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Confidentiality
and Non-Compete Agreement
Effective
July 14, 2008 Michael A. Zeher (the “Executive”)
will become President and Chief Executive Officer of Nutrition
21, Inc., a New York corporation (the
“Company”).
In
order to induce the Company to enter into an employment
agreement with Executive of even date herewith, and for other
good and valuable consideration, Executive hereby agrees in
favor of the Company as follows:
1.
Obligation of Confidentiality .
1.1
“Confidential Information” means any information
and data of a confidential nature disclosed by the Company, or
which is learned in connection with employment by the Company,
whether in oral, written, graphic, or machine-readable form,
but does not include any information which (a) at the time of
disclosure was part of the public domain; (b) after disclosure
becomes part of the public domain by publication or otherwise,
except by breach of this agreement by Executive; or (c) at any
time after the termination of the Employment Period is
disclosed to Executive by a third party not known to Executive
to be under any confidentiality obligation to the
Company.
1.2
The Executive will hold the Company’s Confidential
Information in strict confidence and not to disclose such
Confidential Information to any third parties nor make use of
such Confidential Information for his own benefit or for the
benefit of another, or for any use other than in the course of
providing services for the Compa ny
in the course of employment. Upon the written request of
Company or termination of the Executive’s relationship
with the Company, for any reason whatsoever, the Executive
shall return to Company and/or destroy all Confidential
Information, and all copies thereof, properly belonging to
Company, unless otherwise instructed in writing by Company. In
addition, upon request by the Company, the Executive shall
promptly deliver a written certification affirming that
Executive has complied with this Section .
1.3
The obligations of confidentiality set forth in this Section
shall bind the Executive during his employment and at all
times thereafter.
2.
Obligation Not To Compete. During
the period beginning on the date of this Agreement and ending 12
months after the termination of his employment for any reason or
for no reason and whether or not for cause or for good reason,
except on behalf of the Company, Executive will not anywhere
directly or indirectly (whether through his employer, family
members or other affiliated parties or otherwise) be employed or
retained by, provide financing for, or solicit, contract or offer
to provide or sell or purchase or otherwise deal in or with any
product or service that is competitive with the Company’s
products or services or planned products or services.
3.
No-Hire .
Executive covenants that during the 12 month period after the
termination of his employment for any reason or for no reason and
whether or not for cause or for good reason, Executive will not
directly or indirectly (whether through his employer, family
members or other affiliated parties or otherwise):
3.1
solicit or hire or retain any person who was an employee or
consultant of the Company at any time during the then
preceding two years, or
3.2
encourage or solicit any person to leave the employ of the
Company.
4.
Intellectual Property .
4.1
All inventions, software, ideas, strategies, methods, trade
secrets, and associated documentation, whether or not
patentable or copyrightable
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