OR ON THE DATE OF TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT, ALL DOCUMENTS, COPIES THEREOF AND OTHER MATERIALS IN THE
EMPLOYEE'S POSSESSION PERTAINING TO THE BUSINESS OF THE COMPANY AND ITS
CUSTOMERS, INCLUDING, BUT NOT LIMITED TO, CONFIDENTIAL INFORMATION (AND EACH AND
EVERY COPY, DISK, ABSTRACT, SUMMARY OR REPRODUCTION OF THE SAME MADE BY OR FOR
THE EMPLOYEE OR ACQUIRED BY THE EMPLOYEE), AND THEREAFTER TO PROMPTLY RETURN
DOCUMENTS AND COPIES THEREOF AND OTHER MATERIAL IN THE EMPLOYEE'S POSSESSION.
THE EMPLOYEE WILL BE RESPONSIBLE FOR THE VALUE OF ALL COMPANY OR CUSTOMER
PROPERTY THAT IS NOT TIMELY RETURNED. EMPLOYEE AUTHORIZES THE COMPANY TO DEDUCT
THE FAIR MARKET VALUE OF SUCH PROPERTY FROM ANY MONIES OWED TO EMPLOYEE.
9.
DISCLOSURE OF INFORMATION AND SOLICITATION OF EMPLOYEES;
NON-COMPETE; CONFIDENTIAL INFORMATION OF THIRD PARTIES.
THE EMPLOYEE
ACKNOWLEDGES THAT THE COMPANY HAS DEVELOPED AND MAINTAINS AT GREAT EXPENSE, A
VALUABLE SUPPLIER NETWORK, SUPPLIER CONTACTS, MANY OF WHICH ARE OF LONGSTANDING,
PRODUCT DESIGNS, AND OTHER INFORMATION OF THE TYPE DESCRIBED IN PARAGRAPH 7 OF
THIS
9
AGREEMENT, AND THAT IN ORDER TO PURSUE EMPLOYEE'S EMPLOYMENT GAINFULLY UNDER THE
AGREEMENT, EMPLOYEE WILL BE GIVEN CONFIDENTIAL INFORMATION CONCERNING SUCH
SUPPLIERS AND PRODUCTS, INCLUDING INFORMATION CONCERNING SUCH SUPPLIERS'
PURCHASING PERSONNEL, POLICIES, REQUIREMENTS, AND PREFERENCES, AND SUCH
PRODUCT'S DESIGN, MANUFACTURE AND MARKETING.
A.
ACCORDINGLY, THE EMPLOYEE AGREES THAT DURING THE PERIOD OF
EMPLOYEE'S EMPLOYMENT AND FOR THIRTY-SIX (36) MONTHS (EXCEPT AS OTHERWISE
PROVIDED IN PARAGRAPH 2.C, ABOVE) AFTER TERMINATION OF EMPLOYMENT WITH THE
COMPANY BY EMPLOYEE OR BY COMPANY, FOR ANY REASON, WITH OR WITHOUT CAUSE, THE
EMPLOYEE WILL NOT DIRECTLY OR INDIRECTLY:
(1)
ON EMPLOYEE'S BEHALF OR ON BEHALF OF ANY OTHER PERSON OR ENTITY,
PERFORM ANY ACT WITH RESPECT TO THE DESIGN, MANUFACTURE, SALE, ATTEMPTED SALE OR
PROMOTION OF THE SALE OF ANY CONFLICTING PRODUCT.
(2)
OWN, MANAGE, OPERATE, FINANCE, JOIN, CONTROL, OR PARTICIPATE IN
THE OWNERSHIP, MANAGEMENT, OPERATION, FINANCING OR CONTROL OF, OR BE CONNECTED
AS AN OFFICER, DIRECTOR, EMPLOYEE, PARTNER, PRINCIPAL, AGENT, REPRESENTATIVE,
CONSULTANT OR OTHERWISE WITH, OR USE OR PERMIT EMPLOYEE'S NAME TO BE USED IN
CONNECTION WITH: (A) ANY ENTITY OFFERING FOR SALE OR CONTEMPLATING OFFERING FOR
SALE ANY CONFLICTING PRODUCT, OR (B) ANY ENTITY CONTACTED BY, OR THE
RESPONSIBILITY OF, THE EMPLOYEE OR ANY PERSON UNDER THE EMPLOYEE'S SUPERVISION
OR DIRECTION, INCLUDING APPLICABLE AGENTS AND SUPPLIERS (OR, WITH RESPECT TO THE
APPLICATION OF THIS PROVISION FOLLOWING EMPLOYEE'S TERMINATION OF EMPLOYMENT,
ANY ENTITY WHICH DURING THE TWENTY-FOUR (24) MONTH PERIOD PRIOR TO SUCH
TERMINATION WAS CONTACTED BY, OR THE RESPONSIBILITY OF, THE EMPLOYEE OR ANY
PERSON UNDER THE EMPLOYEE'S SUPERVISION OR DIRECTION, INCLUDING APPLICABLE
AGENTS AND SUPPLIERS), OR (C) A COMPETING BUSINESS, OR (D) ANY ENTITY WHICH
WOULD REQUIRE BY NECESSITY USE OF CONFIDENTIAL INFORMATION.
NOTWITHSTANDING THE PROVISIONS OF SUBPARAGRAPHS (1) AND (2), EMPLOYEE WILL NOT
BE DEEMED TO VIOLATE THIS PARAGRAPH 9.A ON ANY GIVEN DATE BY VIRTUE OF HIS
INVOLVEMENT WITH A COMPETING BUSINESS, IF SALES OF CONFLICTING PRODUCTS BY THAT
BUSINESS IN THE 12 MONTH PERIOD PRECEDING THAT DATE DO