EXHIBIT 10.1
EXECUTIVE CONFIDENTIALITY AND NON-COMPETITION
AGREEMENT
This Executive
Confidentiality and Non-Competition Agreement (the
“Agreement”) is made this
day of
,
200 (the “Effective Date”), by and
between StarTek, Inc. (the “Company”) and
(the
“Employee”).
RECITALS
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1.
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The
Company is a Colorado corporation with its principal place of
business at 100 Garfield Street, Denver, CO, 80206. StarTek, Inc.,
is an international Business Process Outsource organization, with
significant interests in the call center and supply chain
management businesses . In the course of its
business, the Company has developed significant confidential and
proprietary information and trade secrets from which it derives
independent economic advantage as a result of that information and
those trade secrets being not generally known.
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2.
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Employee acknowledges that
Employee’s position is an executive or management level
position. Due to the special training, experience, and knowledge
that Employee will acquire regarding the Company’s business
as a result of Employee’s employment with the Company,
Employee acknowledges that this Agreement is intended to protect
the Company from competition by Employee for the period of time and
in the location(s) stated in Paragraph 4.
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3.
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Employee recognizes and acknowledges
that the Company has developed significant confidential and
proprietary information and trade secrets from which it derives
independent economic advantage as a result of that information and
those trade secrets being not generally known. Employee further
recognizes and acknowledges that Employee’s position with the
Company is one of trust and confidence by reason of
Employee’s access to, development of, or contact with the
Company’s confidential information and proprietary
information and trade secrets.
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4.
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Employee acknowledges that StarTek
Inc. will guarantee payment to Employee of 25% of the targeted
Incentive Compensation (Bonus) payment for the current Fiscal Year
to which Employee was not otherwise entitled as consideration for
Employee’s execution of this Agreement and agreement to
comply in good faith with the spirit and terms of this
Agreement.
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NOW, THEREFORE, in
consideration of these premises, the mutual promises and covenants
contained herein, the consideration recited above, the compensation
and benefits to be paid by the Company, the services to be rendered
by Employee, and intending to be legally and equitably bound
hereby, the parties hereto agree as follows:
1 of 8
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(a)
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Employee shall, during and after
Employee’s term of employment with the Company: (i) keep
confidential all Confidential Information (as defined in paragraph
1(b) below) at any time known to Employee concerning the Company
and/or any of its clients, (ii) not disclose or use any
Confidential Information for non-business reasons or for
Employee’s benefit, (iii) not disclose any Confidential
Information to third parties without the Company’s prior
written permission, (iv) exercise reasonable care to prevent
dissemination of Confidential Information to third persons,
(v) not make copies of documents, including, without
limitation, drawings, notebooks, reports, and video and audio
recordings, computer records or files (in whatever medium they
exist), which embody any Confidential Information, unless necessary
for the performance of Employee’s duties as assigned by the
Company, (vi) return to the Company any documents, including
without limitation, drawings, notebooks, reports, video or audio
recordings, that contain Confidential Information and are in
Employee’s possession whenever Employee may leave the
Company’s employment, and (vii) not disclose or use
Confidential Information in any way that might injure or jeopardize
the operations of the Company or any of its clients.
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(b)
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“Confidential
Information” shall include any information regarding the
operations of the Company or any of its clients, which information
is of a special, unique, or nonpublic nature, including, but not
limited to any information relating to the business or affairs of
the Company and/or the Business, as defined in Paragraph 4. Such
information shall include, but is not limited to, information
relating to financial statements, customer identities, potential
customers, employees, suppliers, servicing methods, equipment,
programs, strategies and information, analyses, profit margins,
marketing plans, operating policies and procedures, pricing
information, and other business and financial information, client
lists, and contracts or other proprietary information used by the
Company in connection with the business; provided, however, that
Confidential Information shall not include any information which is
in the public domain or becomes known in the industry through no
wrongful act on the part of the Employee.
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2 of 8
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2.
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Proprietary Property. Employee
discloses and assigns to Company Employee’s interest in any
and all inventions, designs, trade secrets, processes, discoveries,
concepts, copyrightable works, or improvements (hereinafter
collectively called “Developments”), including all
rights to obtain, register, perfect or enforce the Company’s
proprietary interest in such Developments, that Employee has to
date, or may in the future, discover, conceive, and/or develop,
either individually or jointly with others during the course of
Employee’s employment with the Company (including any and all
Developments based wholly or in part upon ideas conceived during
Employee’s employment with the Company), or while using the
Company’s data, facilities and/or materials, provided the
subject matter is one within the Company’s field of interest.
“Subject matter within the Company’s field of
interest” includes any subject which the Company considers
relevant to any past, current, or future projects or operations.
Employee’s obligations under this paragraph apply without
regard to whether any idea for a Development occurs to Employee on
or off the job. Employee further agrees that all Developments as
described herein are the Company’s proprietary property in
which the Company has the exclusive legal right, whether or not
patent applications are filed thereon.
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3.
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Ownership of Ideas and Documents.
All ideas, inventions, and other Developments or improvements
conceived or reduced to practice by Employee, alone or with others,
whether or not during working hours, that are within the scope of
the Company’s business operations or that relate to any of
the Company’s work or projects, shall be the exclusive
property of the Company. Employee agrees to assist employer, at its
expense, to obtain patents on any such patentable ideas,
inventions, and other developments, and agrees to execute all
documents necessary to obtain such patents in the name of the
Company. Employee shall assist the Company in the preparation of
patents, including the execution and delivery of any disclosures,
patent applications or papers related to any development within the
Company’s field of interest as described in paragraph 2
above. If such assistance takes place when Employee is no longer
employed with the Com
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