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. |
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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.
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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 Othe
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