Exhibit
10.9


 


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 Eric
W. Nodiff (“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: Eric W. Nodiff

  
				



 


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