Free Motion for Attorney Fees - District Court of Arizona - Arizona

Exh1b1t 1
Case2:O2—cv-01876-HRH Document 340-2 Filed O2/18/2008 Pag@10f3

. Employee Non-Disclosure & Non-Compete Agreement
Vlbtld Nutrition e
INCORPORATED .
This Employee Non-Disclosure & Non-Compete Agreement ("Ag1·eement") is made this 9"' day of
December, gong between world Nutrition, lnc. ("Company") and individually, Craig Knobloch ("Emptoyee")_
WHEREAS, Employee acknowledges that the Company and other commonly owned company(s) are engaged
`in developing, formulating, manufacturing, packaging, marketing, and selling dietary supplements and nutritional
products for the Company, other commonly owned company(s) and various private label customers.
WHEREAS, Employee acknowledges that through hislher employment helshe will learn of certain
confidential, proprietary infomation and Imde secrets (“C0l‘lEd€l'\El8l Information") and that the Confidential
information is a unique and valuable asset belonging solely to the Company and commonly owned company(s).
WHEREAS, Employee acknowledges that-if the Confidential information is used or divulged it could cause
the Company serious, irreparable injury.
NOW, THEREFORE, in consideration oil and a condition of employment with the Company, it is agreed as
follows:
1. DEFINITION
For the ptupose of this Agreement, the tems “Confidcntial lnfor·ma1ion” shall include, but not be limited t0, all
information, originated or owned, written or otherwise, regarding the Company's: (a} sources of supply, price
` lists and costs; (b) corporate and business strategies, plans and goals; (c} product formulntiorrs including but
not limited to ingredients and weights; (d) production and manufacturing methods and techniques; (e)
technical information regarding manufacturing, machinery, and apparatus; (f) prospective and executed
contracts, financial information and other business arrangements; and (g) all other proprietary knowledge or- r
data acquired or obtained as a result of ernployee’s past or present employment with the Company. U
2.
All Contidential Information including, but not limited to, ideas and concepts developed by Employee
through hislher employment with the Company either alone or in conjunction with others, belongs exclusively
to the Company. Employee shall not at any time, directly or indirectly, disclose or use any Confidential
Infomation, on behalf of themselves or others, to any person, timr or entity for any purpose whatsoever. ·
3. PROQQQECTION OF BUS][;lE§S
Employee has been expected and encouraged to develop a close working relationship with the Company’s ·`
customers. Loyalty to the C0mpany’s interest is essential and Employee recognizes and acknowledges that
they are employed to develop such relationships and that those relationships constitute extremely valuable
assets of the Company. Thus, Employee recognizes and acknowledges that during their employment with the
Company, and for five (5) years therealter, Employee shall not, either directly or indirectly, for
himself/lrerselli or through, on behalf ot§ or in conjunction with any person(s) or entity:
1* {a) Divert or attempt to divert any business or customer of the Company to any competing business
° by direct or indirect inducement, solicitation, contact, or otherwise; or
(b) Employ or seek to employ any person, who is at that time employed with the Company, or
otherwise directly or indirectly induce or attempt to induce such person to leave his/her
__ employment with the Company for any reason whatsoever.
a i~, ,tiY C
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Case 2:02-cv-01876-HRH Document 340-2 Filed O2/18/2008 Page 2 of 3

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4. ‘ R*_.MEDl"ES ·
(a) ln the event of a breach or threatened breached of any of the provisions of this Agreement. the
Company shall be entitled to an injunction restraining Employee from using or disclosing any
Contidential information or from engaging in any conduct in violation of Section 2 or Section 3
without thenecessity of proving that it has sustained any actual damages.
tb) Nothing herein shall be construed as prohibiting the Company from pursuing any other remedy
available to_ it for a breach or threatened breach of this Agreement and Employee agrees to pay
i the Company for any losses or damages and its expenses, including reasonable attomey’s fees,
incurred infprotecting its rights hereunder.
S. TEg’Vlt LN ATION
The voluntary or involuntary termination of E1nployee‘s relationship with the Company shall not terminate
this Agreement. The promises set forth herein, insofar as they may be applicable, shall continue to be in titll
force and effect. _
6. ASSIGNMENT
The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be
binding upon, the Company’s successors and assigns.
7. WAIVER
The waiver by the Company of a breach or threatened breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach, or threatened breach, by Employee.
8. UNENFORCEABILITY
The invalidity or unenforeeability of any provision of this Agreement shall not affect the validity or
enforceability of the balance of this Agreement. In the event the Agreement is held unreasonable or
‘ unenforceable by a court or agency having valid jurisdiction in an unappealed linal decision to which the
Company is a party, then the following shall apply. In such instances, Employee agrees to be bound by any
lesser, subsumed within the terms of the invalidated provision were separately set forth in this Agreement.
9- . V
This Agreement shall be subject to and governed by the exclusive laws of the State of Arizona. The parties .
hereto submit to the exclusive jurisdiction of the Arizona courts over any matters arising under the
Agreement.
l0. QNDEPENDENT COUNSEL.
Employee acknowledges that this Agreement is a binding document that affects certain rights. Employee is
advised of their rights to seek independent legal counsel before executing.
IN WITNESS WHEREOF, the parties have duly executed, and delivered this Agreement on the date indicated ‘
below.
Employee Wo ld ` n In
Signature E &¤¤’€ ·- .
"' · EEE {Q my yl (Mraz ei ekjacéf (ieee! /‘f-»=~·;j¤··~.
N Name}Title
Igiiidgz
I ..D5t3 Date
'WNI ND&NC— C. Knoblocltdoe Page 2 of 2 n 1219[02
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