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CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Confidentiality Agreement

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT | Document Parties: Advanced Technology, Inc | PCP Acquisition, Inc | Perfect Circle Projectiles, LLC You are currently viewing:
This Confidentiality Agreement involves

Advanced Technology, Inc | PCP Acquisition, Inc | Perfect Circle Projectiles, LLC

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Title: CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Governing Law: Delaware     Date: 7/13/2007
Industry: Security Systems and Services     Sector: Services

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT, Parties: advanced technology  inc , pcp acquisition  inc , perfect circle projectiles  llc
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Exhibit 10.6

CONFIDENTIALITY AND

NON-COMPETITION AGREEMENT

 

THIS AGREEMENT (this “ Agreement ”) is made and entered into as of the 10 th day of July, 2007, by Perfect Circle Projectiles, LLC, an Illinois limited liability company (“ PCP ”), and certain key employees of PCP party hereto (“ Employees ”), for the benefit of PCP Acquisition, Inc., a Colorado corporation, and its successors and assigns (collectively, the “ Company ”).

 

R E C I T A L S:

 

A.            The Company is in the business of developing, marketing and selling various products and services developed for the security and surveillance industry (the “ Company Business ”).

 

B.             Prior to the date hereof, PCP has conducted as part of its overall business the manufacture and sale of spherical shaped projectiles, as described in Schedule D of the Asset Purchase Agreement between the parties (the “ Business ”).

 

C.            PCP, the Company, Gary E. Gibson and Security With Advanced Technology, Inc. are parties to an Asset Purchase Agreement dated as of the date hereof (the “ Purchase Agreement ”), pursuant to which PCP will sell and transfer to the Company, and the Company will purchase and assume from PCP, the Assets (as defined in the Purchase Agreement) that are used or useful in connection with the PCP Business.

 

D.            In order to prevent the improper use of confidential and proprietary information relating to the Assets and the resulting unfair competition and misappropriation and diminution of the goodwill and other proprietary interests of the Assets which were acquired by the Company, PCP and each Employee agree that limitations must be imposed on their right to compete with the Company.

 

E.              As consideration for and as a condition to the closing of the transactions contemplated by the Purchase Agreement, PCP and the Employees shall have entered into certain other agreements, as applicable, including, but not limited to this Agreement.

 

F.             Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

 

NOW, THEREFORE, in consideration of the foregoing recitals and the Company acquiring the Assets the parties agree as follows:

 

SECTION 1 - NONDISCLOSURE OF CONFIDENTIAL INFORMATION .

 

(a)           Confidential Information ” means information, not generally known, that is proprietary exclusively to the Business, including without limitation:

 

 



 

1)

Proprietary Rights ” means, with respect to the Business, worldwide industrial and intellectual property rights and all rights associated therewith, including all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof, all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data, proprietary processes and formulae, algorithms, specifications and designs;

 

 

2)

the financial and accounting data, sales records, profit and loss and other performance reports, pricing manuals, selling and pricing procedures relating to the Business;

 

 

3)

the vendor and supplier information relating to the Business;

 

 

4)

confidential information of the clients of the Business.

 

(b)             PCP and each Employee hereby agrees not to directly or indirectly disclose any Confidential Information to any third party without the prior written consent of the Company or as required by applicable law. PCP and each Employee further agrees not to use, directly or indirectly, any Confidential Information for the benefit of PCP, any Employee, or any third party in competition with the Business. Confidential Information does not include any of the items in this Section which are or become publicly known and made generally available through no wrongful act of PCP or any Employee, or of others who PCP or any Employee did not know and had no reasonable basis for knowing were under confidentiality obligations as to the item or items involved.

 

SECTION 2 - RESTRICTIONS AGAINST COMPETITION .

 

In order to prevent the improper use of Confidential Information and the resulting unfair competition and misappropriation and diminution of the goodwill and other proprietary interests of the Business which were acquired by the Company, PCP and each Employee hereby agrees that for a period of six years, except in the case of Michael Varacins such period shall be two years, after the date of this Agreement, PCP, each Employee, and any of their respective Subsidiaries (as hereinafter defined) will not, directly or indirectly, on their own behalf or in the service or on behalf of others:

 

 

a)

solicit any client of the Business as of the date hereof, for the purpose of obtaining the business of such client anywhere in the world, in competition with the Business;

 

 

b)

advise or recommend to any other person that such person solicit any client of the Business as


 
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