OF
CERTAIN INFORMATION AND DATA WHICH THE COMPANY CONSIDERS CONFIDENTIAL AND
PROPRIETARY AND THE RELEASE OF SUCH INFORMATION OR DATA TO UNAUTHORIZED PERSONS
WOULD BE EXTREMELY DETRIMENTAL TO THE COMPANY. AS A CONSEQUENCE, THE EMPLOYEE
HEREBY AGREES AND ACKNOWLEDGES THAT HE OWES A DUTY TO THE COMPANY NOT TO
DISCLOSE, AND AGREES THAT WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, AT
ANY TIME AFTER HIS EMPLOYMENT WITH THE COMPANY, HE WILL NOT COMMUNICATE, PUBLISH
OR DISCLOSE, TO ANY PERSON ANYWHERE, OR USE, ANY CONFIDENTIAL INFORMATION (AS
HEREINAFTER DEFINED), INCLUDING THE EXISTENCE OF OR SPECIFICS OF THIS AGREEMENT.
THE EMPLOYEE WILL USE HIS BEST EFFORTS AT ALL TIMES TO HOLD IN CONFIDENCE AND TO
SAFEGUARD ANY CONFIDENTIAL INFORMATION FROM FALLING INTO THE HANDS OF ANY
UNAUTHORIZED PERSON AND, IN PARTICULAR, WILL NOT PERMIT ANY CONFIDENTIAL
INFORMATION TO BE READ, DUPLICATED OR COPIED. THE EMPLOYEE WILL RETURN TO THE
COMPANY ALL CONFIDENTIAL INFORMATION (REGARDLESS OF THE MEDIUM) IN THE
EMPLOYEE'S POSSESSION OR UNDER THE EMPLOYEE'S CONTROL AND WILL NOT RETAIN ANY
COPIES THEREOF. FOR PURPOSES HEREOF, THE TERM "CONFIDENTIAL INFORMATION" SHALL
MEAN ANY INFORMATION OR DATA USED BY OR BELONGING OR RELATING TO THE COMPANY
THAT IS NOT KNOWN GENERALLY TO THE INDUSTRY IN WHICH THE COMPANY IS OR MAY BE
ENGAGED, INCLUDING WITHOUT LIMITATION, ANY AND ALL TRADE SECRETS, PROPRIETARY
DATA AND INFORMATION RELATING TO THE COMPANY'S BUSINESS AND PRODUCTS, PRICE
LISTS, CUSTOMER LISTS, PROCESSES, PROCEDURES OR STANDARDS, INCLUDING THOSE
RELATED TO FLEET MAINTENANCE, ROUTE INFORMATION AND TECHNIQUES, KNOW-HOW,
BUSINESS AND STRATEGIC PLANS, MARKETING INFORMATION, CONCEPTS OR PLANS, MANUALS,
BUSINESS STRATEGIES, RECORDS, DRAWINGS, SPECIFICATIONS, DESIGNS, FINANCIAL
INFORMATION, PERSONNEL INFORMATION, WHETHER OR NOT REDUCED TO WRITING AND
REGARDLESS OF THE MEDIUM, OR INFORMATION OR DATA WHICH THE COMPANY ADVISES THE
EMPLOYEE SHOULD BE TREATED AS CONFIDENTIAL INFORMATION.
4.
COVENANT NOT TO COMPETE OR SOLICIT
CUSTOMERS OR EMPLOYEES.
4.1
Covenant Not to Compete. The Employee
acknowledges that he, at the expense of the Company, has been and will be
specially trained in the business of the Company, has established and will
continue to establish favorable relations with the customers, clients and
accounts of the Company, and will have access to trade secrets of the Company.
Therefore, in consideration of such training and relations and to further
protect trade secrets, directly or indirectly, of the Company, the Employee
agrees that during the term of his employment by the Company, and up to and
including through the Termination Date, he will not, directly or indirectly,
within a radius of one hundred (100) miles of any Company facility or office, as
currently located in the states of Maine, Vermont, New Hampshire, New York and
Massachusetts without the express written consent of the Company:
5
(a)
own or have any interest in or act as an
officer, director, partner, principal, employee, agent, representative,
consultant or independent contractor of, or in any way assist in, any business
located in or doing business in any area within one hundred (100) miles of any
facility or offices of