Employment Agreement Relating to Confidential Business Information, Trade Secrets and Noncompetition - Insurance Services Inc. and Nooruddin S. Karsan
EMPLOYMENT AGREEMENT RELATING TO
CONFIDENTIAL BUSINESS INFORMATION, TRADE
SECRETS AND NONCOMPETITION
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THIS AGREEMENT is made and entered into this 3rd day of September,
1991, by and between INSURANCE SERVICES, INC., including business entities
owned, controlled, operated, or otherwise affiliated with, related to, a
fictitious entity of, or a subsidiary of said corporation (hereinafter
collectively referred to as the "Company") and NOORUDDIN S. KARSAN (hereinafter
referred to as the "Employee").
RECITALS
WHEREAS, Company is in the business of recruiting and finding
employment for personnel in the insurance industry and other industries,
professions and businesses;
WHEREAS, Company currently has two Shareholders/Principals, those
being Barry Raymond and Nooruddin S. Karsan;
WHEREAS, in connection with Employee's duties Employee has access to
and/or is provided with and prepares and creates confidential and proprietary
business information and trade secrets belonging to Company, including but not
limited to business methods, client and customer information, client and
customer lists, and prospective client and customer lists and information; and
WHEREAS, each Shareholder/Principal has required assurance by the
other that Company's confidential and proprietary business information and trade
secrets will be fully protected as hereinafter provided and that both during and
after employment Employee will not compete against Company except as hereinafter
permitted, and in consideration of said assurance being obtained each from the
other on behalf of Company.
NOW, THEREFORE, in consideration of the mutual promises and covenants
provided, and intending to be legally bound hereby, Company and Employee hereby
covenant, promise and agree as follows:
<PAGE>
PROVISIONS
1. Acknowledgments of Employee. Employee acknowledges that in
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consideration of this Agreement each Shareholder/Principal will execute this
Agreement. Employee further acknowledges that, in the event of any violation of
this Agreement by Employee, monetary damages alone will be inadequate to
compensate Company and Company shall be entitled to injunctive relief against
Employee in addition to any other remedies provided by law or in equity.
2. Confidential Business Information and Trade Secrets.
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a. Employee recognizes and acknowledges that during the term of
employment with Company, Employee will have access to, learn, be provided with
and, in some cases, will prepare and create certain confidential and proprietary
business information and trade secrets of Company, including but not limited to
business methods, client and customer information, client and customer lists,
and prospective client and customer lists and information, all of which are of
substantial value to Company in its business.
b. Employee understands and agrees that if, during the term of
employment or at any time thereafter, Employee discloses to third parties, uses
for Employee's own benefit or for the benefit of third parties, or copies or
makes notes of any of the aforementioned confidential and proprietary
information and trade secrets except as may be required by Employee's duties
with Company, such conduct shall constitute a breach of the confidence and trust
bestowed upon Employee by Company, and Employee expressly agrees that injunctive
relief, in addition to any other remedies provided by law or in equity, shall be
necessary and appropriate in the event of such conduct by Employee.
c. Employee agrees not to use or cause to be used for Employee's
own benefit or for the benefit of any third parties or to disclose to any third
party in any manner, directly or indirectly, any information of a confidential
or proprietary nature, trade secrets or any other knowledge or information,
except that which is public knowledge, of or relating to the business of Company
at any time during or after Employee's term of employment with Company without
the express prior written consent of Company.
d. Employee agrees to return to Company, either before or
immediately upon the termination of Employee's employment with Company, any and
all written information, materials or equipment which constitutes, contains or
relates in any way to proprietary or confidential information or trade secrets
of Company and any other documents, equipment and materials of any kind relating
in any way to the business of Company which are or may be in the possession,
custody and control of Employee and which are or may be the property of
<PAGE>
Company, whether confidential or not, including any and all copies thereof which
may have been by or for Employee.
e. Employee agrees that, during the term of employment
with Company and thereafter, and except as may be required in the performance of
Employee's duties with Company, Employee will not utilize for Employee's own
benefit or that of any third party Employee's knowledge of or any information
concerning the internal organization or business structure of Company or the
work assignments or capabilities of any officer and/or employee of Company
without the express prior written consent of Company.
3. Noncompetition. Employee agrees that:
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a. During Employee's term of employment with Company,
Employee will not compete in any way with Company, directly or indirectly, and
will not consult with or have any interest in any business, firm, person,
partnership, corporation or other entity, whether as employee, officer,
director, shareholder, agent, security holder, creditor, consultant or
otherwise, which engages in the performance of or provides the same or similar
services as provided by Company to any individual or entity or which competes
with Company, directly or indirectly, in any aspect of the business or Company.
b. For a period of eighteen (18) months after Employee is
no longer employed by Company, Employee, without the express prior written
consent of Company, will not compete in any way with Company, directly or
indirectly, and will not consult with, accept employment with, or have any
interest in any business, firm, person, partnership, corporation or other
entity, whether alone or as employee, officer, director, shareholder, agent,
security holder, creditor, consultant or otherwise, which engages in the
performance of or provides the same or similar services as provided by Company
to any individual or entity or which competes with Company, directly or
indirectly, in any aspect of the business of Company at any location within one
hundred (100) miles of Company's places of business which existed, were begun,
or were contemplated or planned during Employee's employment with Company.
c. For a period of two (2) years after Employee is no
longer employed by Company, Employee will not compete in any way with Company,
directly or indirectly, and will not, without the express prior written consent
of Company, directly or indirectly, whether alone or as an employee, officer,
director, shareholder, agent, security holder, creditor, consultant, partner, or
otherwise, solicit, induce, divert, take away, do business with or render
services to any client or customer of Company or a prospective client or
customer of Company with whom Company dealt, contacted or solicited within two
(2) years preceding Employee's termination of employment with Company.
d. For a period of two (2) years after Employee is no
longer employed by Company, Employee will not compete in any way with Company,
directly or indirectly, and will not,
<PAGE>
without the express prior written consent of Company, directly or indirectly,
whether alone or as an employee, officer, director, shareholder, agent, security
holder, creditor, consultant, partner, or otherwise, solicit, induce, divert,
take away, do business with or render services to any client or customer of
Company or a prospective client or customer of Company with whom Employee dealt,
contacted or solicited on behalf of Company within three (3) years preceding
Employee's termination of employment with Company.
4. Representations of Employee. Employee hereby represents that
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Employee has read and fully understands Employee's duties and obligations as set
forth herein and that such duties and obligations would not unduly restrict or
curtail Employee's legitimate efforts to earn a livelihood following any
termination of Employee's employment with Company.
5. Remedies. The parties hereto agree to the reasonableness of the
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restrictions, duties and obligations set forth above and acknowledge that each
party has obtained all professional advice that such party deems necessary for
full understanding of the consequences hereof and thereafter voluntarily
executed and entered into this Agreement. In the event of a breach of this
Agreement, Employee agrees that Company shall be entitled, in addition to any
other available remedies, to temporary and permanent injunctive relief without
the necessity of posting a bond. Notwithstanding the foregoing, if any court
shall determine such restrictions to be unreasonable, the parties agree to the
reformation of such restrictions by the court to limits that it finds to be
reasonable and that Employee will not assert that such restrictions should be
eliminated in their entirety by such court. In addition, in the event that
Employee breaches paragraph two and/or paragraph three of this Agreement
pertaining to Confidential Business Information, Trade Secrets and
Noncompetition, or violates or fails to fulfill and perform any terms or
conditions of said paragraphs, Employee agrees that Company shall be entitled to
liquidated damages in the amount of Twenty Thousand ($20,000.00) Dollars or
shall be entitled to its actual or real damages, as Company may elect at any
time. Employee further agrees to indemnify and hold harmless Company from all
damages and costs, including reasonable attorney's fees, relating to the
enforcement of this Agreement.
6. General.
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a. No failure on the part of any party to exercise and no delay
in exercising any right, power or remedy shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or remedy preclude any
other or further exercise thereof or of any other right, power or remedy.
<PAGE>
b. This agreement sets forth the entire understanding and agreement
of the parties with respect to the subject matter hereof, and supercedes all
prior agreements and representations, whether oral or written.
c. This agreement shall not be modified, supplemented or terminated
orally, but only by an agreement in writing signed by all of the parties hereto.
d. Any headings preceding the text of the several paragraphs and
sub-paragraphs hereof as inserted solely for convenience of reference and shall
not constitute a part of this agreement, nor shall they affect its meaning,
construction or effect.
e. If any terms or provisions of this agreement shall be invalid or
unenforceable, the remainder of this agreement shall not be affected thereby.
f. This agreement shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania, and Employee
hereby consents to exclusive jurisdiction and venue within the Commonwealth of
Pennsylvania, County of Chester or the United States District Court for the
Eastern District of Pennsylvania.
g. This Agreement shall be binding upon Employee and all of
Employee's heirs and legal representatives and shall be binding upon and inure
to the benefit of Company and its successors and assigns.
h. Any notices required or permitted pursuant to this Agreement
shall be sufficient if hand-delivered or if sent by Company by certified mail,
postage prepaid, to Employee's then-current residential address as shown in the
employment records of Company, and if sent by Employee by certified mail,
postage prepaid, to the offices of Company. All notices given hereunder shall be
deemed given on the day of hand-delivery or three (3) days after being sent by
certified mail. Either party may change their address and must give the other
party written notice of said change.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have duly executed this agreement as of the day and year first written
above.
INSURANCE SERVICES, INC.
BY: /s/ Barry Raymond /s/ Nooruddin Karsan
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BARRY RAYMOND NOORUDDIN S. KARSAN
WITNESS: /s/ [ILLEGIBLE]^^ WITNESS: /s/ [ILLEGIBLE]^^
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