rpd000007749 (1015076), страница 4
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ARTICLE VI: PRICES AND SERVICE. The Employee shall sell the Company's ___________________ at the price and under the terms and conditions established by the Company. Said prices, terms and conditions may, from time to time, be changed and/or modified by the Company at its sole discretion. The Employee shall not at any time enter into any contract with any person, firm or corporation that shall purport to bind the Company in any manner whatsoever without written authority from the Company and any such contract entered into by such Employee shall not be binding upon the Company. The Company specifically reserves the right to reject any application or contract or to cancel any application or contract or part thereof even after acceptance, for credit reasons or for any other reason whatsoever that the Company deems appropriate.
ARTICLE VII: TERMINATION. In the event of the death of the Employee, the Company shall pay to the representative of the Employee's estate all funds due to the Employee as of the date of death. In the event that the Employee becomes disabled because of physical or mental disability as to be unable to perform the services required by this agreement and such disability continues for ___________ (____) days, the Company may, at or after the expiration of such ____________ (____)-day period and provided that the Employee's incapacity is then continuing, terminate the Employee's employment under this agreement. It is expressly understood that the inability of the Employee to render services to the Company by reason of illness, disability or incapacity or any cause beyond his or her control shall not constitute a failure by the Employee to perform his or her obligations hereunder and shall not be considered a breach or default under this agreement.
In the event that the Employee violates any of the provisions of this agreement, performs any act, or does anything by which the Company shall incur liability, then, at the option of the Company, this contract shall at once cease and the Company shall be under no obligation to the Employee, except to pay the Employee for services performed up to the date of termination of this agreement as herein provided.
In the event that the Employee violates any of the provisions of this agreement or fails to perform the services required of the Employee by this agreement, then at the option of the Company, this agreement shall at once cease and become null and void and the Company shall be under no obligation to said Employee, except to pay the Employee such compensation as he or she may be entitled to receive up to the time of such termination.
In the event that the Employee becomes insolvent and is unable to pay his or her debts in full, files a petition in bankruptcy, or is adjudicated a bankrupt, this agreement shall at once cease and become null and void, and the Company shall be under no obligation to the Employee, except to pay the Employee such compensation as he or she may be entitled to receive up to the time of such termination.
In the event that the Employee should be arrested, be the subject of an indictment, or charged with any crime or unlawful act involving an allegation or charge of a breach of moral turpitude or the sale or use of a prohibited drug or controlled substance, this contract shall at once cease and become null and void, and the Company shall be under no obligation to the Employee, except to pay the Employee such compensation as he or she may be entitled to receive up to the time of such termination.
In the event that the Employee should be found to have taken, used, or converted any property belonging to the Company, the Employee shall be immediately discharged and this contract shall, at once, cease and become null and void, and the Company shall be under no obligation to the Employee, except to pay the Employee such compensation as he or she may be entitled to receive up to the time of such termination.
Any payments due the Employee pursuant to termination shall be paid to the Employee as soon as the Company can determine the true and correct amount for all payments due the Employee. In the event that said termination is due to the misconduct of the Employee, pertaining to any of the terms hereunder, the Company shall have the right to withhold all money due the Employee, and shall apply said funds as an offset against any money due the Company by the Employee as a result of the Employee's misconduct. In any event, the Employee shall be entitled to an accounting, in writing, of the funds so withheld.
ARTICLE VIII: CONFIDENTIAL INFORMATION. "Confidential Information" shall be defined for the purpose of this agreement as information (1) disclosed to the Employee or known or gathered by the Employee as a consequence of or through his or her employment by the Company and (2) not generally known to the industry in which the Company is or may become engaged about the Company's products, administrative services or methods of doing business, including, but not limited to, information relating to trade secrets, marketing techniques and programs, dates, figures, projections, costs, methods of operation, identity of plans or administrative services, estimates, customer lists, customer history, personnel history, financial statements, accounting procedures and selling techniques.
That the Employee will not during his or her employment or after termination thereof, irrespective of the time, manner or cause of the termination of said employment, directly or indirectly disclose to any person, firm or corporation any of the above Confidential Information that he or she shall have acquired during his or her term of employment.
The Employee agrees that he or she will not, during his or her employment by the Company, or at any time thereafter, interfere with or disrupt, or attempt to interfere with or disrupt, any business relationship, contractual or otherwise, between the Company and any other party, including clients or prospective clients, suppliers, agents, or the employees of the Company.
The Employee acknowledges that all documents, words, files, customer lists, information and data in his or her possession or custody, whether gathered by the Employee or any other person, and whether or not reduced to writing, an electronic or magnetic medium, relating to the business activities of the Company are and shall remain the sole and exclusive property of the Company and/or the Company's customers.
That upon the termination of said employment, irrespective of the time, manner or cause of said termination, the Employee will surrender to the Company all information written or otherwise in connection with the Company's customers or business as well as other property of the Company.
ARTICLE IX: NONCOMPETITION PROVISION. In further consideration of employment, the Employee shall not engage in a business in any manner similar to, or in competition with, the Company's or the Company's affiliated businesses during the term of his or her employment. Furthermore, the Employee shall not engage in a business in any manner similar to or in competition with the Company's business for a period of _________ (___) years from the date of termination of his or her employment with the Company in the geographical area within a ____________ (____) mile radius of any present or future office opened by the Company during the term of employment and the geographical area within a _________ (____) mile radius of the Employee's home address.
The Employee shall not request any customers of any business then being conducted or contemplated by the Company, or its affiliates, to curtail or cancel their business with the Company or its affiliates.
The Employee shall not disclose to any person, firm, or corporation, any trade, technical or technological secrets, any details of organizations or business affairs, any names of past or present customers of the Company or its affiliates or any other information relating to the business or businesses or their affiliates.
The Employee shall not solicit, canvass, or accept any business or transaction for any other person, firm, or corporation or business similar to any business of the Company or its affiliates.
The Employee shall not induce, or attempt to influence, any employee of the business or its affiliates to terminate employment with the business or its affiliates, or to enter into any employment or other business relationship with any other person (including the Employee), firm or corporation.
The Employee shall not act or conduct himself or herself in any manner that he or she shall have reason to believe is inimical or contrary to the best interests of the Company or its affiliates.
The Employee shall not perform any act in violation hereof through any other person or entity or through any plan, scheme, or design calculated to circumvent the requirements hereof.
The Employee acknowledges and agrees that the above restriction is reasonable as to duration and geography, that it is fully enforceable. Furthermore said Employee waives any objection thereto, and covenants not to institute any suit or proceeding, or otherwise advance any position or contention to the contrary.
The Employee recognizes that immediate and irreparable damage will result to the Company if the Employee breaches any of the terms and conditions of this article. Accordingly, the Employee hereby consents to the entry of temporary, preliminary, and permanent injunctive relief by any court of competent jurisdiction against him or her to restrain any such breach, in addition to any other remedies or claims for money damages that the Company may seek. The Employee further agrees to render an equitable accounting of all earnings, profits and other benefits arising from such violations, and to pay all costs and counsel fees incurred by the Company in enforcing this agreement, whose rights shall be cumulative. The Employee represents and warrants to the Company that his or her experience and capabilities are such that he or she can obtain employment in a business without breaching the terms and conditions of this article, and that his or her obligations under the provisions of this article (and the enforcement thereof by injunction or otherwise) will not prevent him or her from earning a livelihood.
This covenant on the part of the Employee shall be construed as independent of any other provisions of this agreement, and the existence of any claim or cause of action by the Employee against the Company, whether predicated on this agreement or otherwise, shall not constitute a defense to the enforcement by the Company of this covenant.
In the event that the Employee is in breach of any of the provisions of this Article IX, the period of proscription from doing the act or acts that constitute a breach of this Article IX shall be extended for a period of two (2) years from the date that the Employee ceased, whether voluntarily or by court order, to engage in or do said actions.
The Employee recognizes and agrees that the Company does not have a remedy at law adequate to protect the Company's rights and interests as set forth in this article, and the Employee therefore agrees that the Company shall have the right to an injunction enjoining the Employee from violating the provisions of this article. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee.
If any action at law or equity is necessary to enforce or interpret the terms of this agreement, the Employee agrees to pay the Company reasonable attorney fees, costs, and necessary disbursements, in addition to any other relief and/or damages to which the Company may be entitled.
In the event that a court of competent jurisdiction determines that this restrictive covenant and covenant not to compete is unenforceable in whole or in part for any reason, including, without limitation, the duration, scope and remedies set forth above, then same shall not be void, but rather shall be enforced to the extent that same is deemed to be enforceable by said court, as if originally executed in that form by the parties hereto.
ARTICLE X: MISCELLANEOUS. Service of all notice under this agreement shall be sufficient if made by registered mail to the specific party involved herein at his or her respective address hereinafter set forth or as such party may provide from time to time in writing:
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