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RICK » Topics » Confidentiality and Non-Competition.

This excerpt taken from the RICK 8-K filed Jun 1, 2009.
Confidentiality and Non-Competition.

 
(a)
Confidentiality.  In the course of the performance of Executive's duties hereunder, Executive recognizes and acknowledges that Executive may have access to certain confidential and proprietary information of Company or any of its affiliates.  Without the prior written consent of Company, Executive shall not disclose any such confidential or proprietary information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, and shall not use such information, directly or indirectly, for Executive's own behalf or on behalf of any other party.  Executive agrees and affirms that all such information is the sole property of Company and that at the termination and/or expiration of this Agreement, at Company's written request, Executive shall promptly return to Company any and all such information so requested by Company.

The provisions of this Section 5 shall not, however, prohibit Executive from disclosing to others or using in any manner information that:
 
Employment Agreement - Page 2
 
 
 
 

 
(i)
has  been  published  or  has become part of the public domain other than by acts, omissions or fault of  Executive;

 
(ii)
has been furnished or made known to Executive by third parties (other than those acting directly or indirectly for or on behalf of Executive) as a matter of legal right without restriction on its use or disclosure;

 
(iii)
was in the possession of Executive prior to obtaining such information from Company in connection with the performance of this Agreement; or

 
(iv)
is required to be disclosed by law.

 
(b)
Non-Competition.  Executive agrees that he will not, for himself, on behalf of, or in conjunction with any person, firm, corporation or entity, either as principal, employee, shareholder, member, director, partner, consultant, owner or part-owner of any corporation, partnership or any other type of business entity, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any establishment which has live female nude or semi-nude entertainment (“Adult Entertainment Business”) or is in any business similar to or competitive with the Adult Entertainment Business presently conducted by the Company anywhere in the United States within a twenty (20) mile radius of any Adult Entertainment Business of the Company or any Adult Entertainment Business of the Company under construction, under contract, in development or leased by or to the Company, for a period of one (1) year (the “Non-Compete Period”) from the termination of this Agreement.  However, in the event of the termination of Executive's employment pursuant to Section 7(d) or 7(f), the Non-Compete Period shall be six months.

Executive agrees not to hire, solicit or attempt to solicit for employment by Executive or any company to which he may be involved, either directly or indirectly, any party who is an employee or independent contractor of the Company or any entity which is affiliated with the Company, or any person who was an employee or independent contractor of the Company or any entity which is affiliated with the Company within the two year period immediately following the termination of this Agreement.

Executive acknowledges that he has carefully read and considered all provisions of this Agreement and agrees that:

 
(i)
Due to the nature of the Company's business, the foregoing covenants place no greater restraint upon Executive than is reasonably necessary to protect the business and goodwill of the Company;

 
(ii)
These covenants protect the legitimate interests of the Company and do not serve solely to limit the Company's future competition;

Employment Agreement - Page 3
 
 
 
 

 
(iii)
This Agreement is not an invalid or unreasonable restraint of trade;

 
(iv)
A breach of these covenants by Executive would cause irreparable damage to the Company;

 
(v)
These covenants are reasonable in scope and are reasonably necessary to protect the Company's business and goodwill which the Company has established through its own expense and effort; and

 
(vi)
The signing of this Agreement is necessary as part of the consummation of the transactions described in the preamble.

6.              
This excerpt taken from the RICK 8-K filed Apr 21, 2008.
5.            Confidentiality and Non-Competition.
 
 
(a)
Confidentiality.  In the course of the performance of Executive's duties hereunder, Executive recognizes and acknowledges that Executive may have access to certain confidential and proprietary information of Company or any of its affiliates.  Without the prior written consent of Company, Executive shall not disclose any such confidential or proprietary information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, and shall not use such information, directly or indirectly, for Executive's own behalf or on behalf of any other party.  Executive agrees and affirms that all such information is the sole property of Company and that at the termination and/or expiration of this Agreement, at Company's written request, Executive shall promptly return to Company any and all such information so requested by Company.
 
The provisions of this Section 5 shall not, however, prohibit Executive from disclosing to others or using in any manner information that:
 
 
(i)
has been published or has become part of the public domain other than by acts, omissions or fault of Executive;
 
Employment Agreement - Page 2

 
 
 

 
(ii)
has been furnished or made known to Executive by third parties (other than those acting directly or indirectly for or on behalf of Executive) as a matter of legal right without restriction on its use or disclosure;
 
 
(iii)
was in the possession of Executive prior to obtaining such information from Company in connection with the performance of this Agreement; or
 
 
(iv)
is required to be disclosed by law.
 
 
(b)
Non-Competition.  Executive agrees that he will not, for himself, on behalf of, or in conjunction with any person, firm, corporation or entity, either as principal, employee, shareholder, member, director, partner, consultant, owner or part-owner of any corporation, partnership or any other type of business entity, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any media publication publishing any sexually oriented industry publication (“Adult Entertainment Business”) or is in any business similar to or competitive with the Adult Entertainment Business presently conducted by the Company anywhere in the United States within a twenty (20) mile radius of any Adult Entertainment Business of the Company or any Adult Entertainment Business of the Company under construction, under contract, in development or leased by or to the Company, for a period of one year (the “Non-Compete Period”) from the termination of this Agreement.
 
Executive agrees not to hire, solicit or attempt to solicit for employment by Executive or any company to which he may be involved, either directly or indirectly, any party who is an employee or independent contractor of the Company or any entity which is affiliated with the Company, or any person who was an employee or independent contractor of the Company or any entity which is affiliated with the Company within the one year period immediately following the termination of this Agreement.
 
Executive acknowledges that he has carefully read and considered all provisions of this Agreement and agrees that:
 
 
(i)
Due to the nature of the Company's business, the foregoing covenants place no greater restraint upon Executive than is reasonably necessary to protect the business and goodwill of the Company;
 
(ii)
These covenants protect the legitimate interests of the Company and do not serve solely to limit the Company's future competition;
 
(iii)
This Agreement is not an invalid or unreasonable restraint of trade;
 
(iv)
A breach of these covenants by Executive would cause irreparable damage to the Company;
 
(v)
These covenants are reasonable in scope and are reasonably necessary to protect the Company's business and goodwill which the Company has established through its own expense and effort; and
 
(vi)
The signing of this Agreement is necessary as part of the consummation of the transactions described in the preamble.
 
Employment Agreement - Page 3

 
 
 

6.           

EXCERPTS ON THIS PAGE:

8-K
Jun 1, 2009
8-K
Apr 21, 2008

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