THE NOCO COMPANY

TERMS AND CONDITIONS FOR EMPLOYEES CONFIDENTIALITY AND NON-COMPETETITION AGREEMENT

  1. Purpose. Protecting NOCO’s confidential information is essential to keeping us competitive in the world market. It enables us to continue to provide quality products to our customers and a productive and rewarding workplace for you and your fellow workers. We recognize that personal, professional and career goals may change over time, and while we hope you continue to be part of the NOCO family, this may not always be the case. However, while you are here, and if you should leave, you must respect our confidential information. It is not only the law; it’s the right thing to do.
  2. Rights. Your agreement to keep NOCO’s Confidential Information confidential and not to use that Confidential Information to compete with NOCO is an essential part of your job and our agreement to employ you. If you or any employee breaches, or threatens to commit a breach of, any of the Restrictive Covenants, NOCO has the right to, among other things:

a. Specific Performance. This means NOCO can have a court specifically enforce your Employee Confidentiality and Non-Competition Agreement. You agree that any such breach or threatened breach will cause irreparable injury to NOCO and that money damages will not provide adequate remedy.

b. Accounting. The right to require you to account for and pay NOCO any “ill-gotten-gains” — compensation, profits, monies, or other benefits you may have derived or received by you as the result of your breach or threatened breach.

c. Blue Pencilling. If any court determines that any one or more of the terms of the Agreement is unenforceable it may reduce the scope, duration or area of such provision and, in its reduced form, such provision shall then be enforceable and enforced.

  1. Governing Law and Jurisdiction. The Agreement shall be governed by the laws of the State of Ohio irrespective of your actual physical location or residence. You agree that the courts of Ohio located in Cleveland, Ohio shall have exclusive jurisdiction and you waive any objections to venue in said courts.
  2. Binding Effect. The Agreement shall inure to the benefit of and be binding upon you, NOCO, your heirs, and NOCO’s representatives and successors.
  3. Severability. In case any one or more of the provisions contained in the Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision, but the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
  4. Assignment.

a.  The Agreement is a contract for the personal services of Employee. It is expressly agreed that Employee may not sell, transfer, assign, pledge or hypothecate his/her rights or obligations hereunder to any other person or entity.

b. It is also expressly agreed that (i) NOCO may assign its rights and/or obligations hereunder to a parent or subsidiary of NOCO, or to an entity affiliated with NOCO, whether presently existing or formed after the date hereof; (ii) the rights and/or obligations of NOCO may be transferred by operation of law to a surviving or successor entity in connection with a merger, consolidation or other similar transaction; and (iii) NOCO may assign its rights and/or obligations hereunder to any entity which acquires a substantial part of the assets or equity of NOCO, or which acquires a particular line of business of NOCO. In connection with any such assignment or transfer, the definition of “NOCO” in this Agreement shall include, for all purposes, each person or entity to which NOCO’s rights and/or obligations are assigned or transferred pursuant to this paragraph, and their respective successors and assigns.

  1. Acknowledgment. You acknowledges that: (i) you have carefully read all of the terms of the Agreement and these Terms, and that they have been fully explained to you; (ii) you understand the consequences of each and every term of the Agreement; (iii) you specifically understand that by signing the Agreement you may be giving up certain rights you may have otherwise had, and that you are agreeing to limit your freedom to engage in certain employment during and after the termination of the Agreement, and (iv) the limitations to you right to compete contained in the Agreement represent reasonable limitations as to scope, duration and geographical area, and that such limitations are reasonably related to protection which NOCO reasonably requires.
  2. Defense of Trade Secrets Act Notice. The following notice is provided pursuant to the defense of Trade Secrets Act, 18 USC Section 1833: (1) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; (2) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
  3. Entire Agreement. This Agreement embodies the entire agreement and understanding between you and NOCO as to its subject matter, and supersedes all prior such agreements and understandings.