Re: Terms & Conditions
Sales Division Staff Proposed Work Agreement
ARTICLE (1) EMPLOYMENT POLICY:
ARTICLE (2) REMUNERATION:
ARTICLE (3) EXPENSES:
ARTICLE (4) CONDITIONS OF WORK:
The Second Party shall devote his best efforts to the service of the First Party and will diligently perform the duties of Sales Representative, or other such duties as the First Party may, from time to time assign to him and shall endeavor to the utmost of his ability to promote the interests of the First Party and protect from any offence, damage, loss or neglect.
The Second Party shall adhere to and carry out diligently all instructions issued to him by the management of the First Party and shall abide by work schedules as established by the management of the First Party.
The Second Party undertakes to use the First party¡¯s property entrusted to him with good care and any loss or damage thereto due to abuse, carelessness or neglect shall be charged to the Second Party.
It is understood that the benefit of any invention devised by the Second Party during the course of employment will be the property of the First Party at no cost.
Within the terms of this Contract of Employment, it is intended that all previous obligations governed by the Uniform Trade Secrets Act, as such obligations relate to previous employment, shall not be violated. Also, it is intended that there shall be no disclosure to any person or entity of any of your previous employers¡¯ trade secrets or confidential and/or proprietary information. The XXXXXXX Company also expects any individual to whom it has extended an offer of employment to respect any trade secrets or confidential information of any of this individuals former employers, business associates or other third party. It is also intended that any and all improvements, ideas, designs, modifications, concepts, formulations, trade secrets, discoveries, inventions, patents, copyrights, trademarks and other intangible rights, which may be referred to as Intellectual Property, shall be the sole property of the previous employer. There shall not be any disclosure of confidential or proprietary information acquired from any previous employer, to any employer of The XXXXXXX Company. This restriction on the disclosure of any and all types of confidential and/or proprietary information shall remain in effect for at least two (2) years after commencement of employment with The XXXXXXX Company and/or any company or business entity owned by or affiliated with The XXXXXXX Company. Trade secrets of previous employers may never be disclosed or utilized.
Within the terms of this Contract of Employment, it is understood by the parties that you fully understand and accept the provisions of The XXXXXXX Company¡¯s policy relating to the nondisclosure of proprietary technical data, confidential information, trade or business secrets, and The XXXXXXX Company¡¯s policy regarding non competition.
It is expected of every individual who receives an Offer of Employment from The XXXXXXX Company that when accepted, this individual will accept the responsibility of maintaining the secrecy of The XXXXXXX Company¡¯s proprietary technical data. Proprietary technical data includes engineering drawings, standards, tests, and handbook material. All manufacturing procedures, processes, routing, tooling, etc., are also included. Proprietary technical data does not include any trade secret as that term is understood under applicable law, which prohibits or limits disclosure of trade secrets. Proprietary technical data shall not be disclosed outside The XXXXXXX Company without the written approval of an Officer of the Company.
An individual who has been extended an Offer of Employment will not, directly or indirectly, throughout the term of their employment or within a two year period following the date of termination, (regardless of the reason for such termination), use any of this proprietary technical data for their own purposes or the purposes of others, or divulge, disclose or disclose in part any of this proprietary technical data to any person, firm, or organization, except on behalf of The XXXXXXX Company, unless expressly authorized in writing to do so by The XXXXXXX Company.
Every individual who has accepted employment with The XXXXXXX Company has the responsibility of maintaining the secrecy of the Company¡¯s confidential information. Confidential information includes service reports, inspection reports, methods of doing business, customer list sales data, and any other type of information which is received by an employee of the Company on a need to know basis. All formats used for internal transmission of data and information are also included. Confidential information does not include any trade secret as that term is understood under applicable law which prohibits or limits disclosure of trade secrets. Confidential information shall not be disclosed outside of The XXXXXXX Company without the written approval of an Officer of the Company.
An individual who has been extended an Offer of Employment will not, directly or indirectly, throughout the term of their employment or within a two year period following the date of termination, (regardless of the reason for such termination), use any of this confidential information for their own purposes or the purposes of others, or divulge, disclose or disclose in part any of this proprietary technical data to any person, firm, or organization, except on behalf of The XXXXXXX Company, unless expressly authorized in writing to do so by The XXXXXXX Company.
Also, if you accept an offer of employment with The XXXXXXX Company, you agree that you will not within a two (2) year period following the date of termination, (regardless of the reason for such termination), directly or indirectly or on your own behalf or on the behalf of any other person, firm, or corporation, as employee, agent, representative, principal, or otherwise, solicit orders from any person, firm, or corporation which:-
1. You directly solicited during the two (2) year period immediately prior to termination of your employment.
2. Either made purchases from, engaged in doing business with, or were engaged in a business contract with The XXXXXXX Company during the two (2) year period immediately prior to termination of your employment, for the sale of components and systems similar and competitive to XXXXXX, XXXXXX and XXXXX drives and control systems manufactured and marketed by you on behalf of The XXXXXXX Company at any time during the period of your employment.
Immediately upon termination of your employment with The XXXXXXX Company, you will return to The XXXXXXX Company all information, documents, catalogues and/or other writings which contain or include any proprietary technical data, trade secrets, or any confidential information.
If any one or more of the provisions of this noncompetition statement is held invalid, illegal, or enforceable in any respect, the other provisions shall remain in full force and effect. Any provision deemed invalid, illegal or unenforceable because the scope is considered excessive, shall be modified, but only to the minimum extent necessary to render the provision valid, legal and enforceable.
It is acknowledged, that in accepting this Offer of Employment you have received good and valuable consideration in exchange for agreeing to this noncompetition statement which is incorporated in the terms of the Offer of Employment.
ARTICLE (5) TERMINATION OF SERVICE:
It shall be noted that this Offer of Employment, when accepted by Mr.BK, is not meant to construe in any manner or in any form a guarantee of continued employment,: and that employment shall be terminated upon the earliest to occur of the following:-
1. The death of XXXXX
2. Not performing the job according to the expectations of the management, including dispensing or distribution of, the use of, or being under the influence of any controlled substance, while on Company property. The Company does have a policy for random testing.
3. Failure to maintain an acceptable motor vehicle operators record, subsequent to the data of employment (provided our Offer of Employment is accepted). NOTE! Any moving vehicle violation would be considered unacceptable as well as any citation received for motor vehicle operation under the influence of controlled substances. Such violation would be subject to disciplinary action, including termination of employment.
4. Said employment shall be subject to termination, at any time, upon three months notice on either side by certified mail, addressed to the other party. If this agreement is terminated, by either party XXXXXXX shall only be liable for payment of salary earned as a result of work actually performed prior to the effective date of termination. The three month notice shall be measured from the date the material is posted. NOTE! All funds advanced at time of employment, including expense account advance, if any, and if applicable are due and payable to The Company at the time of termination.
This Offer of Employment constitutes the entire understanding between parties with respect to the Offer of Employment, superseding all negotiations, prior discussions and prior verbal agreements and shall be governed, construed and enforced in accordance with the laws of the state of Wisconsin, USA. It is understood that this Offer of Employment covers the position of Sales Representative for The XXXXXXX Company, with the individual being agreeable to relocation after such time that The XXXXXXX Company deems the person to be qualified to represent The XXXXXXX Company in the industrial marketplace. Also, it will include considerable within the assigned territory.
For and on behalf of XXXXXXX Acceptance of the Offer of Employment
