This NonDisclosure Agreement NDA involves
Title: NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
Industry: Biotechnology and Drugs Sector: Healthcare
E xhibit 4.1
MWI VETERINARY SUPPLY CO.
Pursuant to the offer letter dated September 10, 2006, and the compensation stated therein, effective September 28, 2006, John Francis (“ Employee ”), and MWI Veterinary Supply Co., an Idaho corporation (the “ Company ”), as part of Employee’s employment with the Company agree as follows:
1.1 Noncompetition Covenant . Employee agrees that Employee will not, directly or indirectly, during the term of Employee’s employment with the Company and for one year following the termination (for any reason) of Employee’s employment with the Company (the “ Noncompete Period ”), compete, either directly or indirectly, with the Company in the sale, marketing, distribution, warehousing, manufacturing, fabrication or shipping of animal health products for the customers of the Company. Competition includes owning an interest in or being employed by, acting as a consultant to, or otherwise participating, associating, rendering services to, or engaging in, a proprietorship, partnership, corporation, limited liability company, or other entity or organization, or a business unit, division, subsidiary, or other component of such an entity or organization in any business that the Company conducts or has specific plans to conduct as of the date the employment of Employee is terminated. Nothing herein shall prohibit Employee from being a passive investor of not more than 5% of the outstanding stock of any class of capital stock of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.
1.2 Nonsolicitation Covenant . During the Noncompete Period, Employee shall not, directly or indirectly through another entity, (i) induce or attempt to induce any employee of the Company or any Affiliate to leave the employment of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time during the Employee’s employment or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Affiliate to cease doing business with the Company or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Affiliate.
1.3 Nondisparagement Covenant . Employee shall not make statements injurious to the business reputation or good will of the Company or any of the members of its board, its officers or employees.
1.4 Breach of Covenants . If, at the time of enforcement of Sections 1.1, 1.2, and 1.3 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated
period, scope or area. Because Employee’s services are unique and because Employee has access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Employee of Sections 1.1, 1.2, and 1.3, the Noncompete Period shall be tolled until such breach or violation has been duly cured. Employee agrees that the restrictions contained in Sections 1.1, 1.2, and 1.3 are reasonable.
1.5 Noncompetition Payment. If Employee’s employment with the Company is terminated, other than by (i) the Company for Cause, or (ii) pursuant to a voluntary termination by Employee which is not within 90 days of a Good