AGREEMENT FOR THE PROTECTION OF TRADE SECRETS

 

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                                                                   Exhibit 10.18

 

[THE MURRAYHILL COMPANY LOGO]

 

                                                                  EXECUTION COPY

 

                  AGREEMENT FOR THE PROTECTION OF TRADE SECRETS

 

          This AGREEMENT (the "Agreement") is made and entered into as of May

24, 2004 between The Murrayhill Company, a Colorado corporation ("Murrayhill")

and Margaret Sue Ellis ("Employee" and collectively with Murrayhill, the

"Parties").

 

          WHEREAS, Employee is currently employed by Murrayhill in an executive

management position with authority and responsibility for formulating and

effectuating management policies by expressing or making operative decisions for

Murrayhill;

 

          WHEREAS, Employee acknowledges that she has access to certain

confidential and proprietary information and trade secrets of Murrayhill, as

described in further detail in Paragraph 5 of this Agreement ("Trade Secrets"),

which information Employee expressly acknowledges has and will remain under the

full control of Murrayhill and shall remain confidential and/or of limited

availability;

 

          NOW THEREFORE, in consideration of being employed by Murrayhill at an

annualized salary of $232,000, being permitted to have and continue to have

access to Murrayhill's Trade Secrets, and the purchase price (the "Purchase

Price") paid to Employee by Murrayhill for Employee's common stock pursuant to

the Stock Purchase and Redemption Agreement, dated as of May 24, 2004 by and

among Murrayhill, the Stockholders named therein, and the Investors named

therein, Employee and Murrayhill agree as follows:

 

     1.   For the purposes of this Agreement, "Murrayhill" shall be construed to

          mean The Murrayhill Company and/or any of its Affiliates. The term

          "Affiliate" shall mean: (i) any person or entity directly or

          indirectly controlled by, controlling, or under the common control of

          Murrayhill; and (ii) any officer, director, employee, or trustee of

          Murrayhill.

 

     2.   Employee agrees that she will be employed by Murrayhill on an at-will

          basis in an executive management position with authority and

          responsibility for formulating and effectuating management policies by

          expression or making operative decisions for Murrayhill within the

          meaning of Section 8-2-113 of the Colorado Revised Statutes.

 

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[THE MURRAYHILL COMPANY LOGO]

 

                                                                  EXECUTION COPY

 

     3.   Employee agrees that the employment and compensation to be provided to

          her by Murrayhill, access to some or all of the Trade Secrets, and the

          Purchase Price is adequate consideration for agreeing to be bound by

          the terms of this Agreement.

 

     4.   During such time as Employee is employed by Murrayhill, Employee shall

          (i) devote her full business time, attention, skill and efforts to the

          business and affairs of Murrayhill, and (ii) discharge such services

          in a diligent, trustworthy, businesslike, and efficient manner and to

          the best of her abilities.

 

     5.   Employee agrees that this is a contract for the protection of trade

          secrets within the meaning of Section 8-2-113 of the Colorado Revised

          Statutes. Employee has been provided with, and has read, Sections

          8-2-113 and 7-74-102(4) of the Colorado Revised Statutes, a copy of

          which are attached to this Agreement as Attachment A. Employee is

          hereby advised by Murrayhill to seek the advice of a legal counsel

          prior to signing this Agreement, if she so desires.

 

     6.   For the purposes of this Agreement, "Business" shall mean: (i) the

          tracking, monitoring, reporting on, and/or advising on the performance

          of mortgage- and/or asset-backed securities, and/or the servicing

          thereof, for third parties on a fee-for-service basis; (ii) the

          accounting, reconciliation and/or resolving of discrepancies between

          servicers, master servicers, trustees, and/or other transaction

          fiduciaries, or their reports; (iii) the provision of securities or

          other asset valuation or "mark to market" services for owners of

          investment portfolios on a fee for service basis; and (iv) accounting

          and reconciliation of all cash-flow-related aspects of asset-backed

          and/or mortgage-backed securitizations.

 

     7.   For the purposes of this Agreement, "Trade Secrets" shall include any

          and all information, whether oral or written, including, concerning,

          or relating to:

 

                 i. Contracts between Murrayhill and its customers/clients;

 

                ii. The pricing of services provided by Murrayhill;

 

               iii. The business strategy and plans of Murrayhill;

 

AGREEMENT FOR THE PROTECTION OF TRADE SECRETS                                  2

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[THE MURRAYHILL COMPANY LOGO]

 

                                                                  EXECUTION COPY

 

                iv. Customer and/or client lists, lists of prospective customers

                    and/or clients, employee lists (which includes the name,

                    address, email address, telephone and/or fax number), or any

                    other third-party contact information belonging to

                    Murrayhill;

 

                 v. Payment formulae;

 

                vi. Software and computer programs developed by Murrayhill;

 

               vii. Business forms or procedures developed by Murrayhill;

 

              viii. The details of any product or service currently offered by

                    Murrayhill, or developed or in development by Murrayhill

                    during the period in which Employee is employed by

                    Murrayhill;

 

                ix. Financial information regarding Murrayhill and/or its

                    customers or clients;

 

                 x. Methods utilized by Murrayhill to conduct or obtain

                    business;

 

                xi. Staffing, hiring, and personnel management methods of

                    Murrayhill;

 

               xii. Identities of the shareholders of Murrayhill;

 

              xiii. Designs or processes related to the operation of

                    Murrayhill's business;

 

               xiv. Formulae or algorithms developed by Murrayhill;

 

                xv. Plans, devices, or material of Murrayhill, whether patented

                    or patentable, copyrighted or copyrightable;

 

               xvi. The business or personal affairs of any individual, client,

                    or entity doing business with Murrayhill.

 

AGREEMENT FOR THE PROTECTION OF TRADE SECRETS                                  3

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[THE MURRAYHILL COMPANY LOGO]

 

                                                                  EXECUTION COPY

 

          Should it be subsequently determined by a court of competent

          jurisdiction that any one of the foregoing items does not constitute a

          Trade Secret, Employee expressly agrees that such court may exclude

          one or more items in the definition of "Trade Secret" to the extent

          necessary to make this Agreement reasonable and enforceable.

 

     8.   Employee acknowledges and admits that the Trade Secrets constitute

          information that is valuable to Murrayhill and are subject to