indirectly, personally or through others, solicit or attempt to
solicit (on your own behalf or on behalf of any other person or entity) the
employment or termination of any employee or consultant of the Company or any of
the Company's parents, subsidiaries, or affiliates.
This provision shall not
apply to employees of the Company or of the Company's subsidiaries, or
affiliates that have been terminated for a period of six months or longer.
6.
NON-COMPETITION AND NON-SOLICITATION OF CUSTOMERS.
IN YOUR
EMPLOYMENT WITH THE COMPANY, YOU HAVE DEVELOPED OR MAY HAVE HELPED DEVELOPED,
HAVE ACCESS TO AND LEARN SIGNIFICANT SECRET, CONFIDENTIAL, AND PROPRIETARY
INFORMATION RELATING TO THE BUSINESS OF THE COMPANY.
IN ADDITION, YOU HAVE BEEN
OR WERE PROVIDED WITH CONTACT WITH CUSTOMERS, PROSPECTIVE CUSTOMERS, SUPPLIERS
AND OTHER VENDORS OF THE COMPANY.
YOU HAVE BEEN EXPECTED TO DEVELOP GOOD
CUSTOMER AND/OR VENDOR RELATIONSHIPS, AS WELL AS INTIMATE KNOWLEDGE REGARDING
THE COMPANY'S TECHNOLOGY, PRODUCTS, SERVICES, SYSTEMS, METHODS, AND OPERATIONS.
YOU ALSO ACKNOWLEDGE THAT THE COMPANY HAS INVESTED SUBSTANTIAL RESOURCES AND
TIME TO DEVELOPING THE TECHNOLOGY, PRODUCTS, SERVICES, SYSTEMS, METHODS, AND
OPERATIONS, ALL OF WHICH ARE HIGHLY VALUABLE ASSETS TO THE COMPANY.
YOU AGREE
THAT THE COMPANY HAS SPENT AND WILL CONTINUE TO SPEND SUBSTANTIAL EFFORT, TIME,
AND RESOURCES IN DEVELOPING AND PROTECTING ITS TECHNOLOGY, PRODUCTS, SERVICES,
SYSTEMS, METHODS, AND OPERATIONS, AND RELATIONSHIPS WITH ITS CUSTOMERS AND
VENDORS.
YOU ALSO AGREE THAT THE COMPANY'S COMPETITORS WOULD OBTAIN AN UNFAIR
ADVANTAGE IF YOU WERE TO DISCLOSE THE COMPANY'S CONFIDENTIAL INFORMATION (AS
DEFINED BELOW) TO A COMPETITOR, USED IT ON A COMPETITOR'S BEHALF, OR IF YOU WERE
ABLE TO EXPLOIT THE RELATIONSHIPS YOU DEVELOPED IN YOUR ROLE WITH THE COMPANY TO
SOLICIT BUSINESS ON BEHALF OF A COMPETITOR.
ACCORDINGLY, YOU AGREE THAT:
A) YOU SHALL NOT, FOR A PERIOD OF 9 MONTHS AFTER THE TERMINATION OF YOUR
EMPLOYMENT FOR ANY REASON, DIRECTLY OR INDIRECTLY, ON YOUR OWN BEHALF, OR AS AN
EMPLOYEE, REPRESENTATIVE OR AGENT OF A THIRD PARTY, BY OWNERSHIP OR ANY TYPE OF
INTEREST IN ANY BUSINESS ENTERPRISE, OR BY ANY OTHER MEANS WHATSOEVER, ENGAGE IN
ANY BUSINESS IN THE PRC THAT DESIGNS, MANUFACTURES OR SELLS WATER-BASED HEATING,
VENTILATION OR AIR CONDITIONING ("HVAC") PRODUCTS, WATER DISTRIBUTION PRODUCTS,
WATER SAFETY PRODUCTS OR FLOW CONTROL PRODUCTS PRIMARILY FOR THE HVAC, WATER
DISTRIBUTION, WATER QUALITY, WATER SAFETY, WATER FLOW CONTROL OR WATER
CONSERVATION MARKETS (COLLECTIVELY, A "COMPETITOR'S BUSINESS"), OR
BECOME ASSOCIATED WITH OR RENDER SERVICES TO A COMPETITOR'S BUSINESS SO ENGAGED.
B) FOR A PERIOD OF 9 MONTHS AFTER TERMINATION OF YOUR EMPLOYMENT FOR ANY REASON
(WHETHER WITH OR WITHOUT CAUSE) YOU SHALL NOT, DIRECTLY OR INDIRECTLY, CALL UPON
OR SOLICIT ANY COMPANY CUSTOMER FOR ANY PURPOSE OR BUSINESS THAT IS COMPETITIVE
WITH THE COMPANY'S BUSINESS, NOR SHALL YOU PERMIT A COMPETITOR'S BUSINESS
CONTROLLED DIRECTLY OR INDIRECTLY BY YOU TO DO SO.
MERE OWNERSHIP AS A PASSIVE
INVESTOR OF NOT MORE THAN FIVE PERCENT (5%) OF THE SECURITIES OF A CORPORATION
OR OTHER BUSINESS ENTERPRISE SHALL NOT BE DEEMED CONTROL OF OR AN ASSOCIATION