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EXHIBIT 99.1
CONFIDENTIALITY AND NONSOLICITATION AGREEMENT
THIS
CONFIDENTIALITY AND NONSOLICITATION AGREEMENT (this "Agreement")
is
executed and delivered effective as of
_______________, 2005 (the "Effective
Date"), by and among MICROFIELD GROUP,
INC., an Oregon corporation
("Corporation"), and [ ].
RECITALS
A.
Corporation's primary business consists of the provision of
electrical
and data services and engaging in electric
and related energy transactions (the
"Business").
B.
Simultaneously with the execution and delivery of this Agreement,
the
Corporation's subsidiary, ECI Acquisition
Co., is merging with EnergyConnect
Inc., a Nevada corporation ("ECI"),
pursuant to that certain Merger Agreement
between Corporation and ECI of even date
herewith ("Merger Agreement").
C. [ ] is
a founder, employee, and stockholder of ECI and has access to
and is familiar with confidential
information and the business methods of ECI.
D.
Immediately following the merger, [ ] will become an employee
of
Corporation and/or one or more of its
subsidiaries and will have access to and
will become acquainted with certain
proprietary and confidential information of
Corporation, and will continue to have
access to and become acquainted with such
confidential and proprietary information
during [ ]'s time of employment. [ ]
will also become acquainted with suppliers,
customers, and employees of
Corporation and affiliates of
Corporation.
E.
Corporation will sustain great loss and damage if, during the term
of
this Agreement, for whatever reason, [ ]
should violate the provisions of this
Agreement. [ ] acknowledges that such a
violation would cause irreparable harm
to Corporation and that Corporation would
be entitled, without limitation, to
injunctive relief to remedy such
violation.
F. The
execution and delivery of this Agreement by [ ] is a condition
to
Corporation's obligations to consummate the
Merger Agreement and Corporation is
unwilling to consummate the Merger
Agreement unless [ ] executes and delivers
this Agreement.
AGREEMENT
NOW
THEREFORE, in consideration of the mutual promises, terms, and
conditions set forth herein and other good
and valuable consideration, received
to the full satisfaction of each of them,
the parties hereby agree as follows:
1.
Agreement Not to Solicit Corporation's Customers. [ ] agrees
that,
during his employment with Corporation and
for a period of two (2) years
following voluntary termination of his
employment with Corporation, he shall not
directly or indirectly:
1 - CONFIDENTIALITY AND NONSOLICITATION
AGREEMENT
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(a) solicit or encourage any current customer of Corporation,
any
affiliate
of Corporation, or ECI to seek competing Business services from
any
person, firm, or business other than Corporation or any affiliate
of
Corporation;
(b) disclose the
identity of the customers of Corporation, any
affiliate
of Corporation, or ECI to any business competitor of
Corporation, any affiliate of Corporation, or ECI.
For the
purposes of this Agreement, "affiliate" shall mean any person
or
entity that controls, is controlled by, or
is under the common control of,
Corporation. For the purposes of this
Agreement, "customers" shall mean those
commercial building and business operators
for which the Corporation provides
energy management services, but shall not
include electric grid operators or
major utilities which function in a
capacity similar to a grid operator.
2.
Agreement Not to Solicit Employees. [ ] agrees that at all times
during
his employment with Corporation or any
affiliate of Corporation and for a period
of two (2) years following his voluntary
termination of employment with
Corporation or any affiliate of
Corporation, he will not, directly or
indirectly, either for himself or for any
other person or entity, call upon any
employee, agent, or independent contractor
of Corporation, any affiliate of
Corporation, or ECI for the purpose or with
the intent of enticing such person
or entity away from or out of the employ
of, or engagement with, Corporation,
any affiliate of Corporation, or ECI.
3.
Confidentiality. [ ] understands and acknowledges that
Corporation's
business records and information, including
those previously belonging to ECI,
are valuable and unique assets of its
business, and are confidential in nature.
Such confidential information includes, but
is not limited to, lists of
customers, pricing, business and marketing
information, and other information
which constitutes valuable, special, and
unique assets of Corporation,
affiliates of Corpora
