TECHNICAL SERVICES CHEMIST AGREEMENT
THIS AGREEMENT is made and entered into as of ______________, 20____, between NCH CORPORATION PACIFIC (hereinafter called "Company") and (hereinafter called "Employee");
WHEREAS:
A. Company and its associated and affiliated companies (where the context so allows, hereinafter jointly referred to as Company) distribute and sell, in and throughout Asia, specialty maintenance chemicals and other specialty maintenance products for industry and institutions and equipment related to the use of such specialty products (all or any of which are hereinafter referred to as "maintenance specialties").
B. Company has established and developed methods and techniques for selling its products which methods are secret and confidential; Company has developed formulae, product know-how, and usages which are secret and confidential; and Company will train Employee in such methods, techniques, and know-how.
C. Employee desires employment or continued employment by Company. By virtue of such employment or continued employment Employee will learn and possess confidential information pertaining to Company's business. Such information (all or any part of which information is hereinafter called Company's Confidential Information) will include:
(1) Technical information, being information relating to compositions, formulae, processes, methods, manufactures, machines and inventions (and any improvements thereof).
(2) Commercial information, being information relating to the precise products offered for sale, the prices thereof, the profits thereon, the volume of sales thereof, and the number, names, and location of independent sales employees.
(3) Customer information, being information as to the names and addresses of customers of Company and of their representatives with whom Company has dealt and of the requirements for types of goods for which Company has solicited their orders.
(4) Marketing information, being information relating to the recruitment, selection and training of sales agents and other employees appropriate to maintenance specialties and the sales pricing and marketing strategies considered by Company to be suitable for meeting competition in the field of maintenance specialties.
D. Company will suffer great loss and damage if during Employee's appointment by Company, or at any time subsequent to the termination of such appointment, Employee should do any of the things which by Clauses 6 and 7 hereof he agrees not to do, or if he should fail to do anything which by these Clauses he agrees to do.
NOW THEREFORE, in consideration of the good and valuable consideration herein set forth, it is mutually agreed by and between the parties as follows:
1. Company employs or continues to employ Employee, subject to the conditions hereinafter set forth, as a Technical Services Chemist. Employee will render the services and perform the duties hereinafter outlined for Company at and out of its offices at and at such other places as Company will from time to time direct.
2. Employee accepts said employment or continued employment. Company will pay Employee the compensation provided in Annex A to this Agreement. The duties of Employee will be to provide advice and assistance on technical chemical matters to the sales and operations personnel of Company and to perform such other duties as are from time to time assigned to him by Company.
3. Employee will devote his entire working time and attention exclusively to the business and interests of Company and will not work for himself or for any other person.
4. Employee will at all times treat all documents and materials in his possession or under his control relating to the Confidential Information of Company in the strictest confidence.
5. Upon the termination of his employment with Company, for any cause whatsoever, Employee will immediately return to Company, at its principal office in and at the expense of Company, all documents and materials in his possession or control that contain Company's Confidential Information.
6. Employee will not at any time, either during his employment or after the termination thereof, for any reason whatsoever, disclose to others or use for his own benefit any of Company's Confidential Information.
7. As a part of and ancillary to this Agreement, Employee will not during the term of his employment and for a period of eighteen (18) months immediately following the expiration of his employment, for any reason or reasons, including termination by mutual agreement, directly or indirectly, by any means or device whatsoever, for himself or on behalf of or in conjunction with any person, partnership or corporation do any of the following:
(1) Sell, offer for sale, participate in or advise about a sale, or solicit the sale of products similar to Company's Products to any account which Employee sold, visited or otherwise solicited or learned of while an Employee of Company.
(2) Divert, take away or attempt to take away any account which Employee sold, visited or otherwise solicited or learned of while an employee of Company.
(3) Induce, entice, hire or attempt to hire any employee of Company.
If Employee violates one or more of the foregoing covenants, then the term of each such covenant violated will be automatically extended for a period of eighteen (18) months from the date on which Employee permanently ceases such violation or for a period of eighteen (18) months from the date of the entry by a court of competent jurisdiction of a final order or judgment enforcing the covenant, whichever date is later, but in no event to exceed twenty-four (24) months.
Each restrictive covenant hereinabove set forth is separate and distinct of every other restrictive covenant set forth, and in the event of the invalidity of any such covenant, the remaining obligations will be deemed independent and divisible.
8. Employee will promptly (1) reduce completely to writing all ideas which he has conceived or may conceive and all inventions or discoveries which he has made or acquired or may make or acquire relating to Company's business, whether during working hours or otherwise and whether alone or jointly with others, and (2) furnish it to Company. In furnishing such writing, Employee thereby transfers and assigns to Company all of his right, title and interest in and to the ideas, inventions or discoveries described therein. Employee will, during and after termination of this Agreement, assist in the preparation and execution of all applications, assignments or other instruments and do all other things which Company deems necessary in order to obtain or to maintain patents in Company's name or otherwise to protect Company's interests.
9. Employee may be dismissed by Company in accordance with the terms of Company's Rules of Employment. Any termination of employment will have no effect on the obligations and responsibilities imposed under the ancillary agreement and covenants set forth in paragraph 7. It is clearly understood by both parties that the post-agreement obligations will survive the termination of this Agreement.
10. This Agreement will be construed according to and governed by the laws of
11. This Agreement may be assigned by Company to any subsidiary affiliate, successor, or associated company of Company without notice to Employee.
12. This Agreement may be signed either after or at the same time that an Employment Agreement in letter form is signed by Company and Employee. In such a case, the two Agreements are complementary. In case of any conflict in the terms of the two Agreements, the terms of this Agreement will control.
IN WITNESS WHEREOF, the parties have signed this contract as of the day and year first above written.