TO PROVIDE IT WITH ANY DOCUMENTS OR RECORDS OBTAINED FROM FORMER
EMPLOYMENT WITH NACM.
EMPLOYEE HAS NOT BROUGHT AND WILL NOT BRING WITH HIM TO
EMPLOYER, OR USE IN HIS EMPLOYMENT, ANY MATERIALS OR DOCUMENTS OF NACM THAT ARE
NOT GENERALLY AVAILABLE TO THE PUBLIC, UNLESS EMPLOYEE HAS OBTAINED EXPRESS
WRITTEN AUTHORIZATION FROM NACM FOR THEIR POSSESSION AND USE FOR EMPLOYER'S
BENEFIT.
(D)
EMPLOYEE ALSO UNDERSTANDS THAT, IN HIS
SERVICE TO EMPLOYER, EMPLOYEE IS NOT TO BREACH ANY OBLIGATION OF CONFIDENTIALITY
THAT EMPLOYEE MAY HAVE TO NACM.
EMPLOYEE REPRESENTS THAT HIS PERFORMANCE OF ALL
THE TERMS OF THIS AGREEMENT AND HIS PERFORMANCE AS AN EMPLOYEE OF EMPLOYER DOES
NOT AND WILL NOT BREACH ANY AGREEMENT BY EMPLOYEE TO PROTECT ANY TRADE SECRETS
AND CONFIDENTIAL INFORMATION EMPLOYEE MAY HAVE ACQUIRED FROM NACM PRIOR TO HIS
EMPLOYMENT WITH EMPLOYER.
EMPLOYEE HAS NOT ENTERED INTO, AND EMPLOYEE AGREES
THAT EMPLOYEE WILL NOT ENTER INTO, ANY AGREEMENT, EITHER WRITTEN OR ORAL, WHICH
IS IN CONFLICT WITH THIS AGREEMENT.
EMPLOYEE HAS PROVIDED EMPLOYER WITH A COPY
OF ANY AND ALL AGREEMENTS WITH FORMER EMPLOYERS CONCERNING THE CONFIDENTIALITY
OF PROPRIETARY INFORMATION, ASSIGNMENT OF INVENTIONS, OR ANY OTHER RELATED
SUBJECT MATTER WHICH MAY AFFECT HIS DUTIES AS AN EMPLOYEE.
7
12.
NONSOLICITATION/NONDISPARAGEMENT.
In the event of the termination of this Agreement for any reason, the Employee
shall not, for a period of two (2) years thereafter, directly or indirectly:
(A)
SOLICIT, INDUCE OR ENCOURAGE ANY EMPLOYEE
OF EMPLOYER TO TERMINATE HIS OR HER EMPLOYMENT WITH EMPLOYER;
(B)
MAKE ANY DISPARAGING PUBLIC STATEMENT
CONCERNING EMPLOYER; OR
(C)
USE EMPLOYER'S CONFIDENTIAL INFORMATION TO
INDUCE, ATTEMPT TO INDUCE OR KNOWINGLY ENCOURAGE ANY CUSTOMER (AS DEFINED BELOW)
OF EMPLOYER TO DIVERT ANY BUSINESS OR INCOME FROM EMPLOYER, OR TO STOP OR ALTER
THE MANNER IN WHICH THEY ARE THEN DOING BUSINESS WITH EMPLOYER.
THE TERM
"CUSTOMER" WITH RESPECT TO EMPLOYER SHALL MEAN ANY INDIVIDUAL OR BUSINESS FIRM
THAT IS, OR WITHIN THE PRIOR TWENTY-FOUR (24) MONTHS WAS, A CUSTOMER OR CLIENT
OF EMPLOYER, OR WHOSE BUSINESS WAS ACTIVELY SOLICITED BY EMPLOYER AT ANY TIME,
REGARDLESS OF WHETHER SUCH CUSTOMER WAS GENERATED, IN WHOLE OR IN PART, BY THE
EMPLOYEE'S EFFORTS.
13.
DAMAGES FOR IMPROPER TERMINATION WITH CAUSE.
In the event that the Employer terminates this Agreement and the Employee's
employment hereunder for "Cause," but it subsequently is determined by an
arbitrator or a court of competent jurisdiction, as the case may be, that the
Employer did not have Cause for the termination, then for purposes of this
Agreement, the Employer's decision to terminate shall be deemed to have been a
termination without Cause, and the Employer shall be obligated to pay the
Severance Benefits specified under Section 6(c), and only that amount.
14.
ARBITRATION.
Any controversy or dispute arising out of, based upon, or relating to this
Agreement, its enforcement or interpretation, or because of an alleged breach,
default, or misrepresentation in connection with any of its provisions, or
arising out of, based upon, or relating in any way to