Exhibit 10.17
[Form of]
Non-Competition and
Confidentiality Agreement
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Employee's Name
In consideration and as part of the terms of my employment by Radio
Unica Corp. (together with any subsidiary, the "Employer"), the trust and
confidence reposed in me by Employer with respect thereto, the payment of
compensation to me therefor, and other good and valuable consideration, receipt
and sufficiency of which is hereby acknowledged, I agree as follows:
1. Until the later to occur of (a) five years from the date hereof and
(b) two years after termination of my employment, if I am terminated for cause
or voluntarily resign (it being understood that this paragraph I shall not apply
in the event I am terminated without cause), neither I nor any entity or
corporation in which I may be interested as an individual proprietor, partner,
trustee, director, officer, shareholder, option holder, employee, consultant,
salesman, lender of money or
guarantor, shall be engaged directly or indirectly in any business directly
competitive to that of Employer or any of its subsidiaries, provided, however,
that the foregoing shall not be deemed to prevent me from investing in
securities if such class of securities in which the investment is so made is
listed on a national securities exchange or is a company the stock of which is
registered under Sections 12 (g) or 15 (d) of the Securities Exchange Act of
1934, so long as such investment holdings do not, in the aggregate, constitute
more than 1% of the voting stock of any company's securities. For the purpose of
this Section, a business shall be deemed directly competitive if it is conducted
in whole or in part anywhere in the United States and if it involves research on
or development, production, marketing or selling of any product, process or
service which resembles or competes with a product, process or service upon or
with which Employer has an interest or which I have worked during my employment,
including any matters relating to Spanish language radio stations.
2. I acknowledge that my training, experience and technical skills are
of such breadth that they can be employed to advantage in other fields and
consequently the foregoing obligation will not unreasonably impair my ability to
engage in business activity after the termination of my present employment.
3. I shall not, during the period of two years after termination of my
employment, if I am terminated for cause or voluntarily resign, hire or offer to
hire or
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entice away or in any other manner persuade or attempt to persuade, either in my
individual capacity or as agent for another, any of Employer's officers,
employees, affiliates or agents to discontinue their relationship with Employer
nor divert or attempt to divert from Employer any business whatsoever by
influencing or attempting to influence any customer, affiliate or supplier of
Employer.
4. Except as required in the performance of my duties to Employer, I
will not at any time during or after my employment, directly or indirectly
divulge, furnish, use, publish or make accessible to others any confidential
information. I hereby agree that any records of confidential information
prepared by me or which come into my possession during my employment are and
remain the property of Employer, and if and when my employment shall terminate
for any reason, that all such records and all copies thereof shall be either
left with or returned to Employer. As used herein, the term "confidential
information" shall mean information disclosed to me or known, learned, created
or observed by me as a consequence of or through my employment by Employer, not
generally known in the relevant trade or industry, about Employer's business
activities, products, processes and services, including but not limited to
information concerning purchasing, finances, accounting, engineering, methods,
processes, compositions, technology, formulas, electronic information processing
procedures (including computer software), trade secrets, research and
development programs, business plans, customer lists, potential client lists,
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marketing, affiliations, sales and inventions. The term "confidential
information" shall also include within its meaning all tangible property in
which Employer has or shall obtain any right, title or interest and which
contains or could be used to obtain any confidential information as described in
the preceding sentence.
5. This Agreement shall inure to the benefit of and may be enforced by
the Employer and its successors and assigns and shall be binding upon me, and
except for paragraph 1 hereof, my heirs, assigns and legal representatives.
6. This Agreement is divisible and separable so that, if any provision
or provisions hereof shall be held to be invalid, such holding shall not impair
the remaining provisions hereof.
7. I have not entered and will not enter into any agreement
inconsistent herewith. I agree that any breach of this Agreement by me would not
be susceptible to adequate relief by way of damages alone and that, in the event
of such breach, Employer would be entitled to specific performance or injunctive
or other appropriate equitable relief.
8. Notwithstanding anything to the contrary herein, I may spend up to
five percent (5%) of my working time working for Altenis, a Delaware general
partnership, on a tennis tournament in Latin America.
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Dated: Aug. 13, 1997 Signature
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Home Address
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City State
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