FORM OF LOYALTY AND CONFIDENTIALITY AGREEMENTConfidentiality Agreement |
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Exhibit 10.17
FORM OF LOYALTY AND CONFIDENTIALITY AGREEMENT
<employee name>
THIS
LOYALTY AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered
into between the undersigned individual (the “Employee”) and
Rent-A-Center, Inc., together with its subsidiaries and affiliates
whether hereafter acquired or formed (the “Company”), collectively
referred to as the “parties.” As a condition of employment, in
exchange for the opportunity to participate in the 2006 Amended and Restated
Long Term Incentive Plan of Rent-A-Center, Inc. (“LTIP”), for the
mutual promises of the parties herein, and for other good and valuable
consideration, each of which is independently sufficient to support this
Agreement, the parties agree as follows:
SECTION 1. Duty of Loyalty. Employee agrees to avoid conflicts of interest and
promptly inform the Company of any business opportunities that are related to
Company’s line of business. Employee will avoid competing with Company,
setting up a business to compete with the Company, or undertaking other
disloyal acts while employed with Company.
SECTION 2. Confidentiality and Business Interests.
The parties agree to the following to protect the Company’s legitimate
business interests:
2.1.
Definitions. Company’s “Confidential Information”
means the Company’s trade secrets and any other legally protectable
information retained by the Company that the Company has not authorized for
disclosure to the public. The parties agree that, without limitation, some
examples of the Company’s Confidential Information are: the
Company’s High Touch Store System database, internally created lists of
customers, customer leads or prospects, customer history and analysis including
but not limited to demographic and other research related to current and
prospective customers, market analyses; internally created or maintained
information concerning assessments of Company’s employees and key vendor
or contractor relationships; and, Company’s business and strategic plans,
marketing plans, real estate information, product purchasing information,
product pricing information, product service information, non-public
rent-to-own and financial services industry data, market penetration and
concentration analyses, non-public financial or operational records or data,
and research and development information regarding new products or services not
yet released to the public. Additionally, the Company’s non-public
compilations of otherwise available information that attain greater value or
utility because of time and expense invested in a unique compilation, analysis,
or formatting will be considered Confidential Information. Information
disclosed to the general public by Company through proper means is not
considered Confidential Information.
2.2.
Company Authorizations.. Upon the Effective Date of this Agreement,
Company will do one or more of the following: (a) provide Employee with
authorization to access and use some of the Company’s Confidential
Information (such authorization may be provided through a computer password,
authorization letter, or other means); and/or, (b) provide Employee
authorization to develop and use goodwill of the Company through, for
example, authorization to
represent the Company in communications with customers and prospective customers,
expense reimbursements in accordance with Company policy limits, and/or
assistance in facilitating contact with customers, and/or (c) provide
Employee with authorization to participate in specialized management training
related to the business and Confidential Information of the Company. The
foregoing agreement is a fully enforceable ancillary agreement at the time
made. It is not contingent upon continued at-will employment for any certain
length of time, but it is contingent upon Employee’s full compliance with
the restrictions provided for in this Agreement.
2.3.
Employee Non-disclosure. Employee agrees not to engage in any
unauthorized use or disclosure of Company’s Confidential Information.
Nothing herein will be construed to prohibit Employee from a disclosure that is
compelled by law; provided, however, that Employee agrees to give Company as
much notice as is possible (presumably 5 business days or more) before
disclosure under such circumstances. And, Employee will cooperate in the Company’s
efforts to protect its Confidential Information. Employee will help maintain
records on Company customers, suppliers, and other business relationships, and
will not use these records to harm the business of the Company. Employee will
return to the Company all of the foregoing records and any other Company
records and copies thereof (physical or electronic) in Employee’s
possession or control upon termination of employment or earlier if so
requested, and will not retain any such material or information except where
expressly authorized in writing to do so.
SECTION 3. Protective Covenants. Employee agrees that the covenants below are (i)
reasonable and necessary for the protection of legitimate business interests of
Company, and (ii) do not place an unreasonable burden upon the Employee’s
ability to earn a living.
3.1. Definitions. “Customer” means a person or entity that has an ongoing






