8/8/2019 Confidentiality and Non-compete Agreement

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8/8/2019 Confidentiality and Non-compete Agreement

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Confidentiality and Non-Compete Agreements Exhibit 10-9 (continued)

by the company (the Information). The term Information includes, but is not limitedto, the names or addresses of the companys customers, clients, patrons and suppliers, orothers having business dealings with it. Information does not include anything generallyknown or available to the public. If there is any reasonable doubt about whethersomething is Information, it is.

Section 5. The Employee agrees that, except to the extent of services rendered to and on behalf of

the company under this Agreement: (a) during the Restricted Period, he will notdirectly or indirectly solicit business or patronage from any person or entity who wasa customer or client of the company during the course of the Employees employment

hereunder; and (b) during the Restricted Period and within the State of ,

he will not directly or indirectly carry on or be involved in any activity or businesssimilar to or competitive with the business of the company on the date on which theEmployee ceases for any reason to be an employee of the company ( the TerminationDate). The Restricted Period means the date starting when the Employee is hired and,subject to extension as provided in Section 8, below, ending three(3) years after theTermination Date.

Section 6. This Agreement shall bind and be for the benefit of the parties and their respectiveheirs, successors and assigns. Its benefits shall inure to any third party which succeedsto the business of the company, whether by way of consolidation, merger or otherwise,or to which all or substantially all of its assets (including its rights under thisAgreement) may be transferred or assigned.

Section 7. The parties agree that, in addition to an award of money damages, an order of specificperformance will be required to properly protect the company under this Agreement.The Employee understands that if he breaches this Agreement, the company may bringlegal proceedings under it. The Employee will pay the companys cost of suit andenforcement, including reasonable attorney fees, if the company brings suchproceedings and obtains a verdict or judgment in its favor.

Section 8. The dates on which the periods of restriction specified in Section 4 and 5, above,otherwise would expire shall be extended by one (1) full week for each week or anyportion thereof during which the Employee shall have failed in whole or in part tohonor and abide by all of the terms and provisions of such Sections. Further, if thecompany obtains a verdict or judgment for any legal or equitable relief as a result oflitigation arising in connection with this Agreement, the Employee will pay to thecompany, in addition to any other damages to which the company may be entitled, the

sum of $ for each da between the date on which the Em lo ee ceased to bean employee of the company and the date on which such litigation is finally resolvedand on or during which the Employee was not fully in compliance with his obligationsand duties under this Agreement. Nothing in this Section 8 or in Section 7 shall limit orrestrict the companys right to recover its costs of suit and enforcement as provided inSection 7, above, its rights to specific performance, or its right to any other remedy towhich it may be entitled.

Section 9. This is the entire agreement between the parties relating to the Employeesemployment. All prior discussions are merged herein. No provision of this Agreementshall be altered, modified or waived, except in writing. If any term, clause or provisionof this Agreement is judged to be invalid, the validity of any other term, clause or

8/8/2019 Confidentiality and Non-compete Agreement

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