Exhibit 10.16
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement "("Agreement") is made between Pac-West Telecomm,
Inc. ("Company" or "Pac-West") and Xxxxx Xxxxx ("Executive").
1. Confidential Information
Pac-West Telecomm will disclose certain confidential and proprietary
information ("Confidential Information") to Executive. 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
Executive by Company. In addition, any analyses, compilations, studies,
data, information, documents or materials (collectively called "Work
Product") prepared by Executive for or on behalf of the Company shall
be deemed to be proprietary and Confidential Information.
2. Executive's Obligations:
A. Executive agrees that the Confidential Information is to be
considered confidential and proprietary to Company, and
Executive shall hold the same in confidence, shall not use the
Confidential Information other than for the purposes of his
business with Company, and shall disclose it only to Company's
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 Executive to
perform his assigned responsibilities. With the exception of
the aforementioned, Executive 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 Company's chief executive
officer.
B. Confidential Information furnished in tangible form shall not
be duplicated by Executive except for purposes of this
Agreement. Upon the request of Company, Executive 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 Executive herein shall be effective during
Executive's employment and for three years after the date of separation
from the Company.
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. Executive agrees that in
the event of any breach or threatened breach by Executive, 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 Executive 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.
Executive
By: /s/ Xxxxx X. Xxxxx Date: September 14, 1998
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Social Security #: ###-##-####
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Pac-West Telecomm
By: /s/ Xxxxxxx X. Xxxxxxx Date: September 16, 1998
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Title: President and Chief
Executive Officer
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