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Exhibit
10.3
NON-DISCLOSURE AND
NON-COMPETITION AGREEMENT
Director and
Above
CONVERGYS CORPORATION
and its subsidiaries and related entities, including but not
limited to Convergys Customer Management Group Inc. and Convergys
Information Management Group Inc. and their related entities
(collectively, the “Company”), is headquartered in
Cincinnati, Ohio. Employees or promoted employees of the Company
are being required to sign these agreements
(“Agreement”) as part of the Company’s efforts to
protect its property, goodwill, and competitive position. In
consideration of employment, promotion, the payment of cash, or the
award of equity by the Company, the employee
(“Employee”) entering into this Agreement agrees as
follows:
1. The Company is engaged in
the information management, customer management, employee care, and
collection industries within the United States and worldwide. The
Company markets its products and services throughout the United
States and worldwide.
2. The Company currently has
three primary business segments: (i) Customer Care, which
provides outsourced customer care services, and professional and
consulting services to in-house customer care operations;
(ii) Information Management, which provides billing and
information solutions; and (iii) Employee Care, which provides
human resource business process outsourcing (HR BPO) solutions. The
Company develops and utilizes technology, models, programs, data,
research and development, concepts, goodwill, customer
relationships, training, and trade secrets. The success of the
Company and each of its employees is directly predicated on the
protection of its knowledge and information. Employee acknowledges
that in the course of employment with the Company, Employee will be
entrusted with, have access to and obtain intimate, detailed, and
comprehensive knowledge of confidential and/or proprietary
information (“Information”), including information or
financial information concerning: (i) the Company’s
processes, practices and procedures; (ii) the Company’s
customers, suppliers and employees; (iii) the Company’s
advertising and marketing plans; (iv) the Company’s
strategies, plans, goals, projections, and objectives; (v) the
Company’s research and development activities and
initiatives; (vi) the strengths and weaknesses of the
Company’s products or services; (vii) the costs, profit
margins, and pricing associated with the Company’s products
or services; (viii) the Company’s sales strategies,
including the manner in which it responds to client requests and
requests for information or requests for proposals; (ix) the
Company’s business, including budgets and margin information,
and (10) matters considered confidential by the Company, its
customers, or suppliers, including information considered
confidential by such customers’ or suppliers’
customers, vendors, or other third-party providers, and any
information of a third party that the Company designates as
confidential ( e.g. , third-party information accessed or
used by Employee during his/her employment). Employee agrees that
the Information is highly valuable and provides a competitive
advantage to the Company. Employee further agrees that, given the
United States and worldwide markets in which the Company competes,
confidentiality of the Information is necessary without regard to
any geographic limitation.
3. Both during and after
Employee’s employment with the Company, Employee agrees to
retain the Information in absolute confidence and not to use or
permit access to or disclose the Information to any person or
organization, except as required for Employee to perform
Employee’s job with the Company. Upon termination of
employment with the Company for any reason, Employee agrees to
return to the Company, its successors or assigns all
Convergys Corporation -
Confidential and Proprietary
Information in tangible form, all
devices, computer disks or other electronic or magnetic storage
media, records, data, proposals, lists, specifications, drawings,
sketches, materials, equipment, other documents or property
together with all copies (in whatever medium recorded).
4. Employee recognizes the
need of the Company to prevent unfair competition and to protect
the Company’s legitimate business interests. Accordingly,
Employee agrees that, during Employee’s employment and for a
period of two years following Employee’s termination or
separation (for any reason), Employee will not accept employment or
engage in any business activity (whether as a principal, partner,
joint venturer, agent, employee, salesperson, consultant,
independent contractor, director or officer) with a
“Competitor” of the Company where such employment would
involve Employee:
(i) providing, selling or
attempting to sell, or assisting in the sale or attempted sale of,
any services or products similar to those services or products with
which Employee had any involvement or Information during
Employee’s employment with the Company (including any
products or services being researched or developed by the Company
during Employee’s employment with the Company); or
(ii) providing or performing
services that are similar to any services that Employee provided to
or performed for the Company during Employee’s employment
with the Company.
For purposes of this
provision, a “Competitor” is any business or entity
that, at any time during the two-year period following
Employee’s termination or separation, provides or seeks to
provide, any products or services (including those being researched
or developed) similar to or related to any products sold or any
services provided by the Company or with which Employee had any
involvement or Information at any time during Employee’s
employment with the Company (including those services or products
being researched or developed during Employee’s employment
with the Company). “Competitor” includes, without
limitation, any company or business that:
(i) provides outsourced
billing and information services and/or software to third parties
(including but not limited to all segments of the communications
industry, such as wireless, wireline, cable, cable telephony,
broadband, direct broadcast satellite and the Internet);
(ii) provides outsourced
customer management and/or customer c
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