RESTRICTIVE COVENANT AGREEMENTConfidentiality Agreement |
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Exhibit 10.2
RESTRICTIVE
COVENANT AGREEMENT
THIS RESTRICTIVE COVENANT AGREEMENT (this Agreement) is entered into by and between Mothers Work, Inc., a Delaware corporation (the Company) and the undersigned individual (the Employee).
WHEREAS, in the course of his or her employment (or continued employment) with the Company, the Employee will be provided with access to the Companys trade secrets and confidential information; and
WHEREAS, in an effort to protect the Companys trade secrets and confidential information, amongst other reasons, the Company and the Employee desire to set forth in writing certain terms and conditions of their employment relationship including, but not limited to, restrictions imposed upon the Employee pertaining to use by the Employee of such information.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:
1.
CONFIDENTIAL INFORMATION: Confidential Information means information
which the Company regards as confidential or proprietary and which the Employee
learns or develops during or related to his or her employment, including, but
not limited to, information relating to:
a.
the Companys products, suppliers,
pricing, costs, sourcing, design, fabric and distribution processes;
b.
the Companys marketing plans and projections;
c.
lists of names and addresses of the
Companys employees, agents, factories and suppliers;
d.
the methods of importing and exporting
used by the Company;
e.
manuals and procedures created and/or
used by the Company;
f.
trade secrets or other information that
is used in the Companys business, and which give the Company an opportunity to
obtain an advantage over competitors who do not know such trade secrets or how
to use the same; and
g.
software in various stages of development
(source code, object code, documentation, flow charts), specifications, models,
data and customer information.
The Employee assigns to Company any rights he or she may have in any Confidential Information. The Employee shall not disclose any Confidential Information to any third-party or use any Confidential Information for any purposes other than as authorized by the Company.
The Employee agrees not to disclose to Company or use for its benefit any confidential information that he or she may possess from any prior employers or other sources.
2.
SURRENDER OF MATERIALS: The Employee hereby agrees to deliver to the
Company promptly upon request or on the date of termination of the Employees
employment, all documents, copies thereof and other materials in the Employees
possession pertaining to the business of the Company and its customers,
including, but not limited to, Confidential Information (and each and every
copy, disk, abstract, summary or reproduction of the same made by or for the
Employee or acquired by the
Employee). The Employee will be responsible for the value of all Company or customer property that is not timely returned. The Employee authorizes the Company to deduct the fair market value of such property from any monies owed to him or her.
3.
NON-COMPETITION AND NON-SOLICITATION: The Employee acknowledges that the Company has
developed and maintains at great expense, a valuable supplier network, supplier
contacts, many of which are of longstanding, product designs, and other
information of the type described in paragraph 1 of this Agreement, and that in
the course of his or her employment (or continued employment) by the Company,
the Employee will be given Confidential Information concerning such suppliers
and products, including information concerning such suppliers purchasing
personnel, policies, requirements, and preferences, and such products design,
manufacture and marketing.
a.
Accordingly, the Employee agrees that
during the period of his or her service with the Company and its affiliates,
and for the twenty-four (24) month period following immediately thereafter
(regardless of the reason for the cessation of such service and regardless of
whether such cessation was initiated by the Company or the Employee), the
Employee will not directly or indirectly:
(i) on the Employees behalf, or on behalf of any other person or entity, perform any act with respect to the design, manufacture, sale, attempted sale or promotion of the sale of any Conflicting Product.
(ii) own, manage, operate, finance, join, con
