|
Exhibit
10.65
CONFIDENTIALITY,
NON-COMPETITION
AND NON-SOLICITATION
AGREEMENT
THIS CONFIDENTIALITY,
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement
” ) is entered into this 24 th
day of
February, 2005 (the “Effective Date”) by and between
Mobile Satellite Ventures (“Company”) and Alexander H.
Good (“Executive”), who, intending to be legally bound,
hereby agree as follows:
| 1. |
Employment and Bonus Payment. |
(a) Duties. The
Company hereby references the Executive’s employment
agreement dated February 29, 2004. During the period of
employment, Executive shall perform well and faithfully such duties
for, and render such services to, the Company as are from time to
time assigned to Executive by the Company.
| 2. |
Restrictive Covenants. |
(a) Non-Solicitation of
Employees. Executive hereby covenants and agrees that, during
Executive’s employment with the Company and for a period of
one (1) year immediately following the termination of such
employment, whether voluntary or involuntary, Executive shall not
solicit, directly or indirectly, any of the Company’s
employees for employment with any other person or entity. Executive
further agrees that he shall engage in no action during this
aforementioned one (1) year period that is intended to or that
has the effect of interfering with, altering, or disrupting the
Company’s relationship with its employees. Executive further
agrees that he shall not provide any assistance to any other person
or entity in the solicitation or recruitment of the Company’s
employees.
(b) Non-Solicitation of
Customers. Executive hereby covenants and agrees that, during
Executive’s employment with the Company and for a period of
one (1) year immediately following the termination of such
employment, whether voluntary or involuntary, Executive shall not,
directly or indirectly, on his own behalf or on behalf of any other
person or entity, solicit or accept competitive business from,
submit competitive proposals to, or conduct competitive business
with, (i) any customer of the Company that was a customer of
the Company during the period of Executive’s employment by
the Company; or (ii) any customer or prospective customer of
the Company that, during the final two years of Executive’s
employment by the Company, Executive had solicited for business or
to which Executive had provided services, which services shall be
deemed to include but shall not be limited to those typically
provided by executive, management, and marketing
employees.
(c) Non-Competition.
Executive hereby covenants and agrees that, during
Executive’s employment with the Company and for a period of
one (1) year immediately following the termination of such
employment, whether voluntary or involuntary, Executive shall not,
directly or indirectly, in any geographic area in which the Company
markets its products and/or services in any executive, technical,
regulatory, managerial, or marketing capacity or position, become
employed by or provide services to any person or entity that
provides, markets, sells or distributes products or services
competitive with any planned or development-stage products of the
Company, which competitor is either Inmarsat or its affiliates or
any other provider, or intended provider, of satellite services
with an Ancillary Terrestrial Component.
| 3. |
Confidential and Proprietary
Information |
(a) Confidential
Information Defined. Executive acknowledges that Executive will
be provided access to Company confidential and proprietary
information and trade secrets and will occupy a position of trust
and confidence with respect to the Company’s affairs and
business (“Company Confidential Information”). Company
Confidential Information includes, but is not limited to,
information and materials related to patentable and unpatentable
inventions, computer software and hardware, research, business
procedures, marketing plans, customer lists and business histories,
analyses of
customer information, pricing
information, financial data, technical data and/or specifications
related to the Company’s products and services, and any other
information that is not generally known to the public or within the
industry in which the Company competes.
(b) Executive’s
Obligations. Executive agrees to take all reasonable steps to
preserve the confidential and proprietary nature of Company
Confidential Information and to prevent the inadvertent or
accidental disclosure of Company Confidential Information.
Executive agrees that during Executive’s employment with the
Company and thereafter, Executive will not use, disclose or
transfer any Company Confidential Information other than as
authorized by the Company. Executive agrees that Executive will not
use in any way other than in the Company’s business any
Company Confidential Information, including information or material
received by the Company from others and intended by the Company to
be kept in confidence by its recipients. Executive agrees that
Executive will not
|
