and
(iii) may be able to control, in whole or in part, the business and
relationships between the Company and its customers, vendors, suppliers, and
distributors, and to take or otherwise appropriate business and relationships
if and when the Employee leaves the Company’s employment.


 


D.            The Company wishes to protect such confidential
information and business relationships.


 


Agreement


 


In consideration of the premises, the Employee’s
continued employment by the Company, and the mutual covenants contained in this
Agreement, the receipt and sufficiency of which are acknowledged, the parties
agree as follows:


 


1.             Confidential
Information. 
Employee acknowledges that the Company possesses confidential
information, know-how, customer lists, purchasing, merchandising and selling
techniques and strategies, and other information used in its operations of
which Employee has or will obtain knowledge, and that the Company will suffer
serious and irreparable damages and


 

















 


harm if this confidential information were disclosed to any other party
or if Employee used this information to compete against the Company.  Accordingly, Employee hereby agrees that
except as required by Employee’s duties to the Company, Employee, without the
consent of the Company’s Board of Directors, shall not at any time during or
after the Employment Period disclose or use any secret or confidential
information of the Company, including, without limitation, such business
opportunities, customer lists, trade secrets, formulas, techniques and methods
of which Employee shall become informed during his employment, whether learned
by him as an employee of the Company, as a member of its Board of Directors or
otherwise, and whether or not developed by Employee, unless such information
shall be or becomes public knowledge other than as a result of Employee’s
direct or indirect disclosure of the same.


 


2.             Patent and
Related Matters.


 


2.1           Inventions.  Employee will promptly disclose in writing to
the Company complete information concerning each and every invention,
discovery, improvement and idea (whether or not shown or described in writing
or reduced to practice), and device, design, apparatus, process, and work of
authorship, whether or not patentable, copyrightable or registerable, which is
made, developed, perfected, devised, conceived or first reduced to practice by
Employee, either solely or in collaboration with others, during the Employment
Period, whether or not during regular working hours (hereinafter collectively
referred to as the “Inventions”). 
Subject to Section 2.2, Employee, to the extent that he has the
legal right to do so, hereby assigns and agrees to assign to the Company any
and all of Employee’s right, title and interest in and to any and all of the
Inventions, and Employee acknowledges that such assigned inventions are and
shall remain the property of the Company.


 


2.2           Limitation.  It is further agreed and Employee is hereby
notified that the above agreement to assign the Inventions to the Company does
not apply to an Invention for which no equipment, supplies, facility or
confidential information of the Company was used and which was developed
entirely on Employee’s own time, and


 


(i)            which does not relate (a) directly to the
business of the Company or (b) to the Company’s actual or demonstrably
anticipated research or development, or


 


(ii)           which does not result from any work performed by
Employee for the Company.


 


2.3           Assistance.  Upon request and without
further compensation therefor, but at no expense to Employee, and whether
during the Employment Period or thereafter, Employee will do all lawful acts,
including, but not limited to, the execution of documents and instruments and
the giving of testimony, that in the opinion of the Company, its successors and
assigns, may be necessary or desirable in obtaining, sustaining, reissuing,
extending or enforcing United States and foreign copyrights and Letters Patent,
including, but not limited to, design patents, on any and all of the
Inventions, and for perfecting, affirming and recording the Company’s complete
ownership and title thereto, and to cooperate otherwise in all proceedings and
matters relating thereto.


 


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2.4           Records.  Employee will keep complete,
accurate and authentic accounts, notes, data and records of all the Inventions
in the manner and form requested by the Company.  Such accounts, notes, data and records shall
be the property of the Company, and upon its request, Employee will promptly
surrender the same to it.


 


Upon the termination of his employment
hereunder, Employee agrees to deliver promptly to the Company all equipment
(including computers, etc.), records, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, data, tables, accounts,
calculations and copies thereof, which are the property of the Company or which
relate in any way to the business, products, practices or techniques of the
Company, and all other property, trade secrets and confidential information of
the Company, including, but not limited to, all documents which in whole or in
part contain any trade secrets or confidential information of the Company,
which in any of these cases are in his possession or under his control.


 


3.             Non-interference.  Employee further agrees that
for a period of two years following termination of Employee’s employment
hereunder, he will not (i) induce or attempt to induce any other employee
of the Company to leave the employ of the Company, or in any way interfere with
the relationship between the Company and any other employee, or (ii) induce
or attempt to induce any customer, supplier, franchisee, licensee, distributor
or other business relation of the Company to cease doing business with the
Company, or in any way interfere with the relationship between any customer, franchisee
or other business relation and the Company without prior written consent of the
Board of Directors of the Company.


 


4.             Non-Compete.  Employee agrees that for a
period of six (6) months following the termination of Employee’s
employment hereunder, except as a result of the breach by the Company of any
material term or condition of the Executive Severance Agreement between the
Company and Employee of even date herewith, Employee will not, directly or
indirectly, alone or with others, individually or through or by a corporate or
other business entity in which he may be interested as a partner, shareholder,
joint venturer, officer, director, employee or otherwise, own, manage, control,
participate in, lend his name to, or render services to or for any business
within the continental United States or Canada that is directly and materially
competitive with a material business of the Company, provided, however, that
the foregoing shall not be deemed to prevent the ownership by Employee of up to
three (3%) percent of any class of securities of any corporation which is
regularly traded on any stock exchange or over-the-counter market.


 


5.             Enforcement.  If, at the time of
enforcement of any provisions of this Section, a court of competent
jurisdiction holds that the restrictions stated herein are unreasonable under
the circumstances then existing, the parties hereto agree that the maximum
period, scope or geographical area reasonable under such circumstances will be
substituted for the stated period, scope or area.  Employee agrees that the covenants made in
this Section shall be construed as an agreement independent of any other
provision of this Agreement, and shall survive the termination of this
Agreement.


 


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6.             Dispute
Resolution.


 


6.1           Subject to the provisions of Section 6.2,
any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration in Little Falls, New Jersey by
three arbitrators, one of whom shall be appointed by the Company, one of whom
shall be appointed by the Executive, and the third of whom shall be appointed
by the first two arbitrators.  If either
the Company or the Executive fails to appoint an arbitrator within 20 days of a
request in writing by the other to do so, or if the first two arbitrators
cannot agree on the appointment of a third arbitrator within 20 days after the
second arbitrator is designated, then such arbitrator shall be appointed by the
Chief Judge of the United States District Court located in the city of Newark,
New Jersey, or upon his failure to act, by the American Arbitration Association
so as to enable the arbitrators to render an award within 90 days after the
three arbitrators have been appointed. 
Following the selection of arbitrators as set forth above, the
arbitration shall be conducted promptly and expeditiously and in accordance
with the rules of the American Arbitration Association.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction; provided, however, that the Executive
shall be entitled to seek specific performance of his right to be paid during
the pendency of any dispute or controversy arising under or in connection with
this Agreement.  The Company shall bear
all of the expenses relating to any arbitration under this Agreement.


 


6.2           The Employee recognizes that a breach or
threatened breach of the provisions of Sections 1, 2 and 3 Agreement may give
rise to irreparable injury to the Company, inadequately compensable in damages
and, accordingly, agrees that the Company may seek and obtain injunctive
relief, temporary, preliminary, or permanent, against such breach or threatened
breach, in addition to recovering monetary damages from the Employee. The
Employee further agrees and acknowledges that greater injury would result from
a denial of injunctive relief than from a grant of such relief.


 


7.             Miscellaneous Provisions.


 


7.1           Section headings are for convenience only and
shall not be deemed to govern, limit, modify or supersede the provisions of
this Agreement.


 


7.2           This Agreement is entered into in the State of New
Jersey and shall be governed pursuant to the laws of the State of New
Jersey.  If any provision of this
Agreement shall be held by a court of competent jurisdiction to be invalid,
illegal or unenforceable, the remaining provisions hereof shall continue to be
fully effective.


 


7.3           This Agreement contains the entire agreement of the
parties regarding this subject matter and supersedes all prior agreements, arrangements, or
understandings, whether written or oral, relating to the subject matter hereof,
including, without limitation, any letters, agreements, or understandings
between the Employee and the Company or any subsidiary thereof before the date
hereof.  Execution of this Agreement
shall supersede and terminate any existing confidentiality and/or
noncompetition agreement, or the provisions of any employment agreement or
other agreement related to confidentiality and/or noncompetition, entered into
between the Employee and the Company or any subsidiary thereof.


 


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7.4           This Agreement may be modified only by means of a
writing signed by the party to be charged with such modification.


 


7.5           Notices or other communications required or
permitted to be given hereunder shall be in writing and shall be deemed duly
given upon receipt by the party to whom sent at the respective addresses set
forth below or to such other address as any party shall hereafter designate to
the other in writing delivered in accordance herewith:


 


If to the Company:


Cantel Medical Corp.


150 Clove Road


Little Falls, NJ  07424


Attn: President


 


If to Employee:


Home address on file with
the Company


 


7.6           This Agreement shall inure to the benefit of, and
shall be binding upon, the Company, its successors and assigns, including,
without limitation, any entity that may acquire all or substantially all of the
Company’s assets and business or into which the Company may be consolidated or
merged.  This Agreement may not be
assigned by Employee.


 


7.7           This Agreement may be executed in separate
counterparts and may be delivered by facsimile or pdf, each of which shall
constitute the original hereof.


 


IN WITNESS WHEREOF, the parties
have set their hands as of the date first above written.


 


	
   

  	
  CANTEL MEDICAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Craig
  A. Sheldon

  



 


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