EXHIBIT 10.4
AGREEMENT REGARDING NON-DISCLOSURE
OF CONFIDENTIAL INFORMATION
AND NON-COMPETITION
1. INTRODUCTION.
The Chromaline Corporation ("Chromaline") and the undersigned
Employee acknowledge that the Employee has certain information as defined in
Section 2. Employee recognizes that the Confidential Information is a business
assets of Chromaline, the value of which can only be protected by maintaining
the secrecy of the confidential information. Employee further acknowledges that
in the course of his employment by Chromaline, Employee has established personal
contacts and relationships with Chromaline's customers and that such personal
contacts and relationships are valuable business assets of Chromaline.
Employee, therefore, enters into this agreement in
consideration of compensation to be paid to Employee in the following manner:
$20,000 in 1998, $30,000 in 1999, $24,500 in 2000, $24,500 in 2001, and $24,500
in 2002. Payment will be made quarterly. Employee and Chromaline, intending to
be legally bound, agree as follows:
2. DEFINITIONS
a. CHROMALINE means The Chromaline Corporation, its successors
in interest, and all of its parent, subsidiary or affiliate
corporations and the operating divisions thereof.
b. CONFIDENTIAL INFORMATION means any information that
Employee learned or developed during the course of employment with
Chromaline that derives independent economic value from not being
generally known, or not being readily ascertainable by proper mans, by
other persons who can obtain economic value from the disclosure or use
of such information. Such information includes, but is not limited to,
Chromaline's sales and marketing information, information about new or
future products, lists of Chromaline's customers and information about
customer purchases and preferences, information regarding research and
development, manufacturing processes or management systems and any
other information which provides Chromaline with a competitive
advantage.
c. CHROMALINE PRODUCT means any actual projected product,
product line or service that has been designed, developed,
manufactured, marketed or sold by Chromaline during Employee's
employment with Chromaline or regarding which Chromaline has conducted
or acquired research and development during Employee's employment with
Chromaline.
d. COMPETITIVE PRODUCT means any actual or projected product,
product line or service that has been or is being designed, developed,
manufactured, marketed
or sold by anyone other than Chromaline which performs similar
functions or is used for the same general purposes as a Chromaline
product.
e. SOLICITATION OF SALES includes providing information or
conducting demonstrations in anticipation of sales as well as other
acts of service including, but not limited to, delivery and
maintenance.
f. CHROMALINE CUSTOMER means any person or entity with whom
Employee has contact of any sort for the purpose of selling, marketing,
promoting or servicing any Chromaline Product during the time Employee
was employed by Chromaline.
3. NON-COMPETITION.
During the period of time from termination of employment
through December 31, 2002, Employee will not directly or indirectly participate
in or support the sale, solicitation of sale or marketing of any Competitive
Product.
Employee will not, for whatever reason, induce or attempt to
induce any Chromaline employee for whom Employee had managerial or supervisory
responsibilities to leave his or her employment with Chromaline. Such
prohibition includes all acts of recruitment including offering employment,
seeking expressions of an interest in employment or discussing employment
opportunities.
The restrictions contained in this Section 3 shall apply
regardless of whether Employee acts directly or indirectly; or whether Employee
acts personally or as an employee, agent, supervisor, manager or otherwise for
another.
4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
Employee agrees not to disclose, in any manner to any person
not employed by Chromaline, any Confidential Information. Employee understands
that such obligation is not only contractual, but is specified in Minnesota
Statute 325C. Within 24 hours of termination of employment, Employee agrees to
return to Chromaline all originals and copies of documents containing
confidential information as well as all documents generated by Employee on
behalf of Chromaline and all documents relating to the business of Chromaline
from any source whatsoever.
5. INJUNCTIVE RELIEF.
Employee agrees that Chromaline's remedy at law for breach of
this Agreement is inadequate. Chromaline, therefore, shall be entitled to
injunctive relief to enforce the terms of this Agreement, in addition to any
other remedy Chromaline might have.
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6. SEVERABILITY.
The invalidity of any portion of this Agreement shall not
impair or affect enforceability of the remainder. If any of these restrictions
is determined to be unenforceable as to duration or extent, or for any reason
whatsoever, such restriction shall be effective for such period of time and for
such extent as it may be enforceable.
7. PRIOR AGREEMENTS.
This Agreement and any prior non-compete and non-disclosure
agreements signed by Employee in connection with his employment at Chromaline
shall constitute a single agreement. In case of conflict between any provision
of this Agreement and any provision of any other such agreement, the provisions
of this Agreement shall control. If the provisions of this agreement are
determined to be unenforceable as written, then they shall be interpreted in
accordance with Section 6 (Severability) to make them enforceable to the maximum
extent provided by law. If the provisions of this Agreement so selected are
determined to be unenforceable in their entirety and cannot be revised pursuant
to Section 6 (Severability) to make them enforceable, then such provisions shall
give way to the most restrictive provision in any other such agreement which
covers the same issues and which is enforceable. There are no agreements,
representations or warranties relating to the subject matter of this Agreement
which are not set forth in this Agreement and the prior non-compete and
non-disclosure agreements (if any) signed by Employee.
8. NON-EMPLOYMENT AGREEMENT.
This agreement is not an employment contract and does not give
Employee any right to continued employment.
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9. GOVERNING LAW/CONSENT TO PERSONAL JURISDICTION.
This agreement will be construed and enforced in accordance
with the laws of the State of Minnesota. Employee hereby consents to the
exercise of personal jurisdictions over him by the courts of the State of
Minnesota.
Dated: July 22, 1998 THE CHROMALINE CORPORATION
By /s/ Xxxxxxx Xxxxxx
-----------------------------
Its Chairman
Dated: July 22, 1998 /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Employee
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