AS A RESULT OF HIS EMPLOYMENT WITH THOMAS GROUP AND WHICH
MR. ENGLISH HAS A REASONABLE BASIS TO BELIEVE THOMAS GROUP WOULD NOT WANT
DISCLOSED TO A BUSINESS COMPETITOR OR TO THE GENERAL PUBLIC.
(D)
MR. ENGLISH UNDERSTANDS AND ACKNOWLEDGES THAT SUCH CONFIDENTIAL
INFORMATION GIVES THOMAS GROUP A COMPETITIVE ADVANTAGE OVER OTHERS WHO DO NOT
HAVE THIS INFORMATION, AND THAT THOMAS GROUP WOULD BE HARMED IF THE CONFIDENTIAL
INFORMATION WERE DISCLOSED.
MR. ENGLISH AGREES THAT HE WILL HOLD ALL
CONFIDENTIAL INFORMATION IN TRUST AND WILL NOT USE THE INFORMATION FOR ANY
PURPOSE OTHER THAN THE BENEFIT OF THOMAS GROUP, OR DISCLOSE TO ANY PERSON OR
ENTITY ANY CONFIDENTIAL INFORMATION EXCEPT AS NECESSARY DURING MR. ENGLISH'S
EMPLOYMENT WITH THOMAS GROUP TO PERFORM SERVICES ON BEHALF OF THOMAS GROUP.
MR. ENGLISH WILL ALSO TAKE REASONABLE
STEPS TO SAFEGUARD SUCH CONFIDENTIAL INFORMATION AND PREVENT ITS DISCLOSURE TO
UNAUTHORIZED PERSONS.
8.
GENERAL PROVISIONS.
8.1
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS, OR OTHER COMMUNICATIONS
WITH RESPECT TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE PERSONALLY
DELIVERED, SENT VIA TELECOPY, OR MAILED, POSTAGE PREPAID, CERTIFIED OR
REGISTERED MAIL, OR DELIVERED BY A NATIONALLY RECOGNIZED EXPRESS COURIER
SERVICE, CHARGES PREPAID, TO THE FOLLOWING ADDRESSES (OR SUCH OTHER ADDRESSES AS
THE PARTIES MAY SPECIFY FROM TIME TO TIME IN ACCORDANCE WITH THIS SECTION 8.1):
English:
David E. English
2333 Sir Belin Dr
Lewisville, TX 75056
Thomas Group:
Thomas Group, Inc.
5221 North O'Connor Boulevard
Suite 500
Irving, TX 75039
Attention: Chief Executive Officer
Any such notice shall, when sent in accordance with the preceding sentence, be
deemed to have been given and received (i) on the day personally delivered or
sent via telecopy, (ii) on the third day following the date mailed, or (iii) 24
hours after shipment by such courier service.
8.2
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE EXHIBITS
HERETO, SUPERSEDES ANY AND ALL OTHER AGREEMENTS, EITHER ORAL OR WRITTEN BETWEEN
THE PARTIES HERETO WITH RESPECT TO THE EMPLOYMENT OF MR. ENGLISH BY THOMAS
GROUP, INCLUDING THE EMPLOYMENT AGREEMENT, AND CONTAINS ALL OF THE COVENANTS AND
AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO SUCH EMPLOYMENT. ANY MODIFICATION
OF THIS AGREEMENT WILL BE EFFECTIVE ONLY IF IT IS IN WRITING SIGNED BY EACH OF
THE PARTIES HERETO.
8.3
GOVERNING LAW AND VENUE.
THE PARTIES ACKNOWLEDGE THAT THE LAWS OF
THE STATE OF TEXAS WILL GOVERN THE INTERPRETATION, VALIDITY AND EFFECT OF THIS
AGREEMENT WITHOUT REGARD TO THE PLACE OF EXECUTION OR THE PLACE FOR PERFORMANCE
THEREOF, IT BEING STIPULATED BY THE PARTIES THAT TEXAS HAS A COMPELLING STATE
INTEREST IN THE SUBJECT MATTER OF THIS AGREEMENT AND THAT MR. ENGLISH HAS OR
WILL HAVE REGULAR CONTACT WITH TEXAS IN THE PERFORMANCE OF THIS AGREEMENT.
WITH
RESPECT TO ANY DISPUTE OR CLAIMS ARISING OUT OF THIS AGREEMENT OR MR. ENGLISH'S
EMPLOYMENT RELATIONSHIP WITH THE COMPANY, THE PARTIES AGREE THAT THE STATE AND
FEDERAL COURTS SITUATED IN DALLAS COUNTY, TEXAS, SHALL HAVE PERSONAL
JURISDICTION OVER THE COMPANY AND MR. ENGLISH TO HEAR DISPUTES CONCERNING SUCH
CLAIMS, AND