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 This NonDisclosure Agreement NDA involves

MYERS INDUSTRIES INC

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Title: NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
Governing Law: Ohio     Date: 6/22/2009
Industry: Containers and Packaging     Law Firm: Benesch Friedlander     Sector: Basic Materials

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Exhibit 10.2

NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

     THIS AGREEMENT is entered into between Myers Industries, Inc. (the “Company”) and David B. Knowles (“Employee”), effective as of June 19, 2009. The Company, as used in this Agreement, includes Myers Industries, Inc., its successors and assignees, and any of their existing and future subsidiaries in the United States and foreign countries.

     In consideration of Employee’s employment with the Company under an Employment Agreement dated of even date herewith (the “Employment Agreement”), and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee covenants and agrees as follows:

I. NON-DISCLOSURE. Employee covenants and agrees so long as this Agreement is in effect, and after the termination of this Agreement, that:

     A. Without the prior written consent of the Company, Employee shall not at any time, directly or indirectly, use for Employee’s own benefit or purposes or for the benefit or purposes of any other person, firm, partnership, association, corporation or business organization, or disclose to any person, firm, partnership, association, corporation or business organization, any trade secrets, information, data, know-how or knowledge (including, but not limited to, trade secrets, information, data, know-how or knowledge relating to customers, clients, products, technical services, business methods and techniques, print outs, reports, market development programs, revenues, costs, pricing structures, management practices, manuals, contracts, documents, designs, computer programs, computer operating systems, computer applications, software designs, inventions, processes, plans or employees) belonging to, or relating to the affairs of the Company except where required in good faith to transact the business of the Company.

     B. Employee shall return to the Company, at its request, and in any event within three (3) days after termination of Employee’s employment, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of the Company and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all correspondence, customer lists, files, plans, contracts, cost and pricing structures, accounting records, memoranda and reports as well as all of the Company’s equipment and other property in Employee’s hands or under Employee’s control at the time of the termination of Employee’s employment.

     C. Employee shall keep in strict confidence all trade information, product data, technical services, management practices, business and pricing methods and techniques, customer and prospect lists, trade secrets and other confidential information concerning the Company’s business and the Company’s methods of doing business.

II. NON-COMPETITION. Employee acknowledges that Employee will be dealing with confidential information, trade secrets and business methods which are the Company’s property. Employee further acknowledges that the training, materials, customer lists and other confidential information and trade secrets, all provided to Employee by the Company, are of value to the Company and that it is reasonable and necessary for the protection of the Company that the Employee not compete with the Company within the area and for the duration hereinafter set forth.

 


 

     A. Accordingly, Employee covenants and agrees that Employee shall not, for the term hereof and for a period of three (3) years following the termination of Employee’s employment with the Company (the “Restricted Period”), for any reason directly or indirectly (which means acting alone, as a sole proprietor, as a partner, employee or agent of a partnership; as an officer, director, employee or shareholder or agent of any other corporation; or as a trustee, fiduciary, consultant, independent contractor, agent or other representative) engage in any or all of the following activities within the Restricted Area (as defined below):

1. Become employed or affiliated in any capacity with, perform services of any type on behalf of, or enter into or engage in any business or other pursuit that competes with and/or is similar to the Company’s business in any way; or

2. Promote the business of any person, firm, association, or corporation engaged in a business which competes with and/or is similar in any way with the business of the Company; or

3. Solicit, divert or take away or attempt to


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