**CONFIDENTIALITY AND**

**NON-COMPETITION AGREEMENT**

 

 

**THISCONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the “Agreement”)**has been entered into this ___ day of November 2000, by and between On StageEntertainment, Inc., (hereinafter referred to as “OSE” or the “Company”), andJeffrey Victor, an individual (hereinafter referred to as “VICTOR”).

 

In consideration of themutual promises and covenants between the parties in connection with VICTOR’semployment agreement executed and dated November 1, 2000, (which is incorporatedherein by reference and referred to as the “Employment Agreement”), as well asVICTOR’s future involvement with OSE as its Chief Operating Officer and SeniorVice President, and for other good and valuable consideration, the partieshereto agree as follows:

 

**1.             CONFLICTINGACTIVITIES.**

 

**1.1          Involvementin Business Opportunities.** VICTOR shall not, during the term of his Employment Agreement, beengaged in any other business activity which is or may be competitive with thebusiness of the Company, without the prior written consent of the Company’sBoard of Directors; provided, however, that this restriction shall not beconstrued as preventing VICTOR from being a director of, or investing hispersonal assets in passive investments in, business entities which are not incompetition with the Company or any of its affiliates, or from pursuingbusiness opportunities as permitted by paragraph 1.2.

 

**1.2          Developmentof Business Opportunities.** VICTOR hereby agrees to promote and develop all business opportunitiesthat come to his attention relating to current or reasonably anticipated futurebusiness of the Company, in a manner consistent with the best interests of theCompany and with his duties under his Employment Agreement. Should VICTORdiscover a business opportunity which is or may reasonably be anticipated to berelated to the business of the Company, he shall first offer such opportunityto the Company.  Should the Board ofDirectors of the Company not exercise its right to pursue this business opportunitywithin a reasonable period of time, not to exceed sixty (60) days, then VICTORmay develop the business opportunity for himself, provided, however, that suchdevelopment may in no way conflict or interfere with the duties owed by VICTORto the Company under his Employment Agreement. Further, VICTOR may develop such business opportunities only on his owntime, and may not use any service, personnel, equipment, supplies, facility, ortrade secrets of the Company in their development.  As used herein, the term “business opportunity” shall not includebusiness opportunities involving investment in publicly traded stocks, bonds orother securities, or similar passive investments.

 

**2.             CONFIDENTIALITYOF TRADE SECRETS AND OTHER MATERIALS.**

 

**2.1          TradeSecrets. **VICTORagrees not to disclose to others, or take or use for his own purposes or thepurposes of others, during or after his employment, any trade secrets,confidential information, knowledge, data or the like that VICTOR acquiresduring his Employment Agreement and that is not otherwise in the public domain.VICTOR agrees that these restrictions shall also apply to (a) information,knowledge, trade secret, data or know-how belonging to third parties in theCompany’s possession; and (b) information, knowledge, trade secret, or datareceived, originated, discovered or developed by VICTOR during the term of thisAgreement. VICTOR recognizes that this obligation applies not only to technicalinformation, but also to any business, financial or marketing information thatthe Company treats as confidential.  Anyinformation of the Company which is not readily available to the public shallbe considered to be a trade secret unless the Company advises VICTOR otherwise.

 

**2.2          Ownershipof Trade Secrets; Assignment of Rights. **VICTOR hereby agrees that all know-how, documents,reports, plans, proposals, marketing and sales plans, client lists, clientfiles and materials made by him or by the Company during the term of hisemployment are the property of the Company and shall not be used by him in anyway adverse to the Company’s interests. VICTOR shall not deliver, reproduce orin any way allow such documents or things to be delivered or used by any thirdparty without specific direction or consent of the Board of Directors of theCompany. VICTOR hereby assigns to the Company any rights which he or she mayhave in any such trade secret or proprietary information.

VICTOR agrees that for aperiod of two (2) years immediately following his termination (voluntary orwith cause) with the Company, he shall not interfere with the business of theCompany in any manner, including, without limitation, by inducing an employeeor associate to leave the Company, or by inducing a consultant or otherindependent contractor to sever that person’s relationship with the Company, ordisrupting the Company’s relationships with customers, agents, representativesor vendors or otherwise.

 

**3.             UNFAIRCOMPETITION AFTER TERMINATION. **Becauseof his employment by the Company, VICTOR will have access to trade secrets andconfidential information about the Company, its products, its customers and itsmethods of doing business.  In the eventof the termination of the Employment Agreement for any reason, VICTOR agreesthat for a period of two (2) years after termination of his employment he willnot, directly or indirectly, compete with Company in the field of liveentertainment, provided the Company continues to pay VICTOR his Base Salary,Bonus, Vacation and Health/Dental/Vision insurance benefits at such rates aswere in effect as of last date of VICTOR’s employment with the Company.  VICTOR understands and agrees that directcompetition means the design, development, production, promotion, presentation,or sale of live entertainment shows competitive with those of the Company.  Indirect competition means the employment byany competitor or third party in a role that involves VICTOR in the design,development, production, promotion, or sale of live entertainment showscompetitive with those of the Company, and for whom VICTOR will perform thesame or similar function as he performs for the Company.  VICTOR further agrees that for a period oftwo (2) years after termination of his employment, he will not directly orindirectly disclose to any third person any confidential information or tradesecrets not otherwise in the public domain, and to which he gained knowledgeduring the term of his employment, provided the Company continues to pay VICTORhis Base Salary, Bonus, Vacation and Health/Dental/Vision insurance benefits atsuch rates as were in effect as of last date of VICTOR’s employment with theCompany.

 

**4.             INJUNCTIVERELIEF. **TheCompany and VICTOR hereby acknowledge and agree that any default under Sections1 through 3, above, will cause damage to the Company in an amount which isdifficult, if not impossible, to ascertain. Accordingly, in addition to any other relief to which the Company may beentitled, the Company shall be entitled to such injunctive relief as may beordered by any court of competent jurisdiction including, but not limited to,an injunction restraining any violation of the above named Sections, andwithout proof of actual damages

 

**5.             ATTORNEY’SFEES. **If anyparty to this Agreement breaches any of the terms of this Agreement, then thatparty shall pay to the non-defaulting party all of the non-defaulting party’scosts and expenses, including attorney’s fees, incurred by that party inenforcing the terms of this Agreement.

 

**6.             MEDIATION/ARBITRATION. **If a dispute arises out ofor relates to this Agreement, the parties agree first to try in good faith tosettle the dispute by mediation under the commercial mediation rules of theAmerican Arbitration Association, before resorting to arbitration. Thereafter,any remaining unresolved controversy or claim arising out of or relating tothis Agreement shall be settled by arbitration in Clark County, Nevada, inaccordance with commercial arbitration rules of the American ArbitrationAssociation, and judgment upon the award rendered by the arbitrator may beentered in any court having jurisdiction thereof.  The prevailing party in any arbitration proceeding, as determinedby the arbitrator, shall be entitled to an award of reasonable attorney’s feesand the fees and costs arising out of the arbitration proceedings, including,but not limited to the arbitration’s fees and the American ArbitrationAssociation’s administrative fee.  Theparties further agree that the arbitrator, or such other person designated forthe purpose by the American Arbitration Association shall have jurisdictionover all matters involving provisional remedies just as any court of competentjurisdiction would, including but not limited to, the imposition of injunctiverelief to protect trade secrets and confidential information.

 

**7.             GOVERNINGLAW. **ThisAgreement shall be subject to and governed by the laws of the State of Nevada.

 

 
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| JEFFREY VICTOR, an individual |   | DATE   |   |