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Form Of Spx Flow Confidentiality And Non-competition Agreement

Confidentiality Agreement

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 This Confidentiality Agreement involves

SPX FLOW, INC. | SPX FLOW, Inc

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Title: FORM OF SPX FLOW CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Governing Law: Delaware     Date: 11/3/2015

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EXHIBIT 10.17

 

 

FORM OF

SPX FLOW CONFIDENTIALITY

AND NON-COMPETITION AGREEMENT

In consideration of [●], my employment or continued employment by SPX FLOW, Inc. or by the particular subsidiary or affiliate of SPX FLOW, Inc. by which I am now employed, or by which I may become employed hereafter, potential future salary and benefit adjustments and/or promotions, and any other positions that I hold or may subsequently hold with SPX FLOW, Inc. or any of its subsidiaries or affiliates, and in specific consideration for SPX FLOW, Inc. and/or the applicable subsidiary or affiliate of SPX FLOW, Inc. having granted to me in the past and granting to me in the future access to Confidential and Proprietary Information (as set out in Paragraph 1 below) which I would not have obtained absent my employment with SPX FLOW, Inc. and/or the applicable subsidiary or affiliate of SPX FLOW, Inc., I, the undersigned, hereby agree as set forth below. (For purposes of this Agreement, “FLOW” means, collectively, SPX FLOW, Inc. and all of its subsidiaries and affiliates, and “Company” means the particular company or companies of FLOW by which I am or will be employed or with which I hold or will hold positions as described above, including, if applicable, SPX FLOW, Inc.).

1.

Confidential or Proprietary Information.

I acknowledge and agree that during the course of my employment by the Company, I have and will come into contact with and have access to various technical and non-technical Confidential or Proprietary Information which is the property of FLOW. This information relates both to FLOW and any persons, firms, corporations or other entities which are customers of FLOW or other entities that have dealings with FLOW. I acknowledge and agree that I am being provided access to such Confidential or Proprietary Information subject to and solely based upon my agreement to the covenants set forth in this Agreement and I would not otherwise be afforded access to such information.

For purposes of this Agreement, the term “Confidential or Proprietary Information” shall include, but not be limited to, FLOW’s trade secrets, which include, but are not limited to: (i) information with respect to costs, commissions, fees, profits, sales, markets, products and product formulae, mailing lists, strategies and plans for future business, new business, product or other development, new and innovative product ideas, potential acquisitions or divestitures, and new marketing ideas; (ii) product formulations, methods, procedures, devices, machines, equipment, data processing programs, software computer models, research projects, and other means used by FLOW in the conduct of its business; (iii) the identity of FLOW’s customers, distributors and suppliers and their names and addresses, the names of representatives of FLOW’s customers, personnel placement prospects or contacts, distributors or suppliers responsible for entering into contracts with FLOW, the amounts paid by such customers to FLOW, specific customer needs and requirements, and leads and referrals to prospective customers; and (iv) the identity and number of FLOW’s employees, their salaries, bonuses, benefits, qualifications and abilities; all of which information I acknowledge and agree is not generally known or available to the general public, but has been developed, compiled or acquired by FLOW at its effort and expense. Confidential and Proprietary Information can be in any form: oral, written or machine readable, including electronic files. I further acknowledge and agree that the Confidential and Proprietary Information is secret, valuable and owned by FLOW, and that FLOW has exercised substantial efforts to preserve the secrecy of the Confidential and Proprietary Information.

I specifically covenant and agree to hold all Confidential or Proprietary Information and any data or documents containing or reflecting Confidential or Proprietary Information in the strictest confidence, and that both during employment and for ten years after my employment with any Company and the return of all such Confidential or Proprietary Information, I will not, without the prior written consent of the Chief Executive Officer of SPX FLOW, Inc., disclose, divulge or reveal to any person, or use for any purpose other than for the exclusive benefit of FLOW, any Confidential or Proprietary Information, whether contained in my memory or embodied in writing or other physical form.

I specifically covenant and agree never to bring or disclose to FLOW any confidential or proprietary information of any prior employer or any third party for which I do not have the written legal authority to disclose.

2.

Non-solicitation of Customers and Employees.

During the term of my employment with any Company and for a period of one (1) year thereafter, I will not solicit, divert or attempt to divert from FLOW any customer or vendor whose business or services the Company has enjoyed or solicited, or solicit, divert or attempt to divert from FLOW any customer or vendor whose business or services FLOW has enjoyed and with whom I have had contact at any time during the two (2) year period immediately prior to my separation from the Company.

 

 


 

 

During the term of my employment with the Company and for a period of one (1) year thereafter, I will not solicit, divert or attempt to divert any employee of FLOW with whom I have had contact at any time during the two (2) year period immediately prior to my separation from the Company.

3.

Non-retention of Material.

Upon termination of employment, I will promptly deliver to the Company, and not keep or deliver to any person, firm, corporation, association or other entity, all manuals, letters, notes, notebooks, price lists, customer lists, reports and copies thereof and all written materials and electronic records of a confidential or proprietary nature relating to FLOW’s business which are in my possession or under my control. I also agree not to retain any copies, duplications, reproductions or excerpts of the foregoing materials in any form.

4.

Solicitations.

I agree not to solicit for personal use any type of gift, paid travel, personal inducement, tickets to an event, invitations or contributions from a supplier or vendor or from any other third party with whom the Company presently does business, or may in the future do business, and acknowledge that violation of this provision will result in disciplinary action up to and including discharge as determined by the Company in its sole discretion. The above does not apply to unsolicited gifts or entertainment of nominal value as described in the SPX FLOW, Inc. Code of Business Conduct.

5.

Inventions/Developments.

I agree to hold in confidence and to disclose to the Company fully and promptly in writing, all inventions, improvements, discoveries, formulas, processes, technical information, systems, designs, trademarks, trade names, service marks and suggestions relating in any way to the business of FLOW whether patented, patentable or unpatentable (“Developments”), which, during


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