EXHIBIT 10.8
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
This agreement is made on this 17th day of November, 2004, by and between
U.S. MEDSYS CORP. ("Company"), and Xxxxxxx X. Xxxxxx ("Employee").
Company wishes to employ Employee in the position of Executive Vice
President and Chief Financial Officer on the terms and subject to the conditions
set forth in that certain Employment Agreement dated as of the date hereof
between Employee and the Company (the "Employment Agreement"), and Employee has
accepted that position on the terms and subject to the conditions contained in
the Employment Agreement.
Company wishes to assure itself that Employee will keep in confidence and
not disclose any information disclosed to him during the term of his employment.
Company further wishes to assure itself that Employee will not compete
with Company after certain terminations of his employment.
Employee is willing to agree not to so compete with Company.
Therefore, in consideration of the premises set forth here and intending
to be legally bound, the parties agree as follows:
1. Employee agrees to at all times hold in strict confidence any and all
confidential data and other confidential information concerning the products,
services, businesses, operations, suppliers and customers of Company. Employee
agrees that he will not disclose to anyone, directly or indirectly, any of such
confidential matters, or use them other than in the course of his employment.
Employee may not, while an employee of Company and, if applicable, for the one
year period commencing on the date of any termination of the Employee pursuant
to the Employment Agreement (other than any termination by the Employee for Good
Reason (as defined in the Employment Agreement), and without the prior written
consent of Company, either directly or indirectly, operate or perform any
advisory or consulting services for, or otherwise operate or become associated
with, in any capacity, any company, partnership, organization, proprietorship,
or other entity that manufactures, buys, sells, or distributes products or
performs services that may or do compete with the products or services Company
provides within New Jersey or any other areas geographical areas in which
Company does business, directly or indirectly at the time of such termination.
2. Employee agrees to not, at any time, without the prior written consent
of Company, directly or indirectly, induce or attempt to induce any employee,
agent or other representative or associate of Company to terminate a
relationship with Company, or in any way directly or indirectly interfere with
such a relationship between Company and any of its suppliers, customers or
employees.
3. Employee acknowledges and agrees that compliance with the agreements
set forth in this document is necessary to protect the Company and that a breach
of any of these
agreements may result in irreparable harm and continuing damage to Company for
which there will be no adequate remedy at law. Employee agrees that in the event
of any breach of any of these agreements, Company, and its successors and
assigns, may be entitled to injunctive relief and to any other and further
relief that is proper under the circumstances.
4. This agreement is governed by and construed in accordance with New
Jersey law.
5. This agreement shall terminate and be of no further force and effect
upon the first to occur of (a) the one year anniversary of the termination of
the Employee pursuant to the Employment Agreement (other than any termination by
the Employee for Good Reason (as defined in the Employment Agreement), (b) the
termination by the Employee of the Employment Agreement for Good Reason, or (c)
on or after the termination of the Employee, the breach by the Company of any of
the payment provisions of the Employment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.
/s/ Xxxxxxx X. Xxxxxx
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EMPLOYEE
By: Xxxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxx
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U.S. MEDSYS CORP.
By: Xxxxx Xxxxx
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