Non Disclosure Agreement Legality - DOC by cry21048


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      This Non-Competition, Confidentiality Agreement is entered into by and
between ___________________ (the "Company"), and ___________________ ("the
Employee") and becomes effective on ___________________, 2009.

        1.1    Covenant Not to Compete.

       (a)     During the period of time beginning as of the effective date of this
Agreement and for a one year period following the Employee's termination of
employment with the Company for any reason, the Employee agrees that, without the
prior written consent of the Company which shall specifically refer to this Agreement,
he will not, directly or indirectly, for any reason:

        (i) engage in, assist or have any interest in, as a principal, consultant,
        independent contractor, member advisor, agent, financier or employee, any
        business or entity which is, or which is about to become, engaged in, providing
        goods or services in competition with those provided by the Company or any
        affiliate of the Company;

        (ii) request any customer or supplier to curtail, divert or cancel business with the
        Company or any affiliate of the Company;

        (iii) attempt to influence any employee of Company or any affiliate of the
        Company to terminate employment with, or join a competitor of, the Company
        or any affiliate of the Company; or

        (iv) otherwise interfere in any contractual relationship of the Company or any
        affiliate of the Company.

       (b) The geographic scope of the Agreement not to compete described in this
section 1.1 includes any activity within a one-hundred mile radius of any Company
office or location in which the Company is doing business or is contemplating doing
business, as evidenced by internally generated documents regarding expansion of the
Company’s business, at the time that Employee’s employment with the Company

        1.2    Confidential Information.

      (a)    The Employee agrees that he will not use for the benefit of himself or any
other party, other than the Company, or disclose to another any “Confidential

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Information” (as hereafter defined) except as such disclosure or use may be consented
to in advance by the Company in a writing which specifically refers to this Agreement.

        (b)     “Confidential Information” as used herein means information in whatever
form, including that which is written, electronically stored, orally transmitted, or
memorized of commercial value to the Company or its affiliates that had been created,
discovered, developed, or had otherwise become known to the Company or its
affiliates, or in which property rights had been assigned to or otherwise conveyed to the
Company or its affiliates, including, but not limited to, any Employee Inventions (as
defined below), the whole or any part of any ideas, plans, processes, technology,
software, technical information, trade secret, data, technique, marketing plan, strategy,
forecast, customer or supplier list, business plan or financial information.

      (c)    The Employee agrees not to remove from the Company's premises, except
when specifically authorized in pursuit of the Company's business, any document,
record, notebook, plan, device or any Confidential Information. The Employee
recognizes that, as between the Company and the Employee, all such documents,
records, notebooks, plans, devices, or Confidential Information, whether or not
developed by the Employee, are the exclusive property of the Company.

       (d)    In the event of termination of the Employee's employment with the
Company, or upon the earlier request of the Company during the term of this
Agreement, the Employee shall return to the Company all documents, records,
notebooks, plans, devices, and Confidential Information in the Employee's possession
or subject to the Employee's control. The Employee shall not retain any copies,
abstracts, sketches or other physical embodiment of any such document, record,
notebook, plan, device, or Confidential Information.

       (e)    For the purposes of this Agreement, the term "Employee Invention" shall
include any ideas, inventions, software, techniques, modifications, processes or
improvements, whether patentable or not, created, conceived or developed by the
Employee, either solely or in conjunction with others, during the period of the
Employee's employment by the Company, provided that such invention relates in any
way to, or is useful in any manner in, the business then conducted or proposed to be
conducted by the Company. The term "Employee Invention" shall also include any
idea, invention, software, technique, or improvement created by the Employee, either
solely or in conjunction with others, after the termination of the Employee's
employment with the Company, which is based upon or uses Confidential Information
and relates in any way to, or is useful in any manner in, the business now or then being
conducted by the Company. The Employee agrees: (i) to promptly disclose any
Employee Invention to the Company in writing, and (ii) that any Employee Invention

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shall belong to the Company.

        1.3   Enforceability/Equitable Remedies.

       (a)     These restrictions are needed to reasonably protect the legitimate business
interests of the Company. Employee understands that this enforceability provision is
an essential element of this Agreement and the Company would not have entered into
this Agreement without it being included.

       (b)    Employee specifically agrees that these restrictions are reasonable in scope
and limitation in light of the business interests of the Company.

       (c)    If any provision of sections 1.1 or 1.2 shall be held invalid, illegal, or
unenforceable, the remaining provisions shall continue in full force and effect. If any
provision shall for any reason be held to be excessively broad as to time, duration,
geographical scope, activity, or subject, it shall be construed, by limiting and reducing
it, so as to be enforceable to the extent permitted by applicable law. The validity,
legality, and enforceability of other restrictions shall not be affected by any judicial

        (d)    The Employee hereby represents and acknowledges that the services
performed by him under this Agreement are of a special, unique, and extraordinary
character, and that damages would not be an adequate or reasonable remedy for breach
of his obligations hereunder.

        (e)    Violation or attempted violation of any provision of this Agreement will
cause the Company to suffer irreparable harm and the Company’s remedies at law will
be inadequate. Employee understands that the Company will be entitled to injunctive
relief in the event of any violation of this Agreement, and Employee hereby waives any
claim to dispute that the Company is irreparably harmed by such violation.

       (f)   Employee has received valuable consideration for the Agreement
including but not limited to employment by the Company.

       (g)    The Company shall be entitled to a temporary restraining order,
temporary or permanent injunction, specific performance, and other equitable relief,
without any showing of irreparable harm or damage or the posting of any bond or
other security, in addition to any other rights or remedies which then may be available
to the Company. Any litigation commenced under this Agreement shall be brought in
___________________ County, Ohio, and Employee expressly consents to such
jurisdiction and venue.

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        1.4   Miscellaneous. This Agreement contains the entire agreement among the
parties and supersedes any prior understandings or agreements between them
respecting the subject matter hereof. This Agreement may be executed in several
counterparts, and each executed counterpart shall be considered as an original of this
Agreement. This Agreement shall be binding upon and inure to the benefit of the
parties, their respective heirs, personal representatives, successors and permitted
assigns. The Company may assign this Agreement; however, Employee may not assign
this Agreement. The captions at the beginning of the sections of this Agreement are not
part of the context hereof, but are merely labels to assist in locating and reading those
sections and shall be ignored in construing this Agreement. This Agreement shall be
governed by, and construed pursuant to, the laws of the State of Ohio. Each provision
of this Agreement is severable from every other provision of this Agreement.

     IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date indicated below.

[COMPANY]                                [EMPLOYEE]

                            Date                                    Date

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