Exhibit 10.19
NONCOMPETITION AND NONDISCLOSURE AGREEMENT
THIS NONCOMPETITON AND NONDISCLOSURE AGREEMENT (this "Agreement") is
entered into as of ______________________ by and between eRoom System
Technologies, Inc., a Nevada corporation ("Company"), and
________________________ ("Sales Representative").
WHEREAS, Company owns certain proprietary, technical, financial and
business information regarding the manufacture and distribution of a fully
integrated computer-controlled credit card vending systems/in-room refreshment
center/in-room safe/and other related systems and accessories that relate to
free-standing or built-in refrigerators and/or refreshment centers for use in
hotels, motels, hospitals, condos, and other applications relative to the
hospitality and related industries (the "Company Products"); and
WHEREAS, Company owns other proprietary technology related to
electro-mechanical transaction, authorizing, tracking and service provisions
which include a remote data processing and transmission system which allows data
to be captured, stored, displayed, analyzed and transmitted for processing any
of the Company Products ( "Company Technology"); and
WHEREAS, there are several completed USA Patents and additional USA and
foreign letters of patent pending on the Company Products, as well as
trademarks, and copyrights, and other related intellectual property related
thereto; and
WHEREAS, Sales Representative currently distributes, sells or in other
ways supply products and/or systems to the hospitality industry and is desirous
to explore the option of providing the Company Products to its current and
expanding customer base; and
WHEREAS, Company is willing to disclose confidential information to Sales
Representative subject to the following terms and conditions.
NOW, THEREFORE, the parties agree as follows:
1. Confidentiality of Information. In consideration of the execution of
this Agreement, discussion concerning Company's current business or future
business regarding the Company Products, Company Technology or any future
agreements, Sales Representative agrees that he will neither directly and/or
indirectly, individually or as an officer, director or agent of any corporation
or other entity, engage in or be interested in the manufacturing, selling or
dealing in the Company Products and/or Company Technology or facsimiles thereof
without the written approval of Company; nor reveal any of the information
received under this Agreement to any third party; nor use such information to
manufacture, sell or deal in a similar product; nor to affect in any way current
or future sales of the Company Products and/or the Company Technology.
2. Nondisclosure. Sales Representative shall not at any time or in any
manner, either directly or indirectly, divulge, disclose or communicate to any
person, corporation or other entity or utilize in any manner whatsoever any
information concerning any matters affecting or relating to Company's businesses
and/or the Company Products (the "Proprietary Material"). This covenant of
nondisclosure and non-use includes, without limiting the generality of the
foregoing, any of Company's customers, employees, assigns, executors or
administrators. Sales Representative further agrees not to disclose to any other
person, corporation or entity or utilize any of the Proprietary Material and/or
information concerning Company business, the Company Products, and/or the
Company Technology; concerning Company's manner of
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operation of manufacturing; concerning Company's plans, processes or other data
with regard to the Company Products, all of which are Proprietary Material
without the prior written consent of Company. Sales Representative hereto agrees
and stipulates that the business of Company and all information characterized as
Proprietary Material and is important, material and confidential and could
gravely affect the effective and successful conduct of the business of Company.
3. Return of Proprietary Information. Sales Representative shall deliver
all files, documents and other media (and any and all copies and reproductions
of any of the foregoing) in her possession or control which contain or pertain
to the Proprietary Material upon termination of any business discussions or
relationship between the parties, or upon request by Company. Sales
Representative agrees that upon termination of her business relationship with
Company, Sales Representative shall not retain copies (either hard printed or
soft computer storage copies) of any of the Proprietary Material.
4. Nonsolicitation. During the period of business discussions between the
parties and for a period of one (1) year after any termination of such
discussions and/or any business relationship, neither party will attempt, either
directly or indirectly, to induce or attempt to influence any employee of the
other party to leave such other party's employ.
5. Default. Any breach of this Agreement by either Company or Sales
Representative shall give rise to any and all legal and/or equitable remedies,
including but not limited to injunctive relief, against the party in breach of
the terms hereof, available in the State of Utah.
6. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and superseded any and all written or oral agreements
entered into prior to this Agreement.
7. Amendment. This Agreement may be amended only in writing and signed by
the parties hereto.
8. Assignment. This Agreement may not be assigned by any party hereto
without the prior written consent of the other party sought to be charged.
9. Construction. This Agreement shall be governed by and construed under
the laws of the State of Nevada.
10. Attorney's Fees. Should enforcement of this Agreement be necessitated
by the act of any party, and should a lawsuit be commenced, the prevailing party
in such lawsuit shall be entitled to attorney's fees and costs incurred in such
litigation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
eROOM SYSTEM TECHNOLOGIES, INC. SALES REPRESENTATIVE
a Nevada corporation
By: By:
--------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx
Its: Chief Executive Officer
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