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Proprietary Information, Inventions And Non-compete Agreement

NonCompetition Agreement

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 This NonCompetition Agreement involves

Dean Foods Company, | Alan Bernon

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Governing Law: Delaware     Date: 11/9/2005
Industry: Food Processing     Sector: Consumer/Non-Cyclical

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Exhibit 10.4



     THIS PROPRIETARY INFORMATION, INVENTIONS AND NON-COMPETE AGREEMENT (this “Agreement” ), dated as of the _7th___day of September, 2005, between Dean Foods Company, a Delaware corporation, having its principal place of business at 2515 McKinney Avenue, Suite 1200, Dallas TX 75201, and Alan Bernon ( “Employee” ).

      WHEREAS, the Dean Foods Company, or one or more of its affiliates or subsidiaries (the “Company” ) has offered Employee employment as President of Dean Foods Dairy Group; a position which will result in Employee acquiring substantial knowledge of the operations and practices of the business of Company;

      WHEREAS, the Company desires to prevent any competitive business from securing or utilizing the services of Employee, to the extent and for the period of Employee’s employment and for a reasonable period thereafter; and

      WHEREAS, as a condition to the employment of Employee, the Company has required that Employee enter into this Agreement.

     NOW, THEREFORE, it is agreed as follows:

      1.  Acknowledgments . Employee acknowledges that (i) Company is engaged in a continuous program of research, development, and production respecting its business throughout the United States (the foregoing, together with any other businesses in which Company engages, from the date hereof to the date of the termination of Employee’s employment with Company, is hereinafter referred to as the “Company Business” ); (ii) Employee’s work for Company allows Employee access to trade secrets of, and confidential information concerning, Company; (iii) the Company Business is national and international in scope; (iv) Company would not have agreed to employ Employee but for the agreements and covenants contained in this Agreement; and (v) the agreements and covenants contained in this Agreement are necessary and essential to protect the business, goodwill, and customer relationships that Company has expended significant resources to develop.

      2.  Inventions . If Employee individually or jointly makes, conceives of, or reduces to practice any invention, technique, recipe, process, improvement, modification, development, documentation, data, design, idea, discovery, trademark, trade secret, formula, process, or other know-how, whether patentable or not, in the course of performing services for Company, that directly relates to the Company Business (collectively, “Inventions” ), Employee will and hereby does assign to Company Employee’s entire right, title and interest in and to such Inventions. Employee agrees that all Inventions shall be the sole property of Company and its assigns, and Company and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. Employee will disclose any such Inventions (to the extent Employee knows such inventions are “Inventions” as defined herein) to an officer of Company and will, upon request, promptly sign a specific assignment of title to Company and do anything else reasonably necessary without additional compensation to enable Company to secure patent, trade secret, or any other proprietary rights in the United States or foreign countries. Employee agrees to execute any documents deemed necessary or advisable by Company to effect the terms of this paragraph. Employee agrees that after



termination of employment with Company Employee shall not use any Inventions, except in furtherance of the Company Business and except to the extent such Inventions are in the public domain through no fault of Employee.

      3.  Non-Disclosure . Employee recognizes that Company competes in a highly competitive field and that Company possesses and will continue to possess information of commercial value that relates to the Company Business, including but not limited to trade secrets, technical and scientific information, financial business information, processes, recipes, formulas, data, know-how, improvements, inventions, product concepts, discoveries, developments, designs, inventions, techniques, marketing plans, strategies, forecasts, new products, blueprints, specifications, programs, ideas, customer lists, vendor lists, pricing and other structures, marketing and business strategies, budgets, projections, licenses, costs, financial data, and plans, proposals and information about Company’s employees and/or consultants (collectively, “Proprietary Information” ). Notwithstanding the foregoing, Proprietary Information shall not include information that is publicly available when received, or thereafter becomes publicly available through no fault of Employee or is otherwise disclosed by the Company to another party without obligation of confidentiality. Employee agrees that the Proprietary Information constitutes a unique and valuable asset which is essential to Company’s business success, and that any release of Proprietary Information would be harmful to Company and/or its customers. To protect Company’s Proprietary Information, Employee agrees that at all times, including during and after the term of Employee’s employment, Employee will not disclose to any person, firm, company, or corporation or use for Employee’s own benefit or for the benefit of any third party (except in furtherance of Company Business or affairs of Company) any and all Proprietary Information that Employee may have acquired in the course of or as an incident to Employee’s employment with Company. Employee further agrees to take all reasonable precautions to protect against the intentional, negligent, or inadvertent disclosure by Employee of Company’s Proprietary Information to any other person or business entity, except in furtherance of the Company Business.

      4.  Non-Competition . Employee understands and agrees that during Employee’s employment with Company, Employee will be provided access to specialized information related to Company Business and trade secrets, as well as Company’s customers and their confidential information. Employee further agrees that if this information were used in competition against Company, Company would experience serious harm and the competitor would have a unique advantage against Company. Employee hereby covenants and agrees that (A) at no time during Employee’s employment with Company and (B) at no time until the two years from the date of Employee’s termination (the “Non-Compete Period” ), will Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than five percent equity interest in a publicly traded company), or otherwise, any company or business engaged primarily, or as a substantial part of its business, in the manufacture, distribution, sale or marketing of any Relevant Products in any geographic territory (within or outside the United States) in which Company does business; or (ii) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, or good will of Company. Employee acknowledges that this covenant has a unique, substantial, and immeasurable value to Company.



As used herein, “Relevant Products” means (i) milk and milk based beve

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