Exhibit 10.5
FORM OF
NON-SOLICITATION
AGREEMENT
THIS NON-SOLICITATION AGREEMENT (the
“Non-Solicitation Agreement”) is entered into by and
between International Paper Company (together with its subsidiaries
and affiliates, “International Paper”), a New York
corporation, and the undersigned employee of International Paper to
protect the valuable competitive information and business
relationships of International Paper.
1. Acknowledgements
. I acknowledge and agree
that:
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a.
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in the course
and scope of my employment with International Paper, I have
developed or will develop unique relationships with International
Paper’s employees, customers and suppliers;
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b.
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International
Paper has provided or will provide me with unique knowledge and
training about its Confidential Information. Confidential
Information, as used in this Non-Solicitation Agreement, includes,
but is not limited to, any information possessed or owned by
International Paper which is not generally known to the public,
especially if such information gives International Paper a
competitive advantage or its disclosure would harm International
Paper. It includes, but is not limited to, trade secrets,
proprietary information and all other information documents or
materials, owned, developed or possessed by International Paper or
any employee of International Paper, whether tangible or
intangible, relating in any way to International Paper’s
research and development, customers, prospective customers,
business plans, business relationships, products or processes,
costs or profit information or data from which that information
could be derived, human resources (including internal evaluations
of the performance, capability and potential of any International
Paper employee), business methods, databases and computer programs;
and,
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c.
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I am entering
into this Non-Solicitation Agreement in conjunction with my
participation in the International Paper [INSERT PLAN NAME] and
that this provides adequate and significant consideration for my
willingness to enter into this Non-Solicitation
Agreement.
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2. Non-Solicitation of
International Paper Employees . During the term of my employment at
International Paper and for twenty-four (24) months following
the termination of my employment for any reason (the
“Employee Non-Solicitation Period”), I agree that I
will not, either on my own behalf or on behalf of any other person
or entity, directly or indirectly, hire, solicit, retain, or
encourage to leave the employ of International Paper (or assist any
other person or entity in hiring, soliciting, retaining or
encouraging) any person who is then or was within six
(6) months of the date of such hiring, an employee of
International Paper.
3. Non-Solicitation of International Paper
Customers . During
the term of my employment at International Paper and for twelve
(12) months following the termination of my employment for any
reason (the “Customer Non-Solicitation Period”), in
order to protect International Paper’s Confidential
Information, I agree that I will not, either on my own behalf or on
behalf of any other person or entity, directly or indirectly,
solicit, sell or assist anyone in the sale of or provide service
relating to any of International Paper’s products or products
similar to those sold by International Paper to any person,
company, firm, or corporation who is or was a customer of
International Paper within one (1) year prior to the
termination of my employment and with whom I, or those employees
reporting to me, had Material Contact during the last year of my
employment. For the purpose of this Non-Solicitation Agreement,
Material Contact shall be defined as personal contact or the
supervision of the efforts of those who have direct personal
contact with a customer or potential customer. I agree not to
solicit, sell or assist in the sale or provide service to any such
customers on behalf of myself or any other person, firm, company,
or corporation.
4. Confidentiality
. I agree that at all
times, both during and after my employment with International
Paper, I shall not directly or indirectly use or disclose any
Confidential Information to any third person or entity outside
International Paper, except (i) as may be necessary in the
good faith performance of my duties for International Paper or
(ii) as I may be required to disclose under any applicable
laws, regulations or directives of a governmental entity having
jurisdiction in the matter or under subpoena or other process of
law, provided that I shall promptly notify the Company in writing
of any such requests for disclosure.
5. Common Law Duties
. I acknowledge and agree
that I owe fiduciary and common law duties to International Paper,
in addition to the covenants set forth above, prohibiting the
misuse or disclosure of trade secrets or confidential information
and the unlawful interference with International Paper’s
business and customer relationships.
6. Duty to Show
Non-Solicitation Agreement to Prospective Employers
. During my employment
with International Paper and for twenty-four (24) months
thereafter, I shall, prior to accepting other employment, provide a
copy of this Non-Solicitation Agreement to any recruiter who
assists me in locating employment other than with International
Paper and to any prospective employer with which I discuss
potential employment.
7. At-Will Employment
. I acknowledge and agree
that my employment with International Paper is at-will and that
both the Company and I retain the right to terminate the employment
relationship at any time and for any reason, with or without prior
notice. Nothing i
