CONFIDENTIALITY AGREEMENT, dated as of by and between Bright Sky Cleaning Group Inc./NPG Control Group Inc./Bright Sky Logistics Inc/National Star Services Illinois based companies and their affiliate and subsidiary entities (“The Companies”), and , an individual residing at (the “Recipient”).
WHEREAS, Recipient has acquired and shall acquire knowledge and expertise relating to mobile washing, access control, security, facility maintenance, janitorial, and manpower businesses which are of strategic importance to The Companies (the “Business”).
NOW THEREFORE, the parties hereto agree as follows:
1. Confidentiality. Recipient will keep strictly confidential and will not disclose to any other party nor make beneficial use of any or all of the Confidential Information (as defined below) that it may acquire in any manner whatsoever. “Confidential Information” means (a) all trade secrets relating to the business or operations of The Companies or any of its Affiliates, (b) all information which gives The Companies or any of its Affiliates a competitive business advantage or the opportunity to obtain such an advantage, and (c) any other information provided by The Companies (whether in writing, or in oral, graphic, electronic or any other form) that is marked as (or provided under circumstances reasonably indicating it is) confidential or proprietary. Recipient will refrain from using any of the Confidential Information except as specified in this Agreement, and will deliver promptly to The Companies or destroy, at the request and option of The Companies, all tangible embodiments (and all copies) of the Confidential Information which are in Recipient’s possession or under Recipient’s control.
2. Limitations on Unfair Competition and Agreement Not to Solicit Customers. Recipient agrees that employment with company has given Recipient access to information and customers Recipient would not have had but for Recipient’s employment with The Companies and in order to refrain from any unfair competition, Recipient agrees for a period commencing on the date of this Agreement and ending eighteen (18) months after the termination of the Recipient’s employment by The Companies (the Non-Compete Period) (without regard to the reason for the termination and whether the termination is occasioned by The Companies or the Recipient) will not, directly or indirectly through another individual or company, (a) engage in the Business or become associated with any entity engaging in the Business during the Non-Compete Period, whether directly or indirectly anywhere within fifty miles of where The Companies or any of its Affiliates do business or compete for business; (b) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by The Companies; or (c) solicit any of The Companies customers. Neither shall the recipient do anything intended to interfere with or which has the affect of interfering with, any relationship between The Companies and any of its current or potential customers.
3. Severability. Recipient acknowledges and agrees that the covenants set forth above are reasonable and valid in geographical and temporal scope and in all other respects.
4. Remedies. Recipient acknowledges that the remedy at law of The Companies for breach of the covenants herein will be inadequate and that, in addition to any other remedy The Companies may have, it will be entitled to an injunction restraining any breach or threatened breach, without bond or other security being required. Recipient further acknowledges and agrees that the covenants contained herein are necessary for protection of The Companies and their affiliates’ legitimate business interests and are reasonable in scope.
7. Governing Law. The governing law of this Agreement shall be that of the State of Illinois, U.S.A.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above.
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Document Name: Confidentiality Agreement
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