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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
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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
reasonable precautions taken by Murrayhill to keep such
information
confidential and/or secret. Employee also acknowledges and agrees
that
the Trade Secrets are used in Murrayhill's Business and give
Murrayhill an advantage over competitors who do not know, use, or
have
access to the Trade Secrets. For these reasons, Employee
acknowledges
and agrees that the Trade Secrets are trade secrets within the
meaning
of Sections 7-74-102(4) and 8-2-113(2)(b) of the Colorado
Revised
Statutes. Employee expressly agrees that the confidential nature
of
the "Trade Secrets" shall not be subject to contest.
9. Employee agrees to treat
Murrayhill's Trade Secrets in confidence and
to undertake the following obligations with respect to the
Trade
Secrets:
i. To use the
Trade Secrets only for purposes in furtherance of
the Business of Murrayhill and to not use in any manner
whatsoever any Trade Secrets for the direct or indirect
benefit of Employee or any person or entity other than
Murrayhill;
ii. Not to make or disseminate copies, in whole or in part, in
paper or electronic format, embodying any Trade Secrets,
except to a current employee of Murrayhill or as expressly
permitted by an officer of Murrayhill and absolutely
necessary for Employee to perform her duties as an emp
