be promptly returned
to Employer upon termination of the Employee's employment.
The term "personal
property" includes, without limitation, all office equipment, laptop computers,
cell phones, books, manuals, records, reports, notes, contracts, requests for
proposals, bids, lists, blueprints, and other documents, or materials, or copies
thereof (including computer files), and all other proprietary and
non-proprietary information relating to the business of Employer.
Following
termination of his employment hereunder, the Employee will not retain any
written or other tangible material containing any proprietary or non-proprietary
information of Employer.
10.
ACKNOWLEDGMENT OF PROTECTABLE INTERESTS.
The Employee acknowledges and agrees that his employment with Employer involves
building and maintaining business relationships and good will on behalf of the
Employer with customers, and other professional contractors, subcontractors,
employees and staff, and various providers and users of services related to
Employer's business; that he is entrusted with
6
proprietary, strategic and other confidential information which is of special
value to Employer; and that the foregoing matters are significant interests
which the Employer is entitled to protect.
11.
CONFIDENTIAL INFORMATION.
(A)
THE EMPLOYEE AGREES THAT ALL CONFIDENTIAL
INFORMATION THAT COMES OR HAS COME INTO HIS POSSESSION BY REASON OF HIS
EMPLOYMENT HEREUNDER IS THE PROPERTY OF THE EMPLOYER AND SHALL NOT BE USED
EXCEPT IN THE COURSE OF EMPLOYMENT BY EMPLOYER AND FOR EMPLOYER'S EXCLUSIVE
BENEFIT.
FURTHER, THE EMPLOYEE SHALL NOT, DURING HIS EMPLOYMENT OR THEREAFTER,
DISCLOSE OR ACKNOWLEDGE THE CONTENT OF ANY CONFIDENTIAL INFORMATION TO ANY
PERSON WHO IS NOT AN EMPLOYEE OF EMPLOYER AUTHORIZED TO POSSESS SUCH
CONFIDENTIAL INFORMATION.
UPON TERMINATION OF EMPLOYMENT, THE EMPLOYEE SHALL
DELIVER TO EMPLOYER ALL DOCUMENTS, WRITINGS, ELECTRONIC STORAGE DEVICES, AND
OTHER TANGIBLE THINGS CONTAINING ANY CONFIDENTIAL INFORMATION AND THE EMPLOYEE
SHALL NOT MAKE OR RETAIN COPIES, EXCERPTS, OR NOTES OF SUCH INFORMATION.
(B)
EMPLOYEE IS AWARE THAT EMPLOYER IS CONFIDENT
OF ITS ABILITY TO COMPETE ON THE BASIS OF ITS OWN PRODUCTS AND COMMITMENT TO
SERVICE, AND EMPLOYEE UNDERSTANDS THAT EMPLOYER DOES NOT DESIRE TO OBTAIN OR
MAKE USE OF ANY TRADE SECRETS OR CONFIDENTIAL INFORMATION (IF ANY) THAT EMPLOYEE
MAY HAVE ACQUIRED DURING ANY FORMER EMPLOYMENT WITH NI AMERICA CAPITAL
MANGEMENT, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("NACM").
IT HAS BEEN
EXPLAINED TO EMPLOYEE THAT ANY INFORMATION NEEDED TO SUCCEED IN HIS POSITION IS
PUBLICLY AVAILABLE, READILY KNOWN THROUGHOUT THE INDUSTRY, OR CAN BE OTHERWISE
OBTAINED WITHOUT RECOURSE TO TRADE SECRET OR CONFIDENTIAL INFORMATION OBTAINED
THROUGH HIS PRIOR EMPLOYMENT WITH NACM, INCLUDING BY EMPLOYER'S PROVISION OF ITS
OWN TRADE SECRET AND CONFIDENTIAL INFORMATION FOR EMPLOYEE'S USE.
EMPLOYEE
AGREES THAT DURING HIS EMPLOYMENT WITH EMPLOYER, EMPLOYEE WILL NOT IMPROPERLY
DISCLOSE OR USE ANY TRADE SECRETS OR CONFIDENTIAL INFORMATION THAT EMPLOYEE MAY
HAVE ACQUIRED FROM PRIOR EMPLOYMENT WITH NACM.
IF AT ANY TIME EMPLOYEE BELIEVES
THAT HIS JOB DUTIES WOULD OTHERWISE TOUCH UPON TRADE SECRETS OR CONFIDENTIAL
INFORMATION OBTAINED DURING PRIOR EMPLOYMENT WITH NACM, EMPLOYEE WILL REFRAIN
FROM ANY USE OR DISCLOSURE OF SUCH INFORMATION AND LET EMPLOYER KNOW
IMMEDIATELY.
(C)
EMPLOYEE ACKNOWLEDGES THAT EMPLOYER HAS NOT
ASKED EMPLOYEE