Exhibit 10.03
EMPLOYEE TRADE SECRET, CONFIDENTIAL
INFORMATION
AND POST-EMPLOYMENT RESTRICTION AGREEMENT
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(Print Employee’s full
name)
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Employer: MoneyGram Payment
Systems, Inc., including its parent companies, predecessors,
successors, affiliates, subsidiaries and permitted
assigns.
Effective as of the date on which
Employee signs this Agreement, Employee agrees as
follows:
1. Acknowledgments.
1.1
Employer is currently engaged in the following
businesses:
(a) providing payment services through
independent agents and Employer-owned retail locations in the
United States and internationally, which payment services include,
but are not limited to, money transfers, money orders, bill payment
services, stored value cards and related products and
services;
(b) providing payment services via the
Internet, kiosks, automated teller machines and other unmanned
media in the United States and internationally, which payment
services include, but are not limited to, money transfers, money
orders, bill payment services, stored value cards and related
products and services;
(c) providing bill payment services in the
United States and internationally to industries that include, but
are not limited to, the credit card, debit card, mortgage,
automobile finance, telecommunications, satellite television, cable
television, property management and collection
industries;
(d) processing of official checks and
provision of related services for financial institutions, either
directly or through trusts or other business entities;
and
(e) providing banking and processing
services for payments such as rebates/refunds, gift certificates
and government payments.
1.2
Employer conducts its business and is engaged in competition in a
nationwide market; in the case of its money transfer businesses,
Employer’s business and competition are conducted
globally.
1.3
Employer desires to protect its legitimate proprietary interests,
including but not limited to its confidential business information
and trade secrets.
2. Consideration.
Employee acknowledges that for and in
consideration of the agreements and covenants made herein, Employer
has agreed to award a non-qualified stock option
(“Option”) to Employee pursuant to a MoneyGram
International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock
Option Agreement (“Option Agreement”) and has agreed
that Employee may participate, subject to the terms thereof, in the
Amended and Restated MoneyGram International, Inc. Management and
Line of Business Incentive Plan (“Incentive
Plan”).
Employee further acknowledges that he or she has
had an opportunity to review this Agreement, the Option Agreement
and the Incentive Plan in their entirety and to consult with
Employee’s attorney and other advisors prior to signing this
Agreement.
3. Trade Secrets and
Confidential Information and Related Covenants.
3.1
During the course of Employee’s employment, he or she has had
and will have access to and gain knowledge of the highly
confidential and proprietary information (“Confidential
Information”) and trade secrets which are the property of
Employer, or which Employer is under an obligation not to disclose,
including but not necessarily limited to the following: information
regarding the Employer’s clients and prospective clients,
information regarding Employer’s development of enhanced or
new payment services, the financial terms of Employer’s
contracts and proposed contracts, the expiration dates of such
contracts, the key contact individuals at each client location, the
transaction volume and business features of each client and/or
location, business plans, marketing plans and financials, reports,
data, figures, margins, statistics, analyses and other related
information, and any other information of whatever nature which
gives Employer an opportunity to obtain a competitive advantage
over its competitors who do not know or use it. In addition,
Employer’s Confidential Information and trade secrets include
the means by which Employer provides its services including but not
limited to its organizational structure, technology, management
systems, software and computer systems.
3.2
Employee agrees to use best efforts and the utmost diligence to
guard and protect Employer’s trade secrets and Confidential
Information, and Employee agrees that Employee will not, during or
after the period of Employee’s employment by Employer, use or
disclose, directly or indirectly, any of Employer’s trade
secrets or Confidential Information which Employee may develop,
obtain or learn about during or as a result of Employee’s
employment by Employer, unless previously authorized to do so by
Employer in writing. Employee acknowledges that the Confidential
Information and trade secrets are owned and shall continue to be
owned by the Employer and that misuse, misappropriation or
disclosure of this information could cause irreparable harm to
Employer both during and after the term of Employee’s
employment.
4. Post-Employment
Competitive Activities and Related Covenants.
4.1
Definitions : For purposes of Section 4, the following
terms have the meanings indicated:
(a) A “Conflicting Product or
Service” means any product, or process, or service in
existence or under development, which is the same as or similar to
or improves upon or competes with or is intended to replace or
serve as an alternative to, a product, process, or service rendered
by Employer or which is under development by Employer or the
subject of a pending acquisition or license by Employer or as to
which Employer is actively negotiating to provide services through
a business alliance relationship, and
(i) which Employee either worked on, performed or
sold during his or her last twenty-four (24) months of
employment by Employer; or
(ii) about which Employee acquired Confidential
Information as a result of his or her employment by
Employer.
(b) A “Conflicting
Organization” means any business that is a Customer (as
defined below), or any other person or organization (including one
owned in whole or in part by Employee) which is engaged in or is
about to become engaged in the research on, or the development,
production, marketing or sale of a Conflicting Product or
Service.
(c) A “Specific Conflicting
Organization” shall mean the businesses identified in
Section 4.3.
(d) A “Customer” means any
current customer or agent or any prospective or former customer or
agent of Employer with which Employee had any contact or about
which Employee had access to Confidential Information or trade
secrets at any time during the twenty-four (24) months
preceding Employee’s termination of employment with
Employer.
4.2
Employment with a Conflicting Organization . Employee agrees
that, for a period of eighteen (18) months following
Employee’s termination of employment, and in exchange for the
consider