profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans
and internal performance results relating to the past, present or future business activities, technical
information, design, process, procedure, formula, or improvement, which Employer considers
confidential and proprietary. Employee acknowledges and agrees that the confidential and proprietary
information is valuable property of Employer, developed over a long period of time at substantial
expense and that it is worthy of protection.
B. Confidentiality Obligations. Except as otherwise expressly permitted in this Agreement,
Employee shall not disclose or use in any manner, directly or indirectly, any confidential and
proprietary information either during the term of this Agreement or at any time thereafter, except as
required to perform their duties and responsibilities or with Employer’s prior written consent.
C. Rights in Confidential and Proprietary Information. All ideas, concepts, work product,
information, written material or other confidential and proprietary information disclosed to Employee by
Employer (i) are and shall remain the sole and exclusive property of Employer, and (ii) are disclosed
or permitted to be acquired by Employee solely in reliance on Employee’s agreement to maintain them
in confidence and not to use or disclose them to any other person except in furtherance of Employer’s
business. Except as expressly provided herein, this Agreement does not confer any right, license,
ownership or other interest or title in, to or under the confidential and proprietary information to
Employee.
D. Irreparable Harm. Employee acknowledges that use or disclosure of any confidential and
proprietary information in a manner inconsistent with this Agreement will give rise to irreparable injury
for which damages would not be an adequate remedy. Accordingly, in addition to any other legal
remedies which may be available at law or in equity, Employer shall be entitled to equitable or
injunctive relief against the unauthorized use or disclosure of confidential and proprietary information.
Employer shall be entitled to pursue any other legally permissible remedy available as a result of such
breach, including but not limited to damages, both direct and consequential. In any action brought by
Employer under this Section, Employer shall be entitled to recover its attorney’s fees and costs from
Employee.
11. Ownership of Work Product. The Parties agree that all work product, information or other materials
created and developed by Employee in connection with the performance of duties and responsibilities
under this Agreement and any resulting intellectual property rights are the sole and exclusive property of
Employer.
12. Termination. This Agreement may be terminated immediately by Employer for cause or in the event
Employee violates any provision of this Agreement.
Employer’s Termination. In addition, Employer may terminate this Agreement and Employee's
employment: (Check one)
☐ at any time and for any reason in accordance with applicable local, state, and federal labor laws
☐ at any time by giving __________ days' notice in writing to Employee. During the notice period,
Employee and Employer agree to continue diligently fulfilling their duties and obligations in good faith with
best efforts.