Exhibit 10.2
EMPLOYEE'S CONFIDENTIALITY AGREEMENT
I understand and agree that the following terms are conditions of my employment
at M.J. Gross & Company Inc. d/b/a Data Conversion Laboratory, its subsidiaries
and/or its affiliates (the "company"):
1. DEVOTION OF TIME.
During the Employment Period, I shall: (i) expend substantially all my
working time for the Company; (ii) devote my best efforts, energy and
skill to the services of the Company and the promotion of its
interests; (iii) shall not work for other companies in related
businesses without prior consent; and (iv) not take part in activities
known by me to be detrimental to the best interests of the Company.
2. TRADE SECRETS.
2.1 I expressly agree and understand that the Company owns and/or
controls numerous methods, products, processes, customer
materials, customer lists, trade secrets and other information
applicable to its business and that it may from time to time
acquire, improve or produce additional methods, products,
processes, customer materials, customer lists, trade secrets
and other information (collectively, the "Confidential
Information"). I hereby acknowledge that each element of the
Confidential Information constitutes a unique and valuable
asset of the Company or its customers and that certain items
of the Confidential Information have been acquired from third
parties upon the express condition that such items will not be
disclosed other than to the Company in the ordinary course of
its business.
2.2 I hereby acknowledge that disclosure of the Confidential
Information to and/or use by anyone other than in the
Company's ordinary course of business would result in
irreparable and continuing damage to the Company and its
customers. Accordingly, I agree to hold the Confidential
Information in the strictest secrecy, and covenant that,
during the Employment Period or any time thereafter, I will
not, without the prior written consent of the Board of
Directors, directly or indirectly, allow any element of the
Confidential Information to be disclosed, published or used,
nor permit the Confidential Information to be discussed,
published or used, either by myself or any third parties,
except in effecting my duties on behalf of the Company in the
ordinary course of business. Notwithstanding anything to the
contrary herein contained, my obligation to maintain the
secrecy and confidentiality of the Confidential Information
under this Section 2 shall not apply to any such Confidential
information, which is in the public domain.
3. EMPLOYEE KNOWLEDGE
3.1 I hereby agree to communicate and make known to the Company
all knowledge processed by me relating to any methods,
developments, inventions and/or improvements, whether
patented, patentable, or unpatentable, which relate to the
business of the Company, acquired by me before or during the
Employment period; provided however, that nothing herein shall
be constructed as requiring any such communication where the
method, development, invention, and/or improvement is lawfully
protected from the disclosure as the trade secret of a third
party or by any other lawful bar to such communication
existing prior to the commencement of employment hereunder.
3.2 Any methods, developments, inventions, and/ or improvements,
whether patentable or unpatentable, which I may conceive of or
develop in connection with the Company's business (solely or
jointly with another or others), while in its employ, shall
be and remain the exclusive property of the Company to the
extent permitted by law. I further agree on request to execute
patent application, and any other records or memoranda
requested by the Company, based on such methods, developments,
inventions and/or improvements, including instruments deemed
necessary by the Company for the prosecution of the patent
application or the acquisition of Letters of Patent of this
and any foreign country or otherwise.
3.3 I hereby agree to keep all such records in connection with my
employment as the Company may, from time to time direct, and
all such records shall be the sole exclusive property of the
company.
4. RESTRICTIVE COVENANT
4.1 I agree that if my employment hereunder shall at any time be
terminated for any reason whatsoever, I will not at any time
within one (1) year after such termination, without the prior
written approval of the Board of Directors, directly or
indirectly, engage in any business activity anywhere in the
world, competitive with the business of the Company.
Furthermore, I agree that, during such one-year period, I
shall not solicit, directly or indirectly, any prospective
account of the company who at the time of such termination
was, to my knowledge, then actively being solicited by the
Company and I shall not in any manner, directly or indirectly,
knowingly and purposefully affect to the Company's detriment
any relationship of the Company with any customer, supplier or
employee of the Company or cause any customer or supplier to
refrain from entrusting additional business to the Company. In
the event that any of the provision of this section shall be
adjudicated to exceed the time, geographic or other
limitations permitted by applicable law in any jurisdiction,
then such provision shall be deemed reformed in such
jurisdiction to the maximum time, geographic or other
limitations permitted by applicable law.
5. INJUNCTIVE RELIEF. I hereby acknowledge and agree that, in the event I
violate any provision of Sections 2, 3, or 4 hereof, the Company will be without
an adequate remedy at law and, accordingly, will be entitled to enforce such
restriction by temporary or permanent injunctive or mandatory relief obtained in
any action or proceeding instituted in any court of competent jurisdiction
without the necessity of proving damages and without prejudice to any other
remedies which it may have at law or in equity.
6. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to principles of conflict of law.
7. WAIVER. The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach. If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and not in any way affect or render invalid or unenforceable any other
provisions of this Agreement, and this Agreement shall be carried out as if such
invalid or unenforceable provision were not embodied therein.
8. ASSIGNMENT. Except as otherwise herein expressly provided, this
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns, including, without limitation, any corporation or other
entity into which the Company is merged or which acquires all of the outstanding
shares of the Company's capital stock, or all or substantially all of the assets
of the Company.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and there are no representations, warranties or commitments
except as set forth herein. This Agreement supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussion, whether
written or oral, of the parties hereto relating to the transactions contemplated
by this Agreement. This Agreement may be amended only in writing executed by the
parties hereto affected by such amendment.
IN WITNESS WHEREOF, I execute this Agreement as of the day and year
written below.
By:________________________________
Date: _____________________________