MAY CAUSE A CONFLICT OF INTEREST OR WHICH
COULD APPEAR TO CAUSE A CONFLICT OF INTEREST.
WELLS FURTHER AGREES TO NOTIFY
THE CEO OF ANY POTENTIAL RELATIONSHIPS IN WHICH HE MAY HAVE A CONFLICT OF
INTEREST SO THAT APPROPRIATE MEASURES MAY BE TAKEN TO ENSURE ALL TRANSACTIONS
ARE CONDUCTED AT AN ARM'S LENGTH.
WELLS AGREES THAT THE DUTY TO REFRAIN FROM
ANY CONDUCT DISPARAGING TO TRINITY AND ITS AFFILIATES, AND ITS AND THEIR
EMPLOYEES OR DIRECTORS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ANY
REASON.
2.
CONFIDENTIALITY.
WELLS ACKNOWLEDGES
THAT TRINITY AND ITS AFFILIATES POSSESS SUBSTANTIAL CONFIDENTIAL INFORMATION
WHICH IS PROPRIETARY TO TRINITY AND ITS AFFILIATES AND THE CONFIDENTIALITY AND
EXCLUSIVE USE OF WHICH BY TRINITY AND ITS AFFILIATES IS ESSENTIAL TO THE
CONTINUING SUCCESS OF TRINITY AND WELLS' SERVICES FOR THE COMPANIES WILL BRING
HIM INTO CLOSE CONTACT WITH ADDITIONAL CONFIDENTIAL INFORMATION WHICH HAS NOT
BEEN MADE KNOW TO THE PUBLIC.
IN ORDER TO INDUCE TRINITY TO ENTER INTO THIS
AGREEMENT, WELLS HEREBY COVENANTS AND AGREES TO PROMPTLY DELIVER TO TRINITY UPON
TERMINATION OF HIS EMPLOYMENT, OR AT ANY TIME TRINITY MAY SO REQUEST, ALL
MEMORANDA, NOTES, LISTS (INCLUDING CUSTOMER LISTS), RECORDS, REPORTS MANUALS,
DRAWINGS, AND OTHER DOCUMENTS (AND ALL COPIES THEREOF) RELATING TO THE
COMPANIES' BUSINESS AND ALL PROPERTY ASSOCIATED THEREWITH WHICH HE MAY THEN
POSSESS OR WHICH ARE THEN UNDER HIS CONTROL.
THIS PROVISION SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT FOR ANY REASON.
3.
NON-COMPETE AND NON-SOLICITATION.
IN
CONSIDERATION FOR THIS AGREEMENT, WELLS AGREES THAT DURING THE TERM OF THIS
AGREEMENT AND FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING HIS TERMINATION OF
EMPLOYMENT FOR ANY REASON, WHETHER SUCH TERMINATION IS DURING THE TERM OF THIS
AGREEMENT OR AFTER THE TERMINATION OR EXPIRATION OF THIS AGREEMENT:
A.
WELLS WILL NOT APPROACH CLIENTS,
CUSTOMERS OR CONTACTS OF THE COMPANIES OR OTHER PERSONS OR ENTITIES INTRODUCED
TO WELLS IN HIS CAPACITY AS A REPRESENTATIVE OF THE COMPANIES FOR THE PURPOSES
OF DOING BUSINESS WITH SUCH PERSONS OR ENTITIES AND WILL NOT INTERFERE WITH THE
BUSINESS RELATIONSHIP BETWEEN THE COMPANIES AND SUCH PERSONS AND/OR ENTITIES;
B.
UNLESS EXPRESSLY CONSENTED TO BY TRINITY
IN WRITING, WELLS SHALL NOT ASSUME EMPLOYMENT WITH OR PROVIDE SERVICES, DIRECTLY
OR INDIRECTLY, AS A DIRECTOR, CONSULTANT OR OTHERWISE FOR ANY COMPETITOR OF THE
COMPANIES WITHIN ANY COUNTY IN WHICH ANY ONE OF THE COMPANIES CONDUCTS
BUSINESS, OR ENGAGE, WHETHER AS A PRINCIPAL, PARTNER, LICENSOR OR OTHERWISE, IN
ANY BUSINESS WHICH IS IN DIRECT OR INDIRECT COMPETITION WITH THE BUSINESS OF THE
COMPANIES; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS SUBSECTION (B)
SHALL BE DEEMED TO PROHIBIT WELLS FROM ACQUIRING, SOLELY AS AN INVESTMENT,
SHARES OF CAPITAL STOCK OF ANY CORPORATION THE SHARES OF THE SAME CLASS OF WHICH
CORPORATION ARE TRADED ON THE NATIONAL SECURITIES EXCHANGE OR IN THE
OVER-THE-COUNTER MARKET SO LONG AS HE DOES NOT ACQUIRE
8
DIRECT OR INDIRECT OWNERSHIP OF ONE PERCENT (1%) OR MORE OF ANY CLASS OF CAPITAL
STOCK OF SAID CORPORATION; AND
C.
UNLESS EXPRESSLY CONSENTED