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NONDISCLOSURE AND NON-COMPETE AGREEMENT

NonDisclosure Agreement NDA

NONDISCLOSURE AND NON-COMPETE AGREEMENT You are currently viewing:
This NonDisclosure Agreement NDA involves

UNIVERSAL FOREST PRODUCTS INC

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Title: NONDISCLOSURE AND NON-COMPETE AGREEMENT
Governing Law: Michigan     Date: 2/26/2008
Industry: LUMBER     Sector: BASICM

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Exhibit 10(a) (7)
NONDISCLOSURE AND NON-COMPETE AGREEMENT
This Agreement is entered into as of the 17th day of December, 2007, by and between Universal Forest Products, Inc., and its affiliates and subsidiaries, 2801 East Beltline NE, Grand Rapids, MI 49525 (herein “UFP”), and William G. Currie, an individual, of 1830 Beard Drive SE, Grand Rapids, MI 49546 (herein “Currie”).
RECITALS
A.  
Currie intends to retire as an officer of UFP as of July 21, 2009. UFP wishes to restrict his services from being provided to any competitors of UFP.
The Parties agree as follows:
SECTION 1. DISCLOSURE OF INFORMATION.
Currie acknowledges that UFP’s trade secrets, private or secret processes as they exist from time to time, and information concerning customers and their identity, products, developments, manufacturing techniques, new product plans, equipment, inventions, discoveries, patent applications, ideas, designs, engineering drawings, sketches, renderings, other drawings, manufacturing and test data, computer programs, progress reports, materials, costs, specifications, processes, methods, research, procurement and sales activities and procedures, promotion and pricing techniques, and credit and financial data concerning customers of UFP, as well as information relating to the management, operation, or planning of UFP, herein the (“Proprietary Information”) are valuable, special, and unique assets of UFP, access to and knowledge of which may be essential to the performance of Currie’s duties under this Agreement. In light of the highly competitive nature of the industries in which UFP conducts businesses, Currie agrees that all Proprietary Information obtained by Currie as a result of its relationship with UFP shall be considered confidential. In recognition of this fact, Currie agrees that except as may be necessary for UFP’s benefit, in Currie’s reasonable judgment, Currie will not, during and after the Non-Compete Period, disclose any of such Proprietary Information to any person or entity for any reason or purpose whatsoever without the written consent of UFP, and Currie will not make use of any Proprietary Information for Currie’s own purposes or for the benefit of any other person or entity (except UFP) under any circumstances.
SECTION 2. NON-COMPETITION AGREEMENT.
In order to further protect the confidentiality of the Proprietary Information and in recognition of the highly competitive nature of the industries in which UFP conducts its businesses, and for the consideration set forth herein, Currie further agrees that during and for the period commencing on July 21, 2009 and ending on July 21, 2012 (the “Non-Compete Period”):

 

 


 

2.1 Currie will not directly or indirectly engage in any Business Activities (hereinafter defined), other than on behalf of UFP, whether such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly-traded corporation), advisor, agent, or other participant, in any geographic area in which the products or services of UFP have been distributed or provided during the period of Currie’s consulting relationship with UFP. For purposes of this Agreement, the term “Business Activities” shall mean the design, development, manufacture, sale, marketing, or servicing of UFP’s products, together with all other activities engaged in by UFP or any of its subsidiaries at any time during Currie’s relationship with UFP, and activities in any way related to activities with respect to which Currie renders consulting services under this Agreement.
2.2 Currie will not directly or indirectly engage in any of the Business Activities (other than on behalf of UFP) by supplying products or providing services to any customer with whom UFP has done any business during the consulting relationship with UFP, whether such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), advisor, agent, or other participant.
2.3 Assistance to Others. Currie will not directly or indirectly assist others in engaging in any of the Business Activities in any manner prohibited to Currie under this Agreement.
2.4 UFP’s Employees. Currie will not directly or indirectly induce employees of UFP to engage in any activity hereby prohibited to Currie or to terminate their employment with UFP.
2.5 Non-Compete Payments. In exchange for Currie’s agreements and obligations under this Section 2, Currie will receive a payment of Forty One Thousand Six Hundred Sixty Six Dollars ($41,666.00) per month for the term of the Non-Compete Period, subject to earlier termination upon the death or Disability of Currie. Disability shall mean a physical or mental injury or illness that totally and permanently renders Currie unable to perform all of the functions called for under this Agreement.

 

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