CDW 2012 Annual Report Download - page 183

the termination of Executive's employment or service (including service as a manager, advisor or consultant as
contemplated by and described in Rule 701) with the Company or any of its Subsidiaries, Executive shall surrender to
the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data
which constitute Confidential Information which Executive may then possess or have under his/her control (together
with all copies thereof).
(g)
Acknowledgements . Executive acknowledges that the provisions of this Section 7
are in addition
to, and not in limitation of, any obligation of Executive under the terms of any employment or other agreement with the
Company or any Subsidiary, and in consideration of (i) employment by the Company or its Subsidiaries or retention to
provide services (including service as a manager, advisor or consultant as contemplated by and described in Rule 701) to
the Company and its Subsidiaries and (ii) additional good and valuable consideration as set forth in this Agreement. In
addition, Executive agrees and acknowledges that the restrictions contained in this Section 7
do not preclude Executive
from earning a livelihood, nor do they unreasonably impose limitations on Exeuctive's ability to earn a living. In
addition, Executive acknowledges (i) that the business of the Company or its Subsidiaries will be conducted throughout
the United States, (ii) notwithstanding the state of incorporation or principal office of the Company or its Subsidiaries, or
any of their respective executives or employees (including Executive), it is expected that the Company or its Subsidiaries
will have business activities and have valuable business relationships within its industry throughout the United States,
and (iii) as part of Executive's responsibilities, Executive will be conducting business throughout the United States in
furtherance of the Company's business and its relationships. Executive agrees and acknowledges that the potential harm
to the Company and its Subsidiaries of the non-enforcement of this Section 7
outweighs any potential harm to Executive
of its enforcement by injunction or otherwise. Executive acknowledges that Executive has carefully read this Agreement
and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as
to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company,
its Subsidiaries and Affiliates now existing or to be developed in the future. Executive expressly acknowledges and
agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period
and geographical scope.
(h)
Definitions. For purposes of this Section 7 the following terms shall have the following meanings:
“CDW Customer”
means (i) any person or entity that purchased any products or services
from CDW or any of its Subsidiaries or affiliates at any time within a two year period prior to Executive’
s
termination (for whatever reason) from the Company or (ii) any person or entity with respect to whom, at
any time during the one year period prior to Executive’
s termination (for whatever reason) from the
Company, Executive submitted or assisted in the development or submission of a presentation or proposal
of any kind on behalf of the Company or any of its Subsidiaries or affiliates, acquired or had access to
any Confidential Information or had contact with as a result of Executive’
s employment with the
Company.
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