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NonDisclosure Agreement NDA

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 This NonDisclosure Agreement NDA involves

INFRASTRUX GROUP, INC.

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Title: NON-COMPETITION/NON-SOLICITATION/NON-DISCLOSURE AGREEMENT
Governing Law: Washington     Date: 8/10/2009

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Exhibit 10.18

NON-COMPETITION/NON-SOLICITATION/NON-DISCLOSURE AGREEMENT

This Agreement is made this 5 th day of May, 2006 by and between InfrastruX Group (hereinafter the “Company”, a term which includes the Company’s successors and assigns) and JOHN RANDELL HIGGINS (hereinafter “Employee”) as a condition of, and in consideration of, Employees’s employment or continued employment by the Company. By the mutual promises and covenants made herein, the undersigned parties agree as follows:

 

 

1.

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) may be introduced to the Company’s customers and/or prospective customers; (e) will be provided with support and be permitted to utilize the Company’s goodwill and reputation in the performance of his or her duties; (f) will obtain and have access to the Company’s confidential, proprietary, customer, or trade secret information, including, but not limited to, non-public information regarding the Company’s 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 in connection with the performance of his or her duties.

 

 

2.

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 except with the written authorization of the Company’s President. In connection with this provision, Employee agrees not to sell outside products or services to the Company’s employees or customers during the term of Employee’s employment with the Company.

 

 

3.

Non-Competition Covenant. Employee will not, during the term of Employee’s employment with the Company and for a period of one (1) year 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, operations, supervisory, or consulting nature, whether with or without remuneration, to any business or activity involved in the electric, gas, large bore directional drilling, environmental services, petrochemical telecommunication, cable restoration/cable life extension, and/or cable replacement industry, if such business or activity is in competition or is preparing to be in completion 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 with whom the Employee had contact with during the course of Employee’s employment with the Company during the twelve-month period prior to the date of termination of Employee’s employment with the Company, and involving products and/or technology similar to those handled, created, sold or distributed by the Company, and/or services of any executive, marketing, administrative, operations, supervisory, or consulting nature similar to those provided by the Company during the twelve-month period prior to the date of termination of Employee’s employment with the Company.

 

 

4.

Inventions and Discoveries. Employee will promptly disclose in writing to the Company all ideas, inventions or discoveries related in any manner to the Company’s business and conceived by Employee or developed, in whole or in part, by Employee 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

 

Confidential and Proprietary Property of InfrastruX Group.

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agrees to assign to the Company, or its nominee, all right, title and interest in such ideas, inventions, discoveries, patient, trademark and copyright application, 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.

NOTICE: Notwithstanding any other provision of this Agreement to the contrary, this Agreement does not obligate Employee to assign or offer to assign to the Company any of Employee’s rights in an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company or (ii) to the Company’s actual or demonstrably anticipated research or development or (b) the invention results from any work performed by Employee for the Company. This satisfies the written notice and other requirements of RCW 49.44.140.

 

 

5.

Nondisclosure; Confidentiality. During Employee’s employment with the Company and after such employment terminates, Employee will treat as confidential and proprietary to the Company any Confidential information, whether in tangible or intangible form, received or acquired by Employee in the course of performance of Employee’s employment and relating to the business affairs, customers and prospective customers, finances, equipment, products, methods, processes, design and engineering data, know-how, or technology of the Company. 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, and includes, but is not limited to: the Company’s pricing and marketing strategies and characteristics; profit margins and other financial information; methods of operations and sales; sources of supplies; information regarding customers or prospective customers such as names, contact persons, needs and requirements, and contract renewal dates; technical information and-know-how; and any other information relating to the Company’s business that is treated by the Company as confidential. For purposes of this Agreement, information shall not lose its character as confidential if it is known to the public or to any competitor solely by virtue of unauthorized or bad faith disclosure or publication of the information.

 

 

6.

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 Informati


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