Try our advanced search >>
CLAUSES Search Contract Clauses >>
Browse Contract Clause Library>>

Free Non Disclosure Agreement Template

Search Legal Documents for Free!

Legal Documents
You are currently viewing:

 This NonDisclosure Agreement NDA involves


. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Governing Law: Washington     Date: 8/10/2009

join now
50 of the Top 250 law firms use our Products every day

Exhibit 10.22


In consideration of his employment by INFRASTRUX GROUP, INC. (hereinafter “Company”), this Employee Agreement (hereinafter “Agreement”) is made this 23rd day of June, 2009, by and between Craig Eudy (hereinafter “Employee”) and the Company, a term which includes the Company’s successors and assigns. By the mutual promises and covenants made herein, the undersigned parties agree as follows:




Provision of Benefits to Employee. Employee acknowledges that in the course of employment, Employee (a) will receive monetary compensation; (b) may receive opportunities for advancement or reassignment that the Company may, from time to time, offer; (c) will obtain valuable, continuing training; (d) will be introduced to the Company customers; (e) will be provided with support and be permitted to utilize the Company’s goodwill and reputation; (f) will obtain and have access to the Company’s confidential, proprietary, customer, or trade secret information, including, but not limited to, its patented silicone fluid injection process; and (g) will have the use and enjoyment of the Company’s materials, equipment, facilities and overall research and business endeavors.




No Outside Employment. Employee agrees to give the Company the exclusive benefit of Employee’s best skill and effort for the term of Employee’s employment with the Company. Employee agrees that for the term of Employee’s employment with the Company, Employee will work exclusively for the Company and not hold employment outside of the Company. In connection with this provision, Employee agrees not to sell outside products or services to the Company employees or customers during the term of Employee’s employment with the Company.




Non-Competition Covenant. Employee will not, during the term of Employee’s employment with the Company and for a period of two (2) years thereafter, in any manner, directly or indirectly, engage in, or have any equity or profit interests in, or render services of any executive, marketing, administrative, supervisory, or consulting nature, whether with or without remuneration, to any business or activity involved in the gas, electric, utilities, and/or telecommunications industry, which is in competition with any business, research or endeavor of the Company. The scope of competitive activities prohibited by this Agreement shall be limited to those activities of the type conducted, authorized, offered, or provided by Employee to the Company customers during the course of Employee’s employment with the Company and involving products, technology, or services similar to those handled, created, sold, or distributed by the Company during Employee’s employment.



4 .

Inventions and Discoveries. Employee will promptly disclose in writing to the Company all ideas, inventions or discoveries conceived by Employee or developed, in whole or in part, by Employee during the term of Employee’s employment with the Company, related in any manner to the Company’s business, whether or not conceived or developed during working hours or on the property of the Company. Such ideas, inventions and discoveries will be the property of the Company, and the Company will have the right to any patents, trademarks, or copyrights that may be issued with respect thereto. Employee hereby agrees to assign to the Company, or its nominee, all right, title and interest in such ideas, inventions, discoveries, patent, trademark and copyright applications, patents, trademarks and copyrights and assignments thereof, and will do such things as the Company may require to establish and protect its ownership and to effectuate the foregoing, either during Employee’s employment or thereafter. Excluded from the operation of this provision are those ideas, inventions, and discoveries, patented and unpatented, of Employee’s that were made prior to Employee’s employment by the Company and that have been described in writing by Employee and acknowledged in writing by the President of the Company.




Residuals. The terms of confidentiality under this Agreement shall not be construed to limit Employee’s right to independently develop or acquire products without use of the Company’s Confidential Information. However, Employee shall not be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Company. The term “residuals” means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein.



Confidentiality. During Employee’s employment with the Company and after Employee separates employment from the Company, Employee will treat as confidential and proprietary to the Company any data, information, or tangible materials received or acquired by Employee in the course of performance of Employee’s employment relating to the business affairs, customers, finances, equipment, products, methods, processes, design and engineering data, know-how, or technology of the Company. Employee specifically understands and agrees that the identities of and information relating to the customers of the Company are confidential and proprietary and constitute trade secrets to the Company and must be treated as such both during and after the term of Employee’s employment. Employee will also comply with and be bound by all nondisclosure agreements by which the Company agrees or is obligated to protect confidential information for the benefit of any customer, client, or other third party.

Confidential information means information which is treated by the Company as confidential and which has not been made generally available to the public or to competitors of the Company (other than by fault of Employee), and includes, but is not limited to: the Company’s pricing and marketing strategies and characteristics, profit margins, methods of operations and sales, sources of supplies, and customer information such as names, contact persons, customer needs and requirements, contract renewal dates for existing or prospective

continue to document