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EXHIBIT 10.18
CONFIDENTIALITY UNDERTAKING AND RESTRICTIVE COVENANT
TO:
Cott Beverages Inc. ("Cott"), its subsidiaries, parents,
affiliates
and associated companies (collectively and individually, the
"Corporation")
FROM:
ROBERT J. FLAHERTY (the "Executive")
FOR GOOD AND VALUABLE CONSIDERATION,
including without limitation the
Executive's employment with the Corporation
and the wages and salary and other
benefits received and to be received by the
Executive in respect of such
employment, the receipt and sufficiency of
which consideration the Executive
hereby acknowledges:
1. CONFIDENTIALITY
The Executive acknowledges that in the
course of carrying out, performing and
fulfilling his obligations to the
Corporation, the Executive has had and will
have access to and has been and will be
entrusted with information that would
reasonably be considered confidential to
the Corporation, the disclosure of
which to competitors of the Corporation or
to the general public, will be highly
detrimental to the best interests of the
Corporation. Such information
("Confidential Information") includes,
without limitation, trade secrets,
know-how, marketing plans and techniques,
cost and pricing figures, customer
lists, supplier lists, software, and
information relating to employees,
suppliers, customers and persons in
contractual relationships with the
Corporation. Except as may be required in
the course of carrying out his duties
to the Corporation, the Executive covenants
and agrees that he will not
disclose, so long as he is employed by the
Corporation or at any time
thereafter, any of such Confidential
Information to any person, other than to
the directors, officers, employees or
agents of the Corporation that have a need
to know such Confidential Information, nor
shall the Executive use or exploit,
directly or indirectly, such Confidential
Information for any purpose other than
for the purposes of the Corporation, nor
will he disclose nor use for any
purpose, other than for those of the
Corporation any other information which he
may acquire during his employment with
respect to the business and affairs of
the Corporation. Notwithstanding all of the
foregoing, the Executive shall be
entitled to disclose such Confidential
Information if required pursuant to a
subpoena or order issued by a court,
arbitrator or governmental body, agency or
official, provided that the Executive shall
first have:
(a) notified the Corporation;
(b) consulted with the
Corporation on the advisability of taking steps to
resist
such requirements; and
(c) if the disclosure is
required or deemed advisable, cooperate with the
Corporation in an attempt to obtain an order or other assurance
that such
Confidential Information will be accorded confidential
treatment.
2. INVENTIONS
The Executive acknowledges and agrees that
all right, title and interest in and
to any information, trade secrets,
advances, discoveries, improvements, research
materials and data bases made or conceived
by the Executive prior to or during
his employment relating to the business or
affairs of the Corporation, shall
belong exclusively to the Corporation. The
Executive waives any and all moral
rights he may have in
