CONFIDENTIALITY AND NON-COMPETE AGREEMENT
EXHIBIT
10.15
In
consideration of my employment with Franklin Electric Co., Inc. (“Employer”) and
other good and valuable consideration, the receipt and sufficiency of which
consideration are hereby acknowledged, I agree on this ____ day of ____, in the
year _______ as follows:
CONFIDENTIALITY
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1. |
I
acknowledge that Employer has certain non-public confidential information,
including (a) technical information, such as drawings, specifications,
design tolerances, manufacturing methods and processes, as well as
research and development efforts, results and plans, and (b) client
information, such as client contact information, contract terms, client
listings, files, purchase history, needs and preferences; (c) financial
information, such as sales plans and forecasts, sales and earnings
figures, profitability information, and pricing; (d) corporate strategies,
new product, marketing and other strategic plans; and (e) personnel files
and information (“Confidential Information”). I understand that my
employment with Employer places me in a position of trust and confidence,
and in the course of my employment with Employer and because of the nature
of my responsibilities, I have received and will receive access to
Employer’s Confidential Information, which I recognize and agree is highly
sensitive and valuable, and is the exclusive property of
Employer. |
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2. |
During
my employment with Employer and thereafter, I will maintain all
Confidential Information that comes into my possession as confidential and
as the exclusive property of Employer, and such Confidential Information
shall not be disclosed by me nor used by me in any way, except as required
by my duties to, and for the benefit of, Employer. I will not remove any
Confidential Information from Employer’s premises except as my duties
shall require and as authorized by Employer.
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3. |
Upon
any termination of my employment, I will immediately turn over all of the
following to my supervisor, and I shall retain no copies thereof: all
documents and files (whether paper, digital, electronic or otherwise) that
were supplied to me by Employer, or that were obtained or created by me
pursuant to my duties for Employer, including all drawings, designs,
specifications, manuals, keys, computer equipment and software, computer
printouts and databases, and any other materials supplied to me by
Employer or purchased with Employer’s funds, and all copies (whether
copied onto paper, electronic, digital, tape, or other media)
thereof. |
COVENANT
NOT TO COMPETE, NOT TO HIRE EMPLOYEES, AND OTHER
COVENANTS
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4. |
A.
Activity Covenant: For a period of eighteen (18) months after I cease to
be employed by Employer for any reason, I will not directly or indirectly
engage in, or assist any other person or entity to engage in, any
Restricted Activity. “Restricted Activity” as used herein means: (i) the
design, development, manufacture, assembly, or distribution of electrical
submersible motors, electrical submersible motor controls and submersible
pumps that are sold, or are offered or intended for sale, within or to the
United States or the European Union in competition with those designed,
developed, manufactured, assembled, distributed or sold by Employer and
the (ii) solicitation, encouragement, or inducement (or assisting anyone
else to solicit, encourage, or induce) any agent, vendor, supplier or
independent contractor to terminate, reduce or curtail their business or
relationship with Employer. |
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B.
Customer-Based Restriction: For a period of eighteen (18) months after I
cease for any reason to be an employee of Employer, I will not, directly
or indirectly, solicit (or assist in the solicitation of) orders for
Competitive Products from, or provide any Competitive Product to, any
Customer or Potential Customer of Employer. “Customer” means only those
customers with whom Employer actually did business during the last year of
my employment, and “Potential Customer” shall mean any person or entity to
which Employer provided a proposal or bid during the last year of my
employment. |
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C.
Non-Compete Covenant: For a period of eighteen (18) months after I cease
to be employed by employer for any reason, I will not directly or
indirectly, within the United States or the European Union, become
employed by, work for, or otherwise provide services to, any Competitor in
any capacity that relates to the design, development, manufacture,
assembly, distribution or sale of Competitive Products. “Competitive
Products” means electrical submersible motors, electrical submersible
motor controls and submersible pumps. “Competitor” means any person or
entity that designs, develops, manufactures, assembles, distributes or
sells electrical submersible motors, electrical submersible motor controls
and/or submersible pumps in competition with Employer. |
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D.
Non-Hire Agreement: For a period of eighteen (18) months after I cease for
any reason to be an employee of Employer, I will not, directly or
indirectly, (a) hire, interview for employment, offer employment to, or
employ any Restricted Employee, or assist anyone else to do so, or (b)
solicit, advise, encourage or induce (or assist in the solicitation,
advising, encouragement or inducement of) any Restricted Employee to
terminate his or her employment with Employer or suggest that s/he do so.
“Restricted Employee” means any person who was employed by Employer within
the last three (3) months of my employment with Employer, and with whom I
had contact or for whom I had direct or indirect supervisory
responsibility during my employment with Employer.
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E.
Other covenants: At the time of giving my notice, I will also inform
Employer of the name of my new Employer. I recognize that the business of
Employer is global, with most of its sales and business activities being
concentrated in the United States and the European Union, and I recognize
that my duties for Employer relate to its business in (and its
Confidential Information relating to) both of those areas. The foregoing
restrictions will not unduly hamper my ability to make a living in my
field, and these restrictions are a fair and reasonable way to protect
Employer and its legitimate business interests.
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OTHER
AGREEMENTS
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5. |
In
addition to any damages awarded by any court and all other remedies
otherwise available at law or in equity, Employer shall be entitled to
injunctions, both preliminary and final, enjoining and restraining any
breach or threatened or intended breach of paragraphs 2, 3 and 4, and I
hereby consent to the issuance thereof without Employer being required to
post any bond. In the event that Employer shall successfully
enforce any part of this Agreement through legal proceedings, I agree to
pay to Employer all costs and attorneys’ fees reasonably incurred by it in
that endeavor. In the event that I am found to have breached any covenant
in this agreement, the time period provided for in that covenant shall be
deemed tolled (i.e., it will not run) for so long as I am in violation of
that covenant. |
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6. |
I
understand and agree that this Agreement is not a guarantee of continued
employment for any period. My employment is at will. This means I am free
to terminate my employment at any time, for any reason, and that Employer
retains the same rights. |
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7. |
This
Agreement shall be construed and applied under Indiana law. If any one or
more of the provisions contained in this Agreement shall, for any reason,
be held to be invalid or unenforceable in any respect, this Agreement
shall be construed as if such provision had never been contained herein,
and the remainder of this Agreement shall be enforceable and binding upon
the parties. If any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad (for
example as to temporal scope), it shall be construed and limited so as to
be compatible with the applicable law as it then shall
appear. |
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EMPLOYEE: |
EMPLOYER: |
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by |
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[printed
name] |
its
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date: |
date: |
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