EXECUTIVE EMPLOYMENT NONDISCLOSURE,
NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
This Executive Employment Nondisclosure, Non-Competition, and Non-Solicitation Agreement (this "Agreement") dated as of this ______ day of _______, 2011 (the "Effective Date"), between [_____________], a company incorporated and existing under the laws of [_____________] (the "Company"), and [_____________] ("Executive").
Recitals
WHEREAS, concurrently herewith, the Company is entering into an Employment Agreement with the Executive (the "Employment Agreement"); and
WHEREAS, the execution and delivery of this Agreement is required by the terms of the Employment Agreement, and the Company would not employ the Executive based on the terms of the Employment Agreement unless the Executive executes this Agreement and agrees to comply with the terms hereof, and this Agreement constitutes an important portion of the consideration given by the Employment under the Employment Agreement and is integral to the benefit of the bargain to the Company under the Employment Agreement.
All capitalized terms not otherwise defined herein shall have the same meaning ascribed thereto in the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for the consideration received under the Employment Agreement, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Scope.
The Executive acknowledges that the provisions of this Agreement are an essential element of the terms of employment contemplated by the Employment Agreement, a fundamental inducement to the Company to enter into the Employment Agreement and reasonable and necessary to protect the Company. In addition, the Executive acknowledges that the provisions of this Agreement (i) do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Company and (ii) contain reasonable limitations as to the time and the scope of the activity to be restrained; and that the consideration provided under the Employment Agreement is sufficient to compensate the Executive for the restrictions contained herein.
2. Non-Competition.
Executive agrees that during the Employment Period (as defined in the Employment Agreement) and for the one [_____________] year period thereafter (the "Restriction Period"), he shall not, directly or indirectly, for his own account, or in any capacity on behalf of any...
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