Circuit City 2011 Annual Report Download - page 70

(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 Reporting Person.
(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 Reporting Person, 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 recognition of the national and international
nature of the Company’
s business, which includes the sale of its products and services throughout the United States of America and its territories and
possessions, Canada and Europe, this restriction shall apply throughout the United States of America and its territories and possessions, Canada and
throughout any country that is a member of the European Union.
(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 Employment Period. 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.
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