Proprietary Information
In connection with your employment or proposed employment with Pacnet Internet (Thailand) Limited. (the “Company”), (together with its affiliates, successor entities and assigns), (“PACNET”) you will have access to and may develop proprietary information, customer lists, technical specifications, business plans, financial statements, marketing and sales plans and other confidential operational information. In consideration of your continued and/or future employment by the Company and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree as follows:
1. Definition of Proprietary Information
“Proprietary Information” includes, but is not limited to, any information, know-how, financial information, marketing and sales information, employee information, management information, customer lists, potential customer lists, technical specifications, business plans, sales or programming matter, written materials, compositions, drawings, diagrams, photographs, works in progress, visual demonstrations, and other data, whether oral, written, graphic or in electronic form, pertaining to the Company or its affiliates. Proprietary Information does not include (i) information which is now or hereafter becomes publicly known or available through no act or failure on the part of yourself, (ii) information which is actually known to you at the time of the receipt of such Proprietary Information, (iii) information which is hereafter furnished to you by a third party, other than in the course of your employment, (iv) information which was independently developed or known by you prior to any contact with PACNET, without use or reference to Proprietary Information, and which does not otherwise contravene the terms of this Agreement, and (v) information which you choose to disclose relating to your salary and any other compensation or benefits received by you at PACNET.
2. Use of Proprietary Information
You shall use the Proprietary Information solely in connection with the duties assigned to you as an employee of the Company.
3. Non-Disclosure and Confidentiality of Proprietary Information
You shall at all times both during the continuance of your employment or after the termination of your employment keep in strictest confidence and prevent disclosure to any person, firm, corporation or other entity the Proprietary Information unless such disclosure is (a) approved in writing by an officer of PACNET, (b) necessary or appropriate as part of the business of the company and the receiving party has executed a non-disclosure agreement with PACNET, or (c) otherwise legally required to be disclosed pursuant to a court order.
You agree that money damages would not be a sufficient remedy for any breach of this Agreement and that PACNET would be irreparably harmed by any such disclosure. Accordingly, PACNET shall be entitled to specific performance and injunctive or equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for the breach for this Agreement.
4. Return of Proprietary Information
You agree that, immediately upon termination of your employment with the Company, you shall return to the Company all Proprietary Information and reproductions of Proprietary Information in your possession or control. Any Proprietary Information which you may have retained electronically in your possession or control shall be expunged or destroyed.
5. Non-Solicitation
You agree that during your employment with the Company and for two (2) years after termination or dismissal, you shall not either on your own account or in conjunction with or on behalf of any other person, solicit or entice away or encourage to solicit or entice away from the Company any employee of the Company or any of its affiliates (known to him through work).
6. Non-Competition; No Conflict
You agree that during your employment with the Company, you will not engage in, directly or indirectly, any employment, business, or activity that is or may be in any way competitive with the business or proposed business of PACNET. You further agree that you shall not enter into any agreement, either written or oral, which may conflict with the terms of this Agreement or the terms of your employment at the Company.
You are expected to avoid any agreement, business investment, or other activity that creates an actual or potential conflict of interest for you; i.e., any situation in which your actions or loyalties are divided between your personal interests and our interests or between our interests and those of another. If you are unsure whether a conflict exists, consult your supervisor and Human Resources immediately.
In particular, and without prejudice to the generality of the foregoing, you shall not:
(a) Own, operate, or be employed as an employee or consultant by any business that competes, directly or indirectly, with the Company or its affiliates.
(b) Have a direct or indirect financial relationship with a competitor, customer, or supplier (however, no conflict will exist in the case of ownership of less than 1 percent of the publicly traded stock of a corporation).
(c) Engage in any other employment or personal activity during work hours, or using PACNET’s property in other employment.
(d) Use PACNET name, logo, stationery, supplies, equipment, or other property for personal purposes.
(e) Solicit PACNET’s employees, suppliers, or customers to purchase goods or services of any kind for purposes not related to our business, or to make contributions to any organizations or in support of any causes, unless your supervisor has granted written approval in advance.
(f) Solicit or enter into any business or financial transaction with an employee whom you supervise, either directly or indirectly, unless your supervisor has granted written approval in advance of that transaction. This restriction applies to all such transactions, however small, including, but not limited to:
(1) Hiring a subordinate to perform personal services; and
(2) Soliciting a subordinate to participate in an investment of any kind with you.
Conflicts of interest may lead to disciplinary action, including summary dismissal.
7. Prior Agreements; Successors and Assigns; Severability; Attorney Fees
The terms of this Agreement supersede all prior agreements, whether written or oral, between the parties hereto, and shall constitute the entire agreement between you and the Company with respect to the matters described in this Agreement. The terms of this Agreement shall be binding on you during the term of your employment with the Company, its successors and/or assigns, and for two years thereafter. If any provision of this Agreement is deemed to be invalid or prohibited by law, that provision will be ineffective to the extent of the invalidity or prohibition, without invalidating the remainder of this Agreement. In the event of legal action relating to this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs.