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 Company’s trade secrets
and confidential information; and
WHEREAS, in an effort to protect the
Company’s 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 Company’s products,
suppliers, pricing, costs, sourcing, design, fabric and
distribution processes;
b.
the Company’s marketing plans
and projections;
c.
lists of names and addresses of the
Company’s 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 Company’s 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 Employee’s
employment, all documents, copies thereof and other materials in
the Employee’s 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
product’s 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 Employee’s
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, control, or participate in the ownership,
management, operation, financing or control of, or be connected as
an officer, director, employee, partner, principal, agent,
representative, or consultant, or use or permit the
Employee’s name to be used in connection with:
(a) any entity offering for sale or contemplating offering for
sale any Conflicting Product, (b) any Competing Business, or
(c) any entity which would require by necessity use of
Confidential Information.
The term “Conflicting
Product” shall mean any
