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Exhibit 10.52
RESTRICTIVE COVENANT AND
CONFIDENTIALITY AGREEMENT
In exchange for the mutual promises
and consideration set forth below, this Restrictive Covenant and
Confidentiality Agreement (“Agreement”) is entered into
by and between the Federal Home Loan Mortgage Corporation
(“Freddie Mac” or “Company”) and Peter
Federico (“Executive”), effective as of March 1,
2006.
I. Definitions
The following terms shall have the
meanings indicated when used in this Agreement.
A. Competitor :
The following entities, and their respective parents, successors,
subsidiaries, and affiliates are competitors: (i) Fannie Mae
(ii) all Federal Home Loan Banks (including the Office of
Finance); and (iii) such other entities to which Executive and
the Company may agree in writing from time-to-time.
B. Confidential
Information : Information or materials in written, oral,
magnetic, digital, computer, photographic, optical, electronic, or
other form, whether now existing or developed or created during the
period of Executive’s employment with Freddie Mac, that
constitutes trade secrets and/or proprietary or confidential
information. This information includes, but is not limited to:
(i) all information marked Proprietary or Confidential;
(ii) information concerning the components, capabilities, and
attributes of Freddie Mac’s business plans, methods, and
strategies; (iii) information relating to tactics, plans, or
strategies concerning shareholders, investors, pricing, investment,
marketing, sales, trading, funding, hedging, modeling, sales and
risk management; (iv) financial or tax information and
analyses, including but not limited to, information concerning
Freddie Mac’s capital structure and tax or financial
planning; (v) confidential information about Freddie
Mac’s customers, borrowers, employees, or others;
(vi) pricing and quoting information, policies, procedures,
and practices; (vii) confidential customer lists;
(viii) proprietary algorithms; (ix) confidential contract
terms; (x) confidential information concerning Freddie
Mac’s policies, procedures, and practices or the way in which
Freddie Mac does business; (xi) proprietary or confidential
data bases, including their structure and content;
(xii) proprietary Freddie Mac business software, including its
design, specifications and documentation; (xiii) information
about Freddie Mac products, programs, and services which has not
yet been made public; (xiv) confidential information about
Freddie Mac’s dealings with third parties, including dealers,
customers, vendors, and regulators; and/or (xv) confidential
information belonging to third parties to which Executive received
access in connection with Executive’s employment with Freddie
Mac. Confidential Information does not include general skills,
experience, or knowledge acquired in connection with
Executive’s employment with Freddie Mac that otherwise are
generally known to the public or within the industry or trade in
which Freddie Mac operates.
Restrictive Covenant and
Confidentiality Agreement for Peter Federico
Page 2 of 6
II. Non-Competition
Executive recognizes that as a
result of Executive’s employment with Freddie Mac, Executive
has access to and knowledge of critically sensitive Confidential
Information, the improper disclosure or use of which would result
in grave competitive harm to Freddie Mac. Therefore, Executive
agrees that during Executive’s employment with Freddie Mac,
and for the twelve (12) months immediately following
termination of Executive’s employment for any reason,
Executive will not consider offers of employment from, seek or
accept employment with, or otherwise directly or indirectly provide
professional services to any Competitor. Executive acknowledges and
agrees that this covenant has unique, substantial and immeasurable
value to Freddie Mac, that Executive has sufficient skills to
provide a livelihood for Executive while this covenant remains in
force, and that this covenant will not interfere with
Executive’s ability to work consistent with Executive’s
experience, training and education. This non-competition covenant
applies regardless of whether Executive’s employment is
terminated by Executive, by Freddie Mac, or by a joint
decision.
If Executive is a licensed lawyer,
this non-competition covenant shall be interpreted in a manner
consistent with any rule applicable to a legal licensed
professional in the jurisdiction(s) of Executive’s licensure
or registration that concerns the Executive's employment as counsel
with, or provisions of legal services to, a Competitor.
III. Non-Solicitation
and Non-Recruitment
During Executive’s employment
with Freddie Mac and for a period of twelve (12) months after
Executive’s termination date, Executive will not solicit or
recruit, attempt to solicit or recruit or assist another in
soliciting or recruiting any Freddie Mac managerial employee
(including manager-level, Director-level, or officer-level
employee) with whom Executive worked, or any employee whom
Executive directly or indirectly supervised at Freddie Mac, to
leave the employee’s employment with Freddie Mac for purposes
of employment or for the rendering of professional services. This
prohibition against solicitation does not apply if Freddie
Mac has notified the employee being solicited that his/her
employment with the Company will be terminated pursuant to a
corporate reorganization or reduction-in-force.
If Executive is a licensed lawyer,
this non-solicitation covenant shall be interpreted in a manner
consistent with any rule applicable to a licensed legal
professional in the jurisdiction(s) of Executive’s licensure
or registration.
IV. Treatment of
Confidential Information
A.
Non-Disclosure . Executive recognizes that Freddie Mac is
engaged in an extremely competitive business and that, in the
course of performing Executive’s job duties, Executive will
have access to and gain knowledge about Confidential Information.
Executive further recognizes the importance of carefully protecting
this Confidential Information in order for Freddie Mac to
compet
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