Exhibit 10.4
OFFICEMAX
INCORPORATED
NONDISCLOSURE AND NONCOMPETITION
AGREEMENT
THIS AGREEMENT is made as of this
3rd day of October, 2005 by and between OfficeMax Incorporated, a
Delaware corporation (“OfficeMax”), which term includes
any and all affiliates and subsidiaries), and Don Civgin (the
“Employee”).
In consideration of the mutual
covenants contained herein, including without limitation
OFFICEMAX’s employing Employee, OFFICEMAX providing Employee
with OFFICEMAX’s confidential information and trade secrets,
OFFICEMAX providing training to Employee, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1.
Confidential Information/Trade
Secrets . OFFICEMAX
shall provide Employee with certain OFFICEMAX confidential
information and trade secrets (“Confidential
Information”). Confidential Information includes,
without limitation, the names, addresses, price lists, purchasing
histories and requirements of customers and potential customers;
location, region, and company financial reports, sales and service
manuals and bulletins; cost information and patterns; floor plans
and drawings of facilities; marketing strategies; acquisition and
expansion plans; and other similar information. Confidential
Information shall also include, without limitation, all letters,
memoranda, notes, tables, spreadsheets, and other similar
documents, whether in hard-copy or electronic form, created or
generated by or on behalf of Employee using the information, or any
part thereof, described in the previous sentence. Employee
recognizes that such information is the confidential information
and trade secrets of OFFICEMAX, and agrees not to divulge such
information to any person, firm, or institution except as such
disclosure is necessary to discharge his duties to the
Company. Further, upon termination of employment with
OFFICEMAX, Employee will continue to treat Confidential Information
as private and privileged, and will not, either for
Employee’s own purposes or as an employee of or for the
benefit of any other entity or person, use such information or
disclose it to any person, firm, or institution.
2.
Return of Property
. On termination of
Employee’s employment with OFFICEMAX, Employee will
immediately surrender to OFFICEMAX, in good condition, all
(a) Confidential Information; and (b) all letters, notes,
memoranda, program design specifications, and all other similar
items which relate to customers or potential customers of OFFICEMAX
that Employee obtained from OFFICEMAX files or databases, are
supplied to Employee by OFFICEMAX, or generated by Employee from
OFFICEMAX data and that are in Employee’s possession,
custody, or control wherever located including all reproductions or
copies of such materials, whether in hard-copy or electronic form;
and (c) and all tangible property of OFFICEMAX, including but
not limited to computers, handheld electronic devices, cellular
telephones, briefcases, samples, merchandise, and
furniture.
3.
Noncompetition
. In exchange for
OFFICEMAX’s employment of Employee, and its agreement to
provide Employee Confidential Information and senior executive
separation benefits under certain circumstances as agreed, for a
period of 12 months after termination of Employee’s
employment with OFFICEMAX, whether such termination is voluntary or
involuntary (or for a period of 12 months after a final judgment or
injunction enforcing this covenant), Employee agrees not to,
directly as an employee or indirectly as a consultant or
contractor,
