EXHIBIT I
AGREEMENT
THIS LETTER
AGREEMENT (“AGREEMENT), made and entered into effective on
September 22, 2009 by and between Sharps Compliance Corp., a
Delaware corporation, having its principle office at 9220 Kirby
Drive, Suite 500, Houston, TX 77054 (hereinafter referred to as the
“Company”), and Scott T. Freeman (hereinafter referred
to as the “Employee”) is a supplement to the binding
offer letter entered into between The Company and Employee, a copy
of which is attached as an Exhibit.
WITNESSETH
For and in consideration of the mutual promises
and covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee agree as follows:
Employee
acknowledges that in and as a result of his employment, he will be
making use of, acquiring, and/or adding to confidential information
of a special and unique nature and value relating to such matters
as the Company's trade secrets, systems, procedures, manuals,
confidential reports, and lists of clients, ("Confidential
Information"). As a material inducement to the Company to enter
into this Agreement and to pay to Employee the compensation and
benefits stated herein, Employee covenants and agrees that he shall
not, at any time during or for three (3) years following the term
of his employment, directly or indirectly, divulge or disclose for
any purpose whatsoever any Confidential Information that has been
obtained by, or disclosed to, him as a result of his employment by
the Company. In the event of a breach or threatened breach by
Employee of any of the provisions of this paragraph, the Company,
in addition to and not in limitation of, any other rights,
remedies, or damages available to the Company at law or in equity,
shall be entitled to a permanent injunction in order to prevent or
restrain any such breach by Employee or Employee's partners,
agents, representatives, servants, employers, employees, and/or any
and all persons directly or indirectly acting for or with him. This
section shall not apply to the extent information, (i) is generally
available to the public or otherwise was part of public domain at
the time of disclosure, (ii) became generally available to the
public after disclosure through no act or omission of Employee,
(iii) was disclosed to Employee by a third party who had no
obligation to restrict disclosure, and (iv) Employee can show that
such information was independently developed by Employee without
use of any Confidential Information.
Employee
acknowledges that the services he is to render ar
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