2
(ii)
If you file a lawsuit
for retaliation by Quaker
Houghton for reporting a
suspected violation of law,
you may disclose
Confidential Information
to your attorney
and use the
Confidential Information in
the court proceeding
if you: (A)
file any document containing Confidential
Information under seal and (B) do not disclose
Confidential Information, except pursuant
to
court order.
c. Additionally,
Quaker Houghton confirms
that nothing in
this Agreement is
intended to or
shall prevent, impede
or
interfere with
your right,
without prior
notice to
Quaker Houghton,
to provide
information to
the government,
participate in
any
government investigations, file a
court or administrative complaint,
testify in proceedings regarding
Quaker Houghton’s past
or future
conduct, or engage in any future activities protected
under any statute administered by any government agency.
5. Covenant
Not to Compete
In consideration of your new position with Quaker
Houghton and the training and Confidential Information
you are to receive
from Quaker
Houghton, you
agree that
during your
employment with
Quaker Houghton
and for
a period
of one (1)
year thereafter,
regardless of the reason for your termination, you will not:
a. directly
or indirectly,
together or separately
or with any
third party,
whether as an
employee, individual proprietor,
partner, stockholder,
officer, director,
or investor, or in a joint venture
or any other capacity whatsoever,
actively engage in business or
assist anyone or
any firm in
business as a manufacturer,
seller, or distributor
of specialty chemical
products which are
the same, like,
similar to, or which compete with Quaker Houghton’s
(or any of its affiliates’) products or services; and
b. directly
or indirectly
recruit, solicit
or encourage
any Quaker
Houghton (or
any of
its affiliates’)
employee or
otherwise induce such employee to leave Quaker
Houghton’s (or any
of its affiliates’) employ,
or to become an employee or otherwise
be associated with you or any firm, corporation, business, or
other entity with which you are or may become associated;
and
. solicit
or induce
any of
Quaker Houghton's suppliers
of products
and/or services
(or a
supplier of
products and/or
services of a customer
who is being provided
or solicited for the provision
of chemical management services
by Quaker Houghton) to
terminate or alter its contractual relationship with Quaker
Houghton (and/or any such customer).
The parties
consider these
restrictions reasonable,
including the
period of
time during
which the
restrictions are
effective.
However, if
any restriction
or the
period of
time specified
should be
found to
be unreasonable
in any
court proceeding,
then such
restriction shall be modified
or the period of time
shall be shortened as is
found to be reasonab
le so that the
foregoing covenant not to
compete may
be enforced.
You
agree that
in the event
of a breach
or threatened
breach by
you of
the provisions
of the restrictive
covenants contained in
Section 4 or in
this Section 5,
Quaker Houghton will
suffer irreparable harm,
and monetary damages
may not
be an
adequate remedy.
Therefore, if
any breach
occurs, or
is threatened,
in addition
to all
other remedies
available to
Quaker
Houghton, at
law or
in equity,
Quaker Houghton
shall be
entitled as
a matter
of right
to specific
performance of
the covenants
contained herein by
way of temporary or
permanent injunctive relief.
In the event of
any breach of the
restrictive covenant contained
in this Section
5, the term
of the restrictive
covenant shall be
extended by a
period of time
equal to that
period beginning on
the date
such violation commenced and ending when the activities
constituting such violation cease.
6. Contractual
Restrictions
You
represent and warrant to Quaker Houghton
that: (a) there are no restrictions, agreements, or
understandings to which you
are a
party that
would prevent
or make
unlawful your
employment with
Quaker Houghton
and (b)
your employment
by Quaker
Houghton shall
not constitute
a breach of
any contract,
agreement, or
understanding, oral
or written, to
which you
are a party
or by
which you are
bound.
You
further represent that
you will not
use any trade
secret, proprietary or
otherwise confidential information
belonging to a prior employer or other third party in connection
with your employment with Quaker Houghton.
7. Inventions
All improvements,
modifications, formulations,
processes, discoveries
or inventions
("Inventions"), whether
or not
patentable, which
were originated,
conceived or
developed by
you solely
or jointly
with others (a)
during your
working hours
or at
Quaker Houghton’s
expense or
at Quaker
Houghton's premises
or at
a customer’s
premises or
(b) during
your employment
with
Quaker Houghton and
additionally for a
period of one
year thereafter,
and which relate
to (i) Quaker
Houghton’s business
or (ii) any
research, products,
processes, devices, or
machines under actual
or anticipated development
or investigation by
Quaker Houghton at
the earlier
of (i)
that time
or (ii)
as the
date of
termination of
employment, shall
be Quaker
Houghton’s sole
property.
You
shall
promptly disclose to Quaker
Houghton all Inventions that you
conceive or become aware of
at any time during your
employment with
Quaker Houghton and
shall keep complete,
accurate, and authentic
notes, data and
records of all
Inventions and of
all work done
by
you solely or jointly with
others, in the manner directed
by Quaker Houghton. You
hereby transfer and assign to
Quaker Houghton all
of your right,
title, and interest
in and to
any and all
Inventions which may
be conceived or
developed by
you solely or
jointly with
others during your
employment with Quaker
Houghton.
You
shall assist Quaker Houghton
in applying, obtaining,
and enforcing any
United States Letters
Patent and Foreign
Letters Patent on
any such Inventions
and to take
such other actions
as may be necessary
or
desirable to
protect Quaker
Houghton's interests
therein.
Upon request,
you shall
execute any
and all
applications, assignments,
or
other documents
that Quaker
Houghton deems
necessary and
desirable for
such purposes.
You
have attached
hereto a
list of
unpatented inventions
that you have
made or conceived
prior to your
employment with Quaker
Houghton, and it
is agreed that
those
inventions shall be excluded from the terms of this Agreement.