In consideration of Employee’s employment and/or continued employment with Employer, which the parties agree constitutes new, independent, good, valuable, and sufficient consideration, and as a material inducement for Employer to employ and/or continue to employ Employee, the receipt and sufficiency of which is hereby acknowledged, Employee has read and consented to and agrees to be bound by the terms and conditions of this Agreement. The parties agree that Employee’s employment with Employer will place Employee in a position of trust and confidence. In such position, Employee may or will have access to Employer’s “Confidential Information,” as further defined below. Employer desires to protect such Confidential Information and Employee hereby acknowledges the legitimacy of Employer’s need to protect such information. THE EMPLOYMENT RELATIONSHIP BETWEEN EMPLOYER AND EMPLOYEE WILL REMAIN AT ALL TIMES EMPLOYMENT-AT-WILL, AND NOTHING HEREIN SHALL BE UNDERSTOOD OR CONSTRUED TO CREATE ANY OTHER FORM OF EMPLOYMENT RELATIONSHIP.
1. Confidentiality. Employee acknowledges that during the course of his/her employment with Employer, Employee may acquire knowledge of or information relating to business practices and operations, business and trade secrets, wages, profits, personnel, finances, sales figures, projections, estimates, customer lists, supplier lists, contractor and subcontractor lists, tax or financial documentation, accounting procedures, employee manuals, sales manuals, design manuals and procedures, estimating procedures, intellectual property, business forms and contracts, books, records, plans, data, studies, proposals, ideas, concepts, reports, opinions, techniques, know-how, processes, formulas, developments, works, works-in-process, art work, photographic reproductions, sound or video reproductions, rights, inventions, applications, and other confidential or proprietary information contained in documents, notes, manuals, memoranda, notebooks, reports, records, and any other source, whether print, electronic, or otherwise, including but not limited to security services and to information concerning the identity of clients, customers, referral sources, and/or suppliers, production information, and profit or sales information, and further including any other information of any kind or nature not generally available to the public regarding Employer (the “Confidential Information”). It is agreed by the parties that all such information from whatever source shall be deemed confidential for purposes of this Agreement. In order to protect Employer, its customers and clients, and its owners, Employee agrees that at all times while employed by Employer, and at all times thereafter, he/she, without the prior written authorization of Employer which Employer may withhold in its sole discretion, will not use any of the Confidential Information for himself/herself nor for the benefit of another; will not disclose any of the Confidential Information to any person or entity for any reason whatsoever; and will not disclose any information regarding the operations, business practices, or any financial information concerning Employer or its customers or clients which Employee has acquired as a result of being employed by or being affiliated in any way with Employer. Employee further agrees to abide by any confidentiality obligations imposed upon Employer in any agreement to which Employer is bound, provided Employee receives notice of such obligation. This covenant shall survive the termination of this Agreement for any reason whatsoever and shall remain in effect in perpetuity.
1.1. Employee acknowledges that nothing in this Agreement prohibits Employee from any confidential reporting specifically permitted under 18 U.S.C. Section 1833, and that he/she shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that – (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; provided that, in each case, Employee does so in strict compliance with 18 U.S.C. Section 1833.
2. Proprietary Interests of Employer. Employee acknowledges that during the course of his/her employment and affiliation with Employer, Employee may be exposed to or come into contact with various tangible and intangible property located at or about Employer’s places of business and/or job sites, or otherwise supplied or provided by Employer (the “Proprietary Items”). Employee acknowledges and agrees that each and every one of the Proprietary Items are exclusively owned by and exclusively the property of Employer, to the exclusion of Employee and all other persons or entities. Employee agrees that he/she will neither use for himself/herself nor for the benefit of another any Proprietary Items. Without limiting the generality of the foregoing, the term “Proprietary Items” shall specifically include all Confidential Information; equipment; formats; procedures; methods; customer lists; estimating formats or methods; computer files and records, disks, tapes, programs, or equipment; machinery; tools; training manuals; customer logs; work logs; designs; reports; contracts; manuals; inventions and improvements; data; ideas (whether or not capable of receiving any intellectual property rights); trademarks, servicemarks, copyrights, patents, tradenames, tradestyles, or other forms of intellectual property; drawings; diagrams; innovations; and/or discoveries, or any combination of the foregoing, and any of the foregoing which arise from or out Employee’s employment by Employer; are conceived, developed, or produced during Employer’s business hours; and/or rely on, incorporate, or employ use of any facilities, materials, equipment, staff, or other property or proprietary information of Employer. This covenant shall survive the termination of this Agreement for any reason whatsoever and shall remain in effect in perpetuity.
3. Assignment of Inventions. Employee agrees that all inventions, forms, designs, procedures, products, manuals, programs, ideas, formats, methods, and any and all other items developed by Employee while employed by the Employer, that arise from or out Employee’s employment by Employer; are conceived, developed, or produced during Employer’s business hours; and/or rely on, incorporate, or employ use of any facilities, materials, staff, or other property or proprietary information of Employer, shall be assigned to Employer through such documents as Employer shall request and shall be and become property of Employer. This covenant shall survive the termination of this Agreement for any reason whatsoever and shall remain in effect in perpetuity.
4. Avoiding Conflict of Opportunity. It is understood and agreed that any business opportunity relating to or arising during Employee’s employment with Employer or otherwise occurring with respect to Employer’s business is an opportunity belonging solely to Employer. Employee shall advise Employer of any such opportunity and shall not pursue the same, directly or indirectly, without the prior written consent of Employer, which Employer may withhold in its sole discretion. Without the prior written consent of Employer, Employee agrees not to: (a) solely or jointly with others organize, or plan for organization of, any business activity competitive with the current or anticipated business activities of Employer; and (b) directly or indirectly, engage or participate in any other business activities that Employer, in its reasonable discretion, determines to be in conflict with the best interests of Employer.
5. Non-Solicitation and Non-Contact. Employee agrees that at all times while employed by Employer, and for a period of Two (2) years thereafter, Employee shall not, in any location, whether directly or indirectly: (i) solicit, attempt to solicit, accept contact with (in a manner that interferes with the relationship between Employer and any of the below described parties), or otherwise induce or attempt to induce any employees, agents, officers, directors, clients, customers, suppliers, vendors, referral sources, consultants, or the like of Employer to leave their respective business relationship with Employer; (ii) in any way interfere with or attempt to interfere with the relationship between Employer and any current employee, contractor, or consultant thereof; (iii) hire any current employee of Employer; (iv) solicit, attempt to solicit, accept contact with, or otherwise induce or attempt to induce any customer or client of Employer, or any former customer or client of Employer that was a customer or client during the One (1) year period prior to the termination or other cessation of Employee’s employment with Employer, to do business with Employee, or any person or entity on whose behalf Employee acts, in any business competing with Employer’s business, or to cease doing business with or otherwise reduce its business with Employer; (v) in any way interfere with or attempt to interfere with the relationship between Employer and any customer, client, employee, contractor, or consultant of Employer, including without limitation making any negative statements or communications about Employer or its officers, directors, or owners; (vi) do business, in competition with Employer’s business, with any of the parties described in clause iv above; and/or (vii) request or advise any customer, client, employee, contractor, consultant, or referral source of Employer to withdraw, curtail, reduce, cancel, or otherwise adversely modify its business or dealings with Employer. The foregoing specifically includes, but is not limited to, owning, managing, operating, controlling, being employed by, acting as an agent for, participating in, or being connected in any manner with any person, enterprise, business, or entity attempting any such solicitation, contact, inducement, or other activities. This covenant shall survive the termination of this Agreement for any reason whatsoever.
6. Non-Competition and Non-Interference. Employee agrees that at all times while employed by Employer, and for a period of Two (2) years thereafter, Employee shall not, within a Seventy Five (75) mile radius of 55 Douglas Pike Smithfield, RI 02917, whether directly or indirectly: (a) engage in security services, patrol services, guard services, construction site security, crisis management services, body guard services and private investigative services; (b) otherwise be competitive in any way with the business being conducted by Employer at any such time or times; (c) interfere with Employer’s business affairs and advantageous business relations; and/or (d) take any other action, or assist or cooperate with any other party in any manner or action, which is designed, intended, or would be reasonably anticipated to have the effect of: (i) adversely affecting Employer’s business or advantageous business relations; and/or (ii) discouraging customers, clients, vendors, referral sources, or others having a business relationship with Employer from maintaining their respective business relationships with Employer. The foregoing specifically includes, but is not limited to, owning, managing, operating, controlling, being employed by, acting as an agent for, participating in, or being connected in any manner with any person, enterprise, business, or entity competing with Employer, interfering with Employer, or otherwise adversely impacting Employer in any way at any such time or times. This covenant shall survive the termination of this Agreement for any reason whatsoever.
7. Enforcement. In the event of a breach or threatened breach by Employee of any one or more of the provisions of this Agreement, Employer shall be entitled to an ex-parte injunction restraining Employee from such breach or threatened breach, and the duration of any restrictive covenants herein so breached shall be automatically and without further action extended by a period of time equal to the period of any such breach. Nothing herein shall be construed as prohibiting Employer from pursuing any other remedies that may be available to it for such breach or threatened breach, including the recovery of damages, costs, and expenses, and reasonable attorneys’ fees. Employee recognizes the right of Employer to injunctive and/or other equitable relief related to this Agreement, and shall not contest the same or urge in any such action or proceeding that an adequate remedy at law exists. In the event of a breach by the Employee of any provisions of this Agreement, which breach shall have the proximate cause of any loss of business to Employer, and in the event a court of competent jurisdiction shall award damages to Employer as a result of such breach, then, it is agreed by the parties that the measure of such damages shall be equal to three (3) times the annual fees billed by Employer during the preceding twelve (12) months from all business by Employer through its agents and/or employees for all accounts lost to Employee as a result of Employee’s actions in breach of this Agreement. This covenant shall survive the termination of this Agreement for any reason whatsoever. It is the intention of the parties that Employer be given the broadest protection allowed by law with regard to the restrictions herein contained. Employee agrees that the restraints imposed herein are necessary for the reasonable and proper protection of Employer’s legitimate business interests and that each and every one of said restraints is reasonable in all respects as to the subject matter, length of time, and area. Notwithstanding, the foregoing, in the event that a court of competent jurisdiction should determine that either the duration, nature, or the geographic territory of any restrictive covenant(s) set forth in this Agreement are unenforceable, then the duration, nature, or geographic territory, as the case may be, shall be deemed modified to that maximum duration, nature, or geographic territory deemed acceptable by such court.
8. Representations of Employee. Employee hereby represents that Employee has the right to negotiate and enter into this Agreement and to perform the services of Employee required hereunder. Employee is not subject to any restrictions or limitations, including prior employment agreements, covenants not to compete, or like agreements. Employee further represents that all materials and statements made to or provided to Employer in the course of Employee's application for employment hereunder are accurate in all respects.
9. Notice to Employer on Voluntary Resignation of Employment. In the event of Employee’s voluntary resignation of employment with Employer, and in addition to any other requirements of this Agreement, Employee shall provide Employer with a statement as to the reasons for such voluntary resignation and, if applicable, the name and address of any successor employer, including Employee if he/she is to be self-employed, and the nature, job title, and job duties of Employee’s next employment.
10. Miscellaneous.
10.1. Any of the parts, provisions, warranties, or covenants set forth herein are severable and separable, and in the event that they, or any one of them, shall be deemed to be void, invalid, or unenforceable by a court of competent jurisdiction; then this Agreement shall be interpreted as if such void, invalid, or unenforceable parts, provisions, warranties, or covenants were not set forth herein, and the remaining provisions hereof shall remain enforceable to the extent permitted by law. No modification or amendment of this Agreement, whether in whole or in part, shall be effective unless made in writing and signed by the parties hereto. This Agreement, whether in whole or in part, may not be assigned, transferred, or pledged by Employee, whether by operation of law or otherwise, without the prior written consent of Employer. Employer may assign this Agreement in its sole discretion as further described below.
10.2. This Agreement shall not be terminated by, nor shall the obligations of Employee cease as a result of, any of the following (each a “Transfer Event”): (i) the sale of all or substantially all of the property and/or assets of Employer other than in the ordinary course of business; (ii) a merger of Employer into another entity wherein Employer is not the survivor thereof; or (iii) any other transaction which in effect amounts to a sale of Employer’s business as contemplated hereunder. Employee hereby agrees and acknowledges that upon the occurrence of a Transfer Event, his/her obligations hereunder shall continue without interruption and that this Agreement, and the rights and duties of Employer hereunder may be assigned to any such purchaser without notice to or consent from Employee, and that in the event of such a purchase Employee will perform all of his/her duties hereunder in accordance with the terms of this Agreement for such purchaser, if any.
10.3. This Agreement shall be construed and enforced in accordance with the laws of the State of Rhode Island without reference to the rules of conflicts of laws thereof. In any litigation connected with this Agreement, the parties hereto hereby consent to and confer exclusive jurisdiction on the courts of the State of Rhode Island and on the United States District Court for the District of Rhode Island, and hereby expressly waive any objections to personal jurisdiction, venue, or inconvenient forum in any such courts. In the event that Employer engages legal counsel to enforce its rights under this Agreement, regardless of whether such action results in litigation, Employer shall be entitled to collect and recover reasonable attorneys’ fees and costs from Employee, which in the event of litigation shall include fees and costs incurred at trial and on appeal.