Circuit City 2006 Annual Report Download - page 59

supplier information, data processing programs, software, software codes, computer models, research and development
projects; (iii) marketing information, such as information on markets, end users and applications, the identity of the Systemax
Companies’ customers and distributors, their names and addresses, the names of representatives of the Systemax Companies’
customers and distributors responsible for entering into contracts with the Company, the Company’s financial arrangements
with its customers and distributors, the amounts paid by such customers to the Company, specific customer needs and
requirements, leads and referrals to prospective customers; and (iv) personnel information, such as the identity and number of
the Systemax Companies’ other employees, their salaries, bonuses, benefits, skills, qualifications, and abilities. The
Employee acknowledges and agrees that the Confidential Information and Trade Secrets are not generally known or available
to the general public, but have been developed, complied or acquired by the Company at its great effort and expense and for
commercial advantage and, therefore, takes ever reasonable precaution to prevent the use or disclosure of any part of it by or
to unauthorized persons. Confidential Information and Trade Secrets can be in any form: oral, written or machine readable,
including electronic files.
(b) Non-Disclosure of Confidential Information
. The Employee agrees he will not, while associated with the Company
and for so long thereafter as the pertinent information or documentation remains confidential, directly or indirectly use,
disclose or disseminate to any other person, organization or entity or otherwise use any Confidential Information and Trade
Secrets, except as specifically required in the performance of Employee’s duties on behalf of the Company or with prior
written authorization of the Company’s Chairman and Chief Executive Officer.
(c) Return of Materials . The Employee further agrees to deliver to the Company, immediately upon termination from
employment or at any time the Company so requests, (i) any and all documents, files, notes, memoranda, models, databases,
computer files and/or other computer programs reflecting any Confidential Information whatsoever or otherwise relating to
the Company’s business; (ii) lists of the Systemax Companies’ clients or leads or referrals to prospective clients; and (iii) any
computer equipment, home office equipment, automobile or other business equipment belonging to the Company which
Employee may then possess or have under his control.
(d) Non-competition . The Employee acknowledges and agrees that the Company is engaged in a highly competitive
business and that by virtue of Employee’s position and responsibilities with the Company and Employee’s access to the
Confidential Information and Trade Secrets, engaging in any business that is directly competitive with the Company will
cause it great and irreparable harm. Accordingly, Employee covenants and agrees that so long as Employee is employed by
the Company and for a period of one (1) year after such employment is terminated, whether voluntarily or involuntarily,
Employee will not, without the express written consent of the Chairman and CEO of the Company, directly or indirectly,
own, manage, operate, control, consult with or be employed in a capacity similar to the position(s) held by Employee with the
Company by any company or other for-profit entity engaged in the sale of computer, consumer electronic and industrial
products in direct and material competition with the Company. In recognition of the national nature of the Company’s
business, which includes the sale of its products and services throughout the United States of America, this restriction shall
apply throughout the United States of America.
(e) Non-Solicitation of Customers . The Employee acknowledges and agrees that solely by reason of employment by
the Company, Employee has and will come into contact with some, most or all of the Company’s customers and will have
access to Confidential Information and Trade Secrets regarding the Company’s customers, as set forth in this Agreement.
Consequently, Employee covenants and agrees that in the event of separation from employment with the Company, whether
such separation is voluntary or involuntary, the Employee will not, for a period of one (1) year following such separation,
directly or indirectly, solicit or initiate contact with any customer, former customer or prospective customer of the Company
for the purpose of selling computer, consumer electronic and industrial products of the type offered for sale by the Company
during the Employee’s employment with the Company. This restriction shall apply to any customer, former customer or
prospective customer of the Company with whom the Employee had contact or about whom Employee obtained Confidential
Information or Trade Secrets during the last two (2) years of employment with the Company. For the purposes of this Section
6, “contact” means interaction between the Employee and the customer or prospective customer which takes place to further
the business relationship, or making sales to or performing services for the customer or prospective customer on behalf of the
Company.
(f) Non-Solicitation of Employees . The Employee acknowledges and agrees that solely as a result of employment with
the Company, the Employee will come into contact with and acquire confidential information regarding some, most or all of
the Company’s employees and consultants. Accordingly, both during the Employee’s employment and for a period of one (1)
year following the cessation of the Employee’s employment with the Company, whether such cessation of employment is
voluntarily or involuntarily, the Employee will not, directly or indirectly, induce or attempt to influence any employee or
consultant of the Company to terminate his or her employment or refrain from providing services to the Company, or solicit
or seek to retain the services of any person employed or providing services to the Company as an employee or a contractor.