Confidentiality
and Noncompetition Agreement
In consideration
of my employment or continued employment by (Name
of Company) (the "Company"), together
with its affiliates and subsidiaries, and any
subsidiaries or affiliates which hereafter may be
formed or acquired, and in recognition of the
fact that as an employee of the Company I will
have access to the Company's customers and to
confidential and valuable business information of
the Company and of its parent company, (specify),
together with its affiliates and subsidiaries,
and any subsidiaries or affiliates which
hereafter may be formed or acquired, I hereby
agree as follows:
1. The Company's
Business. The Company is (specify, for example, a
consulting firm). The Company is committed to
quality and service in every aspect of its
business. I understand that the Company looks to
and expects from its employees a high level of
competence, cooperation, loyalty, integrity,
initiative, and resourcefulness. I understand
that as an employee of the Company, I will have
substantial contact with the Company's customers
and potential customers.
I further
understand that all business and fees, including
insurance, bond, risk management, self insurance,
insurance consulting, and other services produced
or transacted through my efforts, shall be the
sole property of the Company, and that I shall
have no right to share in any commission or fee
resulting from the conduct of such business other
than as compensation referred to in paragraph 3
hereof. All checks or bank drafts received by me
from any customer or account shall be made
payable to the Company, and all premiums,
commissions, or fees that I may collect shall be
in the name of and on behalf of the Company.
2. Duties of
Employee. I shall comply with all Company rules,
procedures, and standards governing the conduct
of employees and their access to and use of the
Company's property, equipment, and facilities. I
understand that the Company will make reasonable
efforts to inform me of the rules, standards, and
procedures which are in effect from time to time
and which apply to me.
3. Compensation
and Benefits. I shall receive the compensation as
is mutually agreed upon, which may be adjusted
from time to time, as full compensation for
services performed under this Agreement. In
addition, I may participate in such employee
benefit plans and receive such other fringe
benefits, subject to the same eligibility
requirements, as are afforded other Company
employees in my job classification. I understand
that these employee benefit plans and fringe
benefits may be amended, enlarged, or diminished
by the Company from time to time, at its
discretion.
4. Management of
the Company. The Company may manage and direct
its business affairs as it sees fit, including,
without limitation, the assignment of sales
territories, notwithstanding any employee's
individual interest in or expectation regarding a
particular business location or customer account.
5. Termination of
Employment. My employment may be terminated by
the Company or me at any time, with or without
notice or cause. Upon termination of my
employment, I shall be entitled to receive
incentive payments in accordance with the
provisions of the Company's Incentive Plan, as it
may be modified by the Company from time to time,
less any adjustments for amounts owed by me to
the Company. I understand that I may also receive
additional compensation at the discretion of the
Company and in accordance with the published
Company Personnel Policy on Termination Pay.
6. Agreement Not
to Compete with the Company.
A. As long as I am
employed by the Company, I shall not participate
directly or indirectly, in any capacity, in any
business or activity that is in competition with
the Company.
B. In
consideration of my employment rights under this
Agreement and in recognition of the fact that I
will have access to the confidential information
of the Company and that the Company's
relationships with its customers and potential
customers constitute a substantial part of its
goodwill, I agree that for One (1) year from and
after termination of my employment, for any
reason, unless acting with the Company's express
prior written consent, I shall not, directly or
indirectly, in any capacity, solicit or accept
business from, provide consulting services of any
kind to, or perform any of the services offered
by the Company, for any of the Company's
customers or prospects with whom I had business
dealings in the year next preceding the
termination of my employment.
7. Unauthorized
Disclosure of Confidential Information. While
employed by the Company and thereafter, I shall
not, directly or indirectly, disclose to anyone
outside of the Company any Confidential
Information or use any Confidential Information
(as hereinafter defined) other than pursuant to
my employment by and for the benefit of the
Company.
The term
"Confidential Information" as used
throughout this Agreement means any and all trade
secrets and any and all data or information not
generally known outside of the Company whether
prepared or developed by or for the Company or
received by the Company from any outside source.
Without limiting the scope of this definition,
Confidential Information includes.findlaw any
customer files, customer lists, any business,
marketing, financial or sales record, data, plan,
or survey; and any other record or information
relating to the present or future business,
product, or service of the Company. All
Confidential Information and copies thereof are
the sole property of the Company.
Notwithstanding
the foregoing, the term Confidential Information
shall not apply to information that the Company
has voluntarily disclosed to the public without
restriction, or which has otherwise lawfully
entered the public domain.
8. Prior
Obligations. I have informed the Company in
writing of any and all continuing obligations
that require me not to disclose to the Company
any information or that limit my opportunity or
capacity to compete with any previous employer.
9. Employee's
Obligation to Cooperate. At any time upon request
of the Company (and at the Company's expense) I
shall execute all documents and perform all
lawful acts the Company considers necessary or
advisable to secure its rights hereunder and to
carry out the intent of this agreement.
10. Return of
Property. At any time upon request of the
Company, and upon termination of my employment, I
shall return promptly to the Company, including
all copies of all Confidential Information or
Developments, and all records, files, blanks,
forms, materials, supplies, and any other
materials furnished, used, or generated by me
during the course of my employment, and any
copies of the foregoing, all of which I recognize
to be the sole property of the Company.
11. Special
Remedies. I recognize that money damages alone
would not adequately compensate the Company in
the event of a breach by me of this Agreement,
and I therefore agree that, in addition to all
other remedies available to the Company at law or
in equity, the Company shall be entitled to
injunctive relief for the enforcement hereof.
Failure by the Company to insist upon strict
compliance with any of the terms, covenants, or
conditions hereof shall not be deemed a waiver of
such terms, covenants, or conditions.
12. Miscellaneous
Provisions. This Agreement contains the entire
and only agreement between me and the Company
respecting the subject matter hereof and
supersedes all prior agreements and
understandings between us as to the subject
matter hereof; and no modification shall be
binding upon me or the Company unless made in
writing and signed by me and an authorized
officer of the Company.
My obligations
under this Agreement shall survive the
termination of my employment with the Company
regardless of the manner of or reasons for such
termination, and regardless of whether such
termination constitutes a breach of this
Agreement or of any other agreement I may have
with the Company. If any provisions of this
Agreement are held or deemed unenforceable or too
broad to permit enforcement of such provision to
its full extent, then such provision shall be
enforced to the maximum extent permitted by law.
If any of the provisions of this Agreement shall
be construed to be illegal or invalid, the
validity of any other provision hereof shall not
be affected thereby.
This Agreement
shall be governed and construed according to the
laws of (specify State), and shall be deemed to
be effective as of the first day of my employment
by the Company.
BY SIGNING THIS
AGREEMENT, I ACKNOWLEDGE THAT I HAVE READ AND
UNDERSTOOD ALL OF ITS PROVISIONS AND THAT I AGREE
TO BE FULLY BOUND BY THE SAME.
| Employee:
________________________________ |
Date: ____________ |
Accepted by:
_______________________________
(Name and Title of Officer) |
Date: ____________ |
|
