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NONDISCLOSURE AND NONCOMPETE AGREEMENT
FOR MANAGEMENT EMPLOYEES
(Thomas F. Connerty)
THIS AGREEMENT , executed and delivered as of the 30th day of
November, 2007, by and between NutriSystem, Inc., a Delaware
corporation, and its subsidiaries, having a principal place of
business at 300 Welsh Road, Building 1, Horsham, PA 19044
(hereinafter called "NS"), and Thomas F. Connerty
(hereinafter called "EMPLOYEE").
WHEREAS , NS is engaged in the sale of weight loss
products and services, including but not limited to providing
information regarding treatment for weight reduction, obesity and
weight management, nutrition and exercise through its website and
by telephone, and is involved in a continuing effort to develop new
weight loss programs, procedures, recipes etc. with regard to its
weight loss business, and
WHEREAS , EMPLOYEE is desirous of receiving a position
with NS; and
WHEREAS , through such employment, EMPLOYEE will receive
special training, knowledge and information, some of which is
secret and confidential in nature, including trade secrets and
other confidential information of NS; and
WHEREAS , in the performance of his employment by NS,
EMPLOYEE will through confidences and privity with the special
knowledge of NS, acquire special and confidential knowledge in the
market or markets and products NS is developing and considering
developing, which is not common knowledge to the business community
and is of great value to NS; and
WHEREAS , in the course of his employment, EMPLOYEE will
necessarily acquire knowledge of trade secrets and other
confidential matter known only to NS's employees, which if divulged
to persons not employed by NS would undoubtedly irreparably damage
NS; and
WHEREAS , EMPLOYEE has entered into an Employment
Agreement with NS dated November 30, 2007 (the "Employment
Agreement").
NOW THEREFORE , the parties intending to be legally bound
hereby, agree as follows:
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- EMPLOYEE agrees that he will not during the term of his
employment or thereafter for a period of two years:
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- Divulge to any person, all or any part of any trade secret or
confidential information concerning existing, proposed or new
products or markets developed or to be developed by NS, secret or
confidential business procedures or plans relating to NS's new or
existing markets, new proposed acquisitions or mergers, the name
and processes of those with whom NS is dealing in connection with
such new products, markets, procedures or business and all things
of a same or similar confidential nature.
- Divulge to any person any confidential events, conversations or
activities relating to the proposed or existing business of NS
which occur during the employment of EMPLOYEE or which EMPLOYEE
learned of and which occurred prior to the employment of
EMPLOYEE.
For the purposes of this Agreement, Confidential Information
shall include the following information: technical information,
processes, formulae, compositions, systems, techniques, inventions,
computer programs and software developed for NS, research projects,
customer lists, pricing data, sources of supply, personnel records,
financial data and information, sales and marketing methods,
marketing plans, production, merchandising systems and plans and
other information confidential to NS.
- EMPLOYEE agrees that he will not at any time during the term of
his employment and for a period of two (2) years after the
termination of his employment, within the United States, become
associated directly or indirectly for himself or as an agent on
behalf of, or be employed in, act as a consultant to, or as a
director of, or in connection with any person, partnership,
association or corporation, engaged in, a business substantially
similar to or competitive with the present business of NS or such
other business activity in which NS may engage during the term of
his employment.
-
Notwithstanding the foregoing paragraph, EMPLOYEE agrees that he
will not at any time during
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