RECITALS
WHEREAS, MaidPro has developed, is using, and is the owner of all rights in a unique system (the “MaidPro System”) for the development and operation of on-location residential and commercial cleaning and support services under the name and mark MaidPro; and
WHEREAS, the MaidPro System includes, but is not limited to, certain trade names, trademarks, service marks, trade dress, logos, symbols, proprietary marks, URLs, domain names, website addresses, email addresses, digital cellular addresses, wireless web addresses, and other indications of origin including, but not limited to, the mark MaidPro and such other trade names and trademarks as MaidPro may develop in the future for the purposes of identifying the MaidPro System, and such other distinguishing characteristics of the MaidPro System including, without limitation, trade secrets, customer information, inventions, discoveries, processes, formulae, records, computer programs or data, sales and customer development, management and financial systems, plans and policies, prospects and opportunities, inventory control, and training and assistance, all of which may be changed, improved and further developed by MaidPro from time to time (“Confidential Information”); and
WHEREAS, MaidPro’s Confidential Information provide economic advantages to MaidPro and is not generally known to nor readily ascertainable by proper means by MaidPro’s competitors who could obtain economic value from knowledge and use of MaidPro’s Confidential Information; and
WHEREAS, MaidPro has taken and intends to take all reasonable steps to maintain the confidentiality and secrecy of MaidPro’s Confidential Information and protect the MaidPro System against unfair competition; and
WHEREAS, MaidPro has granted Franchisee a limited right to operate the territory using the MaidPro System and MaidPro’s Confidential Information for the period defined in the franchise agreement made and entered into on 02/15/2005 (“Franchise Agreement”) between MaidPro and Franchisee; and
WHEREAS, MaidPro and Franchisee have agreed in the Franchise Agreement on the importance to MaidPro and to the Franchisee and other licensed users of the MaidPro System of restricting use, access, and dissemination of MaidPro’s Trade Secrets; and
WHEREAS, it will be necessary for managerial and supervisory employees of Franchisee to have access to and to use some or all of MaidPro’s Confidential Information in the development and maintenance of Franchisee’s business using the MaidPro System; and
WHEREAS, Franchisee has agreed to obtain from each and every management and supervisory employee written agreements protecting MaidPro’s Confidential Information and the MaidPro System against unfair competition; and
WHEREAS, Employee wishes to remain, or wishes to become, an employee of Franchisee; and
WHEREAS, Employee wishes and needs to receive and use MaidPro’s Confidential Information in the course of his employment in order to effectively perform his services for Franchisee;
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows:
1. MaidPro and/or Franchisee shall disclose to Employee some or all of MaidPro’s Confidential Information relating to the MaidPro System.
2. Employee shall receive MaidPro’s Confidential Information in confidence, maintain them in confidence, and use them only in the course of his employment by Franchisee and then only in connection with the development and/or maintenance by Franchisee in the use of the MaidPro System for so long as Franchisee is Licensed by MaidPro to use the MaidPro System.
3. Employee shall not at any time make copies of any documents or compilations containing some or all of MaidPro’s Confidential Information without the express written permission of MaidPro.
4. Employee shall not disclose or permit the disclosure of MaidPro’s Confidential Information except to other managerial and supervisory employees of Franchisee who have signed a Confidentiality and Non-Competition Agreement and only to the limited extent necessary to train or assist other employees of Franchisee in the use of the MaidPro System.
5. That all information and materials including, without limitation, specifications, systems, procedures, techniques, and compilations of data, which MaidPro shall designate as confidential shall be deemed MaidPro’s Confidential Information for the purposes of this Agreement.
6. Employee shall surrender the MaidPro Operations Manual and any other material containing some or all of MaidPro’s Confidential Information to Franchisee or to MaidPro, upon request, or upon termination of employment by Franchisee, or upon conclusion of the use for which the MaidPro Operations Manual or other information or material may have been furnished to Employee.
7. Employee shall not, directly or indirectly, do any act or omit to do any act, which would or would likely be injurious or prejudicial to the goodwill associated with the MaidPro System.
8. In order to protect the goodwill and unique qualities of the MaidPro System and the confidentiality and value of MaidPro’s Confidential Information, and in consideration for the disclosure to the Employee of MaidPro’s Confidential Information, Employee further undertakes and covenants that, during the time he is a employed by Franchisee, he will not:
(a) Directly or indirectly, for himself or through, on behalf of or in conjunction with any person, partnership, limited liability company, business entity, or corporation, engage in or acquire any financial or beneficial interest in (including interest in corporations, partnerships, limited liability companies, trusts, unincorporated associations or joint ventures), advise, help or make loans to any entity involved in business which is the same as or similar to that conducted by MaidPro including, but not limited to, any business which provides on-location residential and commercial cleaning and support services which business is, or is intended to be located, within the United States;
(b) Divert or attempt to divert, directly or indirectly, any business, business opportunity or customer of MaidPro, and/or any MaidPro System franchise owners, and/or Franchisee to any competitor; or
(c) Employ or seek to employ any person who is at the time employed by MaidPro or developer of MaidPro, and/or any MaidPro System franchise owners, and/or Franchisee or otherwise directly or indirectly induce such persons to leave his or her employment.
9. In further consideration for the disclosure to Employee of MaidPro’s Confidential Information and to protect the uniqueness of the MaidPro System, Employee agrees that within:
(a) Franchisee's Territory, and/or
(b) within the geographic area encompassed by any "Territories" of any MaidPro System franchise owners, but in no event shall the area be less than an area which is contained in a circle having a radius of eighteen (18) miles from the center of the Franchisee's Territory, for eighteen (18) months following the termination of his employment, Employee will not without the prior written consent of MaidPro:
(a) Directly or indirectly, for himself or through, on behalf of, or in conjunction with any Person, partnership, limited liability company, business entity, or corporation, engage in or acquire any financial or beneficial interest in (including interest in corporations, partnerships, limited liability company, trusts, unincorporated associations or joint ventures), advise, help or make loans to any entity involved in business which is the same as or similar to that conducted by MaidPro including, but not limited to, any business which provides on-location residential and commercial cleaning and support services which business is, or is intended to be located, within the United States;
(b) Divert or attempt to divert, directly or indirectly, any business, business opportunity or customer of MaidPro, and/or any MaidPro System franchise owners, and/or Franchisee to any competitor; or
(c) Employ or seek to employ any person who is at the time employed by MaidPro and/or any MaidPro System franchise owners, and/or Franchisee or otherwise directly or indirectly induce such persons to leave his or her employment. 10. Franchisee undertakes to use its best efforts to ensure that Employee acts as required by the agreement.
11. Employee agrees that in the event of a breach of this Agreement, MaidPro would be irreparably injured and be without an adequate remedy of law. Therefore, in the event of such a breach, or threatened or attempted breach of any of the provisions thereof, MaidPro shall be entitled to enforce the provisions of this Agreement and may seek, in addition to any other remedies which are made available to it at law or in equity, including the right to terminate the Franchise Agreement, a temporary and/or permanent injunction and decree for the specific performance of the terms or this Agreement, without being required to furnish a bond or other security.
12. If any court or other tribunal having jurisdiction to determine the validity or enforceability of this agreement determines that it would be unenforceable as written, its provisions shall be deemed to be withheld, modified or limited to such extent or in such manner as is necessary for it to be valid and enforceable to the greatest extent possible.
13. Should legal proceedings have to be brought by MaidPro against Employee to enforce any Non-Competition Covenant or for Employee’s failure to maintain Confidentiality, the period of restriction shall be deemed to begin running on the date of entry of an order granting MaidPro preliminary injunctive relief and shall continue uninterrupted for the entire period of restriction.
14. This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the undersigned have entered into this Agreement on the date and year first written above as witnessed by their signatures below.