EXHIBIT 10.8
EMPLOYMENT AGREEMENT
AGREEMENT made this 1st day of June, 1997, by and between International
Holding Company, a Pennsylvania Corporation trading as XXXXXXX XXXXXX ASSOCIATES
(the "Company"), and Xxxx X. Xxxxxxxx (the "Employee").
In consideration of my becoming a Principal/Shareholder in the Company, and
my becoming an employee of the Company, and as part of the terms and conditions
of my employment, I agree to the following:
1. Other Employment.
While I am employed by the Company, I will not engage in any other
business or employment without first obtaining the written consent of the
Company.
2. Confidential Information.
2.1. The Company engages in a highly competitive business. The
Company's successful operations and the conduct of its business require that
certain information be kept confidential. Because of my employment by the
Company, I will have access to the Company's confidential information.
2.2. While I am employed by the Company and after my employment by
the Company ends, I will not disclose to any person, company, government agency,
or other organization any confidential information. The types of confidential
Company information include, but are not limited to (i) client lists, prospect
call lists, and other confidential client data; (ii) fee lists, price lists,
vendor lists, computer printouts, accounts receivable reports, revenue reports
and similar financial information; (iii) proposals, contracts, leases, rental
agreements and marketing information; (iv) employee lists; and (v) such other
Company information designated as confidential, propriety and/or trade secret to
which I have or may gain access to during my employment or subsequently
thereafter. I understand that the Company may provide me with a revised list of
confidential information from time to time.
2.3. I will not use Company computers or other computers I have
access to in the course of my employment to obtain access to files or
information I do not have authorization to see or which I do not need to perform
my job functions. I will promptly terminate any inadvertent connection to
computer files I am not
authorized to access. I will not assist unauthorized persons to access computer
files. After my employment by the Company ends, I will not try to obtain access
to computers, computer programs or computer files of the Company or anyone else
by use of information I have obtained in the course of my employment with the
Company.
3. Surrender of Company Property, Materials and Information.
At the time my employment by the Company ends, I will return all
property and all copies of materials or information (in written or other form)
of the Company, including all property, materials and information prepared by me
in connection with my employment by the Company.
4. Intellectual Property Rights.
4.1. All inventions, discoveries and intellectual property which I
develop or conceive, either alone or in conjunction with others, while I am
employed by the Company, and which relate to or are capable of being used or
adapted for use in the business of the Company, are the property of the Company.
The intellectual property covered by this section includes, but is not limited
to: inventions, discoveries, designs, product developments, customer lists,
patent applications, literary work and copyrightable material, and any
improvement of the foregoing. I hereby assign to the Company all rights I may
have or acquired in any such inventions, discoveries and other intellectual
property.
4.2. I will promptly disclose to the Company my conception or
development of any such inventions, discoveries and other intellectual property.
4.3. I am not entitled to any royalty for any such inventions,
discoveries and other intellectual property.
4.4. I will sign any documents and take any actions the Company
reasonably requests so that the Company can apply for or obtain protection of
patents, registered designs, trademarks, copyrights or similar protection for
such inventions, discoveries and other intellectual property.
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5. Agreement Not to Compete.
For one year after my employment by the Company ends, for whatever
reason, I will not:
5.1. Own, manage, operate, become an employee of or associate with any
business, corporation or partnership which is engaged in the marketing or
production of products or services of the general kind which were marketed or
produced by the Company while I was employed by the Company.
5.2. Ask or encourage any person who is an employee of the Company at
the time my employment by the Company ends to become employed by any business
which I own, manage, operate, or become employed by or associated with,
5.3. Attempt to sell products or services of the general kind sold by
the Company to any person or entity in the geographical area in which I sold
products or services while I was employed by the Company, or
5.4. Attempt to sell products or services of the general kind sold by
the Company to any client of the Company to whom I sold or attempted to sell
products or services while I was employed by the Company.
6. Acknowledgement that Restrictions are Fair and Reasonable.
6.1. I acknowledge that I have carefully read and considered the above
provisions dealing with non-competition and agree that those restrictions,
including the time period of restriction, are fair and reasonable and are
reasonably required for the protection of the legitimate business interests of
the Company and its stockholders, and that any hardship these restraints may
impose upon me will be outweighed by the compensation and other benefits to be
received by me.
6.2. I recognize that these restrictions may limit my ability to earn
a living in a competitive business after my employment with the Company ceases.
However, I believe that I have the capacity to earn a living in businesses which
are not competitive businesses and without otherwise violating these
restrictions.
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6.3. I understand that these restrictions are not meant to prevent me
from earning a living or fostering my career. They do, however, intend to
prevent any competitive business from gaining any unfair advantage from my
knowledge of confidential or proprietary information.
7. Remedies for Violation of this Agreement.
7.1. This agreement is essential for the protection of the Company's
confidential information, customer and supplier relationships, goodwill and
competitive position. The Company will be seriously and irreparably damaged by
my violation of this agreement. I understand that the remedies at law for any
breach of this agreement will be inadequate. Consequently, if I violate this
agreement the Company shall be entitled to temporary and permanent injunctive
relief and specific performance, without bond and without the necessity of
proving actual damage, in addition to any other relief available to it.
7.2. If any provision of this agreement is ever deemed to exceed the
limitations permitted by applicable law, such provision shall be reformed to set
forth the maximum limitations permitted.
8. Amendment.
This agreement can be changed or amended only by a writing signed by
both me and the Company.
9. Applicable Law.
This agreement shall be construed and enforced in accordance with the
laws of the Commonwealth of Pennsylvania.
INTERNATIONAL HOLDING COMPANY, INC. XXXX X. XXXXXXXX
BY: BY:
/s/ Xxxxx Xxxxxxx /s/ Xxxx X. Xxxxxxxx
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XXXX X. XXXXXXXX
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