EXHIBIT 10.17
KEY EMPLOYEE AGREEMENT
In consideration of my employment to perform services for Porex
Technologies Corp., Medco Containment Services, Inc. or PAID Prescriptions,
Inc., as the case may be, or any affiliate, subsidiary or associate company or
any successor in business of any of the foregoing (herein after collectively
referred to as "Employer" ), and in consideration of the wages and salary to be
paid me and of the position which I occupy and which brings me into contact with
the activities of the Employer, and regardless of the duration of such
employment, I agree to perform to the best of my ability all duties required of
me from time to time by the Employer and I agree to comply with the conditions
herein set forth. In addition to the foregoing, I specifically agree to the
following:
1. PROPERTY RIGHTS - I agree that all concepts, ideas, designs,
discoveries, inventions, improvements, advances, methods, practices, techniques
and developments and relationships with customers and prospective customers
which I may conceive, make invent or suggest during my employment by the
Employer relating generally to any matter or thing, including computer programs,
manuals and documentation, which may be connected in any way with the Employer's
existing or contemplated products, services or business shall become the
absolute property of the Employer. All such concepts, ideas, designs,
discoveries, inventions, improvements, advances, methods, practices, techniques
and developments and relationships with customers and prospective customers
shall automatically be deemed to become the property of the Employer immediately
as soon as made or conceived. I agree to assign the rights to such property upon
request of the Employer and such agreement shall survive the termination of my
employment for any reason.
2. DISCLOSURE - I agree promptly to disclose to my immediate
supervisor all such concepts, ideas, designs, discoveries, inventions,
improvements, advances, methods, practices, techniques and developments and
relationships with customers and prospective customers.
3. ACTIONS REQUIRED ON TERMINATION - Upon termination of my employment
for any reason, I agree to return to the Employer all property of the Employer
of which I had custody and to deliver to my supervisor all notebooks, business
card files, customer or prospective lists, memos, diaries, computer printouts
and other documentation of any kind, as well as other data relating to the
Employer's products, services or business.
4. COMPLIANCE NOT CONTINGENT UPON ADDITIONAL CONSIDERATION - I have not
been promised, and I shall not claim, any additional or special payment for such
assignments and compliance with the other covenants and agreements herein
contained.
5. COVENANT AGAINST DISCLOSURE - I understand that it may be desirable
or necessary for the Employer to disclose to me information relating to the
technology, know-how, products, services, customers, prospective customers and
business of the Employer and I therefore agree as follows:
a. To accept and retain such data and information in confidence and, at
all times during or after the termination, for any reason, of my employment, not
to disclose or reveal such data or information to others and to refrain from
using such data for purposes other than those authorized by the Employer.
b. Not to directly or indirectly publish, communicate, divulge, or
describe to any unauthorized person nor use, patent or copyright any such data
or information during the term of my employment or at any time subsequent
thereto without the prior written consent of the Employer.
c. To turn over to the Employer all written or descriptive matter
containing any confidential or proprietary information or data upon termination,
for any reason, of my employment, or sooner, at the request of the Employer.
d. To keep the contractual relationship of the Employer with its
customers and others confidential unless authorized in writing by the Employer.
I will not divulge to any other person, firm or organization, the names,
addresses or special requirements of the Employer's customers or targeted
potential customers with whom I became acquainted or with whom I dealt during
the term of my employment. During the one (1) year period immediately following
the termination, for any reason, of my employment with the Employer I will not,
on behalf of myself or any other person, firm or organization, solicit, divert
or induce, or attempt to solicit, divert or induce, any of Employer's customers
or targeted potential customers upon whom I called or whom I solicited or with
whom I became acquainted after commencement of my employment with Employer.
6. RESTRICTIONS ON COMPETITIVE EMPLOYMENT - During the term of my
employment and for a period of one (1) year after termination, for any reason,
of my employment, absent the Employer's prior written approval, I will not (as
principal, agent, employee, consultant or otherwise), directly or indirectly,
engage in the United States of America, its territories and possessions,
including Puerto Rico and in the Dominion of Canada (the "Territory") in
activities (similar to those in which I shall have engaged for the Employer
during the one (1) year period prior to such termination) with, nor render
services (similar to those which I shall have rendered for the Employer during
such one (1) year period) to, any firm or business engaged or about to become
engaged in the Territory in the independent third party prescription drug claims
business or marketing to funded medical benefit plans prescription drug benefits
or any other business in which the Employer or any affiliate, subsidiary or
associate company is then engaged. In addition, I shall not have an equity
interest in any such firm other than as a 1% or less shareholder of a public
corporation. During my employment and until one (1)
2
year after termination, for any reason, of my employment, I will not, directly
or indirectly, induce, or attempt to induce any employees or agents or
consultants of or to the Employer to do anything from which I am restricted by
reason of this Agreement, nor shall I, directly or indirectly, offer or aid
others to offer employment to any employees, agents or consultants of the
Employer.
7. EMPLOYMENT STATUS - I understand that I am an employee at will and
my employment may be terminated by the Employer at its discretion for any reason
or no reason at all.
8. ATTORNEYS FEES - In the event Employer is compelled to bring suit or
institute any other proceeding to enforce any of the provisions of this
Agreement, I agree to pay the Employer reasonable attorney's fees.
9. SEVERABILITY - Each paragraph and provision of the Agreement is
severable from the contract and if one provision or part thereof is declared
invalid, the remaining provisions shall nevertheless remain in full force and
effect.
10. ENTIRE AGREEMENT - This Agreement shall inure to the benefit of and
be binding upon my heirs, executors, administrators and assigns and the
successors and assigns of the Employer.
11. GOVERNING LAW - This Agreement shall be construed in accordance
with and governed for all purposes by the laws of the State of New Jersey.
/s/ [illegible] /s/ Xxxxxx X. Xxxxxx
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WITNESS EMPLOYEE
7 July 1988
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DATE
3
