EXHIBIT 10.12
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is made between Pac-West Telecomm,
Inc. ("Company") and Xxxx X. XxXxx ("Employee").
1. Confidential Information
Pac-West Telecomm will disclose certain confidential and proprietary
information ("Confidential Information") to Employee. Confidential
Information shall include any data, materials, products, technology,
computer programs, specifications, manuals, software, marketing plans,
business plans, financial information, customer lists, customer files,
promotional materials, employee information, and other information
disclosed or submitted, orally, in writing, or by any other media, to
Employee by Company. In addition, any analyses, compilations, studies,
data, information, documents or materials (collectively called "Work
Product") prepared by Employee for or on behalf of the Company shall be
deemed to be proprietary and Confidential Information.
2. Employee's Obligations:
A. Employee agrees that the Confidential Information is to be considered
confidential and proprietary to Company, and Employee shall hold the
same in confidence, shall not use the confidential Information other
than for the purposes of his business with the Company, and shall
disclose it only to its officers, directors, employees, customers,
suppliers, or other outside parties with a specific need to know for
purposes of Pac-West business operations and as required for Employee
to perform his assigned responsibilities. With the exception of the
aforementioned, Employee will not disclose, publish or otherwise
reveal any of the Confidential Information received from Company to
any party whatsoever except with the specific prior written
authorization of the Chief Executive Officer of the Company.
B. Confidential Information furnished in tangible form shall not be
duplicated by Employee except for purposes of this Agreement. Upon the
request of Company, Employee shall return all Confidential
Information, including all Work Product, received or produced in
written or tangible form, including copies, or reproductions or other
media containing such confidential Information.
3. Terms:
The obligations of Employee herein shall be effective for the longer of
three years from the Effective Date of Employee's employment agreement with
the Company (as defined therein) or the actual duration of Employee's
employment if such employment extends beyond three years from the Effective
Date.
4. Governing Law and Equitable Relief:
This Agreement shall be governed and construed in accordance with the laws
of the State of California. Jurisdiction and venue in any action to enforce
the terms of this agreement and the obligations created hereunder shall be
deemed to have been made in and to be fully performed in San Xxxxxxx
County, California. Employee agrees that in the event of any breach or
threatened breach by Employee, Company may obtain, in addition to any other
legal remedies which may be available, restraining orders and such
equitable relief as may be necessary to protect Company against any such
breach or threatened breach.
5. Separations:
All Confidential Information furnished to Employee will be returned to
Company upon separation from the Company.
6. Entire Agreement:
This Agreement may not be modified except by written agreement signed by
both parties.
Employee
By: /s/ Xxxx X. XxXxx Date: 9/16/98
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Social Security # ###-##-####
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Pac-West Telecomm, Inc.
By: /s/ X. X. Xxxxxxx Date: 9/16/98
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Title: President
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