Exhibit 10.22
NON-COMPETITION/NON-SOLICITATION/NON-DISCLOSURE
AGREEMENT
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:
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1.
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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.
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2.
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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.
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3.
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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.
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4
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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.
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5.
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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.
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6.
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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
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