RESTRICTIVE COVENANT
AGREEMENT
THIS RESTRICTIVE
COVENANT AGREEMENT (“Agreement”) is entered into as of
[
], by and between [
] (“Employee”) and WSI Industries, Inc., (the
“Company” or the “Employer”).
IN CONSIDERATION
of employment, and the Employment (Change in Control) Agreement and
the other benefits offered Employee dated this date between
Employee and Employer, to which Employee was not otherwise entitled
to, the Company and Employee agree as follows:
1.
Confidential Information .
1.1
“Confidential Information” Defined .
“Confidential Information” means information not
generally known and proprietary to the Company or to a third party
for whom the Company is performing work, including, without
limitation, information concerning any patents or trade secrets,
confidential or secret designs, processes, formulae, source codes,
plans, devices or material, research and development, proprietary
software, analysis, techniques, materials or designs (whether or
not patented or patentable), directly or indirectly useful in any
aspect of the business of the Company, any vendor names, customer
and supplier lists, databases, management systems and sales and
marketing plans, accounting and financial reports, evaluations,
statements, audits of the Company or other affiliated entity, any
confidential secret development or research work of the Company, or
any other confidential information or proprietary aspects of the
business of the Company. All information which Employee acquires or
becomes acquainted with during Employee’s employment by the
Company (including employment by an affiliated company), whether
developed by Employee or by others, which Employee has a reasonable
basis to believe to be Confidential Information, or which is
treated by the Company as being Confidential Information, shall be
presumed to be Confidential Information.
1.2
Disclosures and Use by Employee. Employee will not, during
or at any time after the term of employment under this Agreement,
divulge, disclose or communicate to any person or entity, or use
for Employee’s benefit or for the benefit of any third party,
in any manner whatsoever, whether directly or indirectly, any
information concerning any matters affecting or relating to the
business of Employer, including any of its customers, the prices it
obtains or has obtained from the sale of, or at which it sells or
has sold, its products, or any other information concerning its
business, its manner of operation, its plans, processes,
specifications, merchandising techniques, or other data. Employee
understands that such matters and information are important,
material, and confidential and are necessary to the effective and
successful conduct of Employer’s business and goodwill, and
that any breach of the terms of this paragraph shall be a material
breach of this agreement.
1.3
Scope of Obligation . The foregoing obligations of
confidentiality shall not apply to any knowledge or information
which is now published or which subsequently
1
becomes
generally publicly known in the form in which it was obtained from
the Company, other than as a direct or indirect result of the
breach of this Agreement by Employee.
1.4
Ownership Rights: Confidentiality. Employee shall not
acquire any rights hereunder or during employment to any documents,
records, tangible property, goodwill, trade secrets, customer
lists, proprietary interests, Confidential Information, or other
property of Employer, whether tangible or intangible. All such
technical and business information of Employer, including any
records or documents which Employee shall compile while employed
with Employer, are to be considered confidential.
2.
Non-competition and Non-solicitation .
(a) During and
After Employment. Throughout the period of Employee’s
employment with Employer, and thereafter for the period described
in Section 2.1(c) set forth below, Employee shall not, for any
reason whatsoever, directly or indirectly, plan, organize, advise,
own, manage, operate, control, be employed by, participate in or be
connected in any manner with the ownership, management, operation
or control of any business similar to the type of business
conducted by Employer, and will not conspire with others to do so
as a shareholder, officer, director, agent, employee, advisor,
consultant or independent contractor of any competing business. A
competing business includes any corporation, limited liability
company, partnership, proprietorship, association, or other entity
or person engaged in developing, producing, designing, providing,
soliciting orders for, selling, distributing or marketing products
or services that directly or indirectly compete with any of the
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