to not employ any current or former employee of Company. Employee also agrees that for a period of one (1) year after voluntary or involuntary termination of employment, in those States in which Employee had customer contact, directly or indirectly, during the last twelve (12) months of the Employee’s employment by the Company or, if Employee’s job did not involve customer contact, within a fifty (50) mile radius of the city in which Employee’s primary duties were regularly performed, not to be involved in any capacity, including as principal, agent, employee, employer, stockholder of more than five percent (5%) of the issued and outstanding stock, advisor, partner, or consultant, which includes the primary job functions performed by Employee within the last twelve (12) months of employment with the Company, in any business or entity that competes directly with the Company in the sale and placement of advertising in print telephone directories, print magazines, internet yellow pages or local search advertising delivered via the internet or wireless telecommunications products or services, or web design or hosting. The Employee further agrees to (a) provide a copy of this Agreement to any prospective employer of Employee prior to accepting any offer of employment during the twenty-four month period immediately following Employee’s termination of employment by Company and (b) notify the Company of the identity and address of any such prospective employer with which Employee intends to accept any offer of employment.
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| 7. | Employee agrees to hold in confidence, as a trustee for the Company, all information, data and material which the Employee has or may acquire as a result of employment by the Company or has or may create at any time during the period of employment with the Company regarding the business, customers and procedures of the Company, including all systems, plans and other data, material and information referenced in the preceding paragraph. Employee agrees to keep the same secret and not to use for the benefit of any party (other than Company) or divulge to any party, in whole or in part, directly or indirectly, the same. The Employee further agrees, upon termination of employment, to surrender to the Company all property of the Company, including, but not limited to, all sales material, records, equipment, documents, memoranda, notes, reports and documents of every character and description and in any medium in which the same exists, which pertain to the Company or its customers and not to retain any copies thereof. |
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| 8. | Numerous documents utilized in connection with the business of the Company have always been and are now confidential. These documents are not to be disclosed to anyone outside of the Company and the use of these documents is strictly limited to Company business. These rate schedules, manuals, guidelines, sales promotion material, and all other material reflecting proprietary ideas, plans, requirements, processes, compilations, research and development, formulas, designs, marketing plans and strategies, pricing policies, customer lists, software or other information or data created, produced or compiled by the Company contain confidential information and are not to be transferred or disclosed to anyone not employed by the Company nor to any Company employee who is not on a need-to-know basis; provided, however, an advertiser's sales agreement may be disclosed to the parties thereto and sales promotion literature may be disclosed to customers. The obligations of this and the preceding section shall survive any termination of this Agreement or of Employee’s employment by the Company. |
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| 9. | (a) Employee shall disclose promptly to Company or its nominee any and all ideas, inventions, developments, discoveries, improvements, works of authorship, trade secrets and computer or other apparatus or programs (collectively "Innovations") whether or not patentable, copyrightable, trademarkable or susceptible to other forms of protection, conceived of or made by Employee in the course of employment with Company, and does hereby assign and agree to assign all interest, including, but not limited to, an irrevocable, royalty-free and perpetual license therein to Company or its nominee. An Innovation will be deemed to have been made in the course of employment unless the Innovation (i) was developed on the Employee's own time, (ii) outside Employee’s regular or assigned duties for Company, and (iii) no Company equipment, facility, or proprietary information was used. Employee further agrees, without charge to Company but at its expense, to execute, at the Company's option, a specific assignment to the Company of all rights, title, and interest to such Innovations and agrees to execute all applications or other forms of protection for such Innovations in the United States and in other countries. |
(b) Employee shall not bring to, or use in any manner while employed by, the Company any confidential materials or documents of a former employer or other third party or utilize or disclose any proprietary information of any such employer or third party without written authorization from the former employer or third party. Employee is not permitted to copy any third party copyrighted material, including documents and computer programs, without first obtaining written permission from the copyright owner.
10. The Employee expressly agrees and acknowledges that the Company will suffer extremely costly and irreparable harm, loss and damage if this Agreement is violated by the Employee and any assessment of damages would not adequately compensate the Company for said harm, loss and damage. Accordingly, the Employee agrees that in the event of a violation of this Agreement, the Company shall be irreparably harmed and so shall be entitled to equitable relief, including, but not limited to, an injunction without bond, requiring full performance and preventing further violation by the Employee of any such portion of this Agreement.
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| 11. | This Agreement is not an employment agreement in any form, does not grant the Employee rights of any kind including, without limitation, any right to employment for a particular term or any right to severance pay, and does not alter the Employee’s status as |
