EXHIBIT 10.3
CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT
This is an Agreement entered into this ____ day of ________________,
2008, by and between GLOBAL RESOURCE CORPORATION, a Nevada corporation
("Global"), and ____________________________ (the "Director").
BACKGROUND
The Director and Global have agreed to preserve the confidentiality of
the non-public information of Global in the operation of its petroleum research,
engineering and development business (the "Business") and to bind the Director
to preserve such information. The Director acknowledges that as a result of and
while the Director is a member of the Board of Directors of Global (the
"Board"), the Director has and will have access to information concerning the
business practices and processes of Global, as well as various affiliates,
subsidiaries, stockholders, and partners of Global (all of which companies,
together with any entity owned at least 5% by Global or any of its stockholders
being hereafter collectively referred to as the "Corporation"), and the
Corporation's clients, as well as other proprietary business information, and
that such access poses a severe and irreparable risk of harm to the interests of
the Corporation, should this information be improperly disclosed or utilized.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. CONFIDENTIAL INFORMATION. The Director shall not during or after the
Director's term of office as a member of the Board, except with the express
prior written consent of the Corporation, directly or indirectly, communicate,
disclose or divulge to any person or entity, or use for his own benefit or the
benefit of any person or entity:
a. any knowledge or information which he may have obtained, heretofore
or hereafter, concerning the content and details of the Business, including, but
not limited to, (i) financial records and marketing data, (ii) names of
customers or other employees of the Corporation, (iii) names of the companies or
persons for whom the Corporation performs or has proposed to perform services or
produces or has proposed to produce products, the nature of the Corporation's
relationship with such persons, or any other information relating to such
persons, (iv) business methods, systems, or practices used by the Corporation,
(v) the nature, construction, plans, specifications, drawings, or blueprints of
the Corporation's products, including intangible impressions, such as computer
files, images, or programs, (vi) ideas, inventions, practices, processes,
methods or algorithms developed by the Corporation, or conceived by any employee
of the Corporation, (vii) the nature, quality or pattern of services offered by
the Corporation, or planned or projected to be offered by the Corporation,
(viii) any other information concerning contracts, policies, marketing,
production, service and management theories of the Corporation, (ix) research
information acquired or developed by the Corporation, and (x) any other
protectable trade secret of the Corporation; or
b. any knowledge or information which he may have obtained, heretofore
or hereafter, concerning the content and details of the business of any client
or customer of the Corporation (the "Client"), including, but not limited to,
(i) financial records, marketing strategy and data, business plans and
projections, (ii) names of employees, agents and contractors of the Client,
(iii) names of the companies or persons for whom the Client performs or has
proposed to perform services or produces or has proposed to produce products,
the nature of the Client's relationship with such persons, or any other
information relating to such persons, (iv) business methods, systems, or
practices used by the Client, (v) the nature, construction, plans,
specifications, drawings, or blueprints of the Corporation's products, including
intangible impressions, such as computer files, images, or programs, (vi) ideas,
inventions, practices, processes, methods or algorithms developed by the Client,
(vii) the nature, quality or pattern of services offered by the Client, or
planned or projected to be offered by the Corporation, (viii) any other
information concerning contracts, policies, marketing, production, service and
management theories of the Client, (ix) research information acquired or
developed by or on behalf of the Client, (x) any information which the
Corporation has agreed with (or for the benefit of) the Client shall be treated
as confidential information, and (x) any other protectable trade secret of the
Client.
c. Upon termination of his or her term of office as a member of the
Board, the Director agrees to deliver promptly to the Corporation all such
confidential information, whether relating to the Corporation or to a Client,
and to refrain from using or reproducing such information.
2. NON-SOLICITATION. For so long as he or she is member of the Board, and for a
period of two (2) years thereafter, the Director shall not (other than on behalf
of the Corporation):
a. initiate contact, directly or indirectly, with any person, or the
officer, partner, shareholder, employee or agent of any person, (i) for whom the
Corporation has performed services, (ii) who has referred business to the
Corporation, or (iii) with whom the Corporation has had any business or
contractual relationship at any time during the Director's term of office as a
member of the Board, in an attempt to induce or motivate any such person to
discontinue or reduce the extent of the person's current business relationship
with the Corporation; or
b. directly or indirectly perform services for, or enter into any
business or contractual relationship with, or act as an officer, director,
shareholder, partner, member, manager, consultant, employee, or independent
contractor of any entity that performs services for, or enters into a business,
or contractual relationship with, any person, or the officer, partner,
shareholder, employee or agent of any person, (i) for whom the Corporation has
performed services, (ii) who has referred business to the Corporation, or (iii)
with whom the Corporation has had any business or contractual relationship at
any time during the Director's term of office as a member of the Board; or
c. initiate contact, directly or indirectly, with any employee, agent
or contractor of the Corporation (whether employed or independent), or with any
person who was employed or otherwise engaged as agent or contractor for the
Corporation at any time within one year prior to the date of such contact, in an
attempt to employ or seek to employ any such person or to induce or motivate
such person to discontinue such employment, agency or contract with the
Corporation; or
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d. directly or indirectly employ, or engage as an agent or contractor,
or act as an officer, director, shareholder, partner, member, manager,
consultant, employee, or independent contractor of an entity which employs, or
engages as an agent or contractor, any person who was employed or otherwise
engaged as an agent or contractor for the Corporation at any time within one
year prior to the commencement date of such employment or engagement.
3. REMEDIES. The Director acknowledges that a breach of this Agreement will
cause great and irreparable injury and damage to the interests of the
Corporation, which cannot be reasonably or adequately compensated by money
damages. Accordingly, the Director acknowledges that the remedies of injunction
and specific performance shall be available in the event of such a breach, in
addition to money damages or other legal or equitable remedies. Any period of
restriction set forth in this Agreement shall be extended for a period of time
equal to the duration of any breach or violation hereof.
4. NOTIFICATION. Any person employing or engaging in business with the Director
or evidencing any intention to employ or engage in business with the Director
may be notified as to the existence and provisions of this Agreement.
5. MODIFICATION OF COVENANTS; ENFORCEABILITY. In the event that any provision
of this Agreement is held to be in any respect an unreasonable restriction, then
the court so holding may modify the terms thereof or effect any other change to
the extent necessary to render this Agreement enforceable, it being acknowledged
by the parties that the representations and covenants set forth herein are of
the essence of this Agreement.
6. NO EMPLOYMENT AGREEMENT. The Director acknowledges and agrees that he or she
is not an employee of the Corporation and that this Confidentiality and
Non-Solicitation Agreement does not provide any employment rights whatsoever to
the Director.
7. MISCELLANEOUS.
a. AMENDMENTS; WAIVERS. No amendment, modification, or waiver of any
provision of this Agreement shall be binding unless in writing and signed by the
party against whom the operation of such amendment, modification, or waiver is
sought to be enforced. No delay in the exercise of any right shall be deemed a
waiver thereof, nor shall the waiver of a right or remedy in a particular
instance constitute a waiver of such right or remedy generally.
b. NOTICES. Any notice or document required or permitted to be given
under this Agreement must be in writing and shall be deemed to be given on the
date such notice is (i) deposited in the United States mail, postage prepaid,
certified mail, return receipt requested, (ii) deposited with a commercial
overnight delivery service, or (iii) transmitted by facsimile, to the principal
residence or business address of the Corporation and the Director, or such other
address or addresses as the parties may designate from time to time by notice
satisfactory under this section.
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c. GOVERNING LAW. This Agreement shall be governed by the internal laws
of the State of New Jersey without giving effect to the principles of conflicts
of laws.
d. SIGNATURE BY FACSIMILE. An original signature transmitted by
facsimile shall be deemed to be original for purposes of this Agreement.
e. PAYMENT OF FEES. If a party shall breach this Agreement, the other
party shall be entitled to recover, in addition to other damages, reasonable
attorney's fees incurred in the enforcement of this Agreement.
f. BINDING EFFECT. This Agreement shall inure to the benefit of the
respective heirs, legal representatives and permitted assigns of each party, and
shall be binding upon the heirs, legal representatives, successors and assigns
of each party.
g. TITLES AND CAPTIONS. All article, section and paragraph titles and
captions contained in this Agreement are for convenience only and are not deemed
a part of the text hereof.
h. PRONOUNS AND PLURALS. All pronouns and any variations thereof are
deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.
i. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings.
j. SEVERABILITY. If any provision of this Agreement shall be determined
to be invalid or unenforceable, the remaining provisions shall not thereby be
rendered invalid or unenforceable, provided that the remaining provisions, taken
together, provide each party with substantially all of the benefits such party
reasonably expected hereunder.
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IN WITNESS WHEREOF, we have on the day first stated above set our hand.
GLOBAL RESOURCE CORPORATION
By:
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Xxxxxxx X. Xxxxxxx, Chief Financial Officer
DIRECTOR:
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[INSERT NAME]
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