Exhibit 10.3
CONFIDENTIALITY &
NON-DISCLOSURE AGREEMENT
This agreement
(“ Agreement ”) is made as of the 1
st
day of September,
2008 (“ Effective Date”) by and among THOMAS
PROPERTIES GROUP, INC. and THOMAS PROPERTIES GROUP, L.P.
(collectively, the “ Company ”), and PAUL S.
RUTTER (the “ Executive ”).
For good and valuable consideration,
Executive and Company hereby agree as follows:
1. This Agreement will be effective
on the Effective Date.
2. Executive hereby assigns to
Company all rights or interests that Executive may presently have
or which may be acquired during the term of Executive’s
employment with the Company, in Company “Proprietary
Information” as defined below in Section 5 , and
acknowledges that all such Proprietary Information is the sole
property of Company and its assigns.
3. Subject to the provisions of
Section 7 hereof, in the event that, during the term of
Executive’s employment with the Company, Executive creates or
assists in the creation of any Company “Proprietary
Information,” or any other Company intellectual property,
and/or Executive prepares, accumulates or otherwise comes into
possession of any materials or information during the course of
performance of Executive’s duties which relate in any manner
to Company’s business or development of services, Executive
agrees that all such “Proprietary Information” and
intellectual property shall be and remain the property of Company.
In the event Executive’s employment with Company is
terminated, for any reason, Executive shall promptly deliver to
Company all such “Proprietary Information” and
intellectual property (and any copies thereof), as well as any
materials related to Company’s trade secrets or confidential
information (and any copies thereof), which are within
Executive’s custody or control.
4. Executive agrees to disclose to
Company all “Proprietary Information” and intellectual
property developed during the term of his/her employment, whether
made solely or jointly with others, which relate to Company’s
business, research, or development of products and
services.
5. During the term of
Executive’s employment with Company and thereafter, Executive
will not offer or disclose by any means, or use in any manner, for
Executive’s own benefit or the benefit of any other person or
entity (other than Company or its affiliate Thomas Properties
Group, L.P.), any Company “Proprietary Information” or
Company intellectual property. As used herein, the terms
“Proprietary Information,” “intellectual
property” and “trade secrets,” shall include, but
not be limited to: (a) all information of any kind regarding
Company’s business, research, marketing, sales, operations
and products and plans for development of new business products and
services; (b) all operational designs and techniques related
to business, marketing and financial information or data of any
kind related to Company’s business and business
opportunities; (c) all information of any kind regarding
Company’s suppliers, vendors, consultants, agents and
customers, incl
