Non compete agreement

I am considering a job opportunity and my future employer is asking me to sign the following non-compete agreement. My question is can you review the agreement and let know how strong is the agreement to hold in court, and what are my options if I would leave the company to work for a competitor.

Agreement text:

NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

I, ____________________________________ (�Employee�), recognize that XYZ Corporation, a Delaware corporation (the �Company�) is engaged in a continuous program of research, development and production respecting its business, present and future. Employee recognizes that these programs represent valuable assets to the Company.

COVENANTS

In consideration of Employee�s employment and the compensation received by Employee from the Company from time to time, and in consideration of the mutual promises herein contained and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1. Definitions As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms defined):

1.1 �Affiliated Entity� means any entity which controls, is controlled by or is under common control of the principal entity.

1.2 �Affiliated Entity� means all trade secrets and proprietary and confidential information of the Company of whatever nature, in whatever medium whether now or hereafter developed, owned or acquired by the Company or the Company�s Parties, excluding, however, Excluded Information, and including without limiting the generality of the foregoing the following:

1.2.1 All data, information, ideas, know-how, show-how, knowledge, technology, formulae, processes, designs, inventions, developments improvements, drawings and/or equipment pertaining to the Company or its Affiliated Entities or to the business properties or affairs of the Company or any of its Affiliated Entities, including without limitation the identity of customers and prospective customers of the Company or its Affiliated Entities; agreements, arrangements, practices or policies of the Company or of its Affiliated Entities relating in any way to suppliers or sale or purchase of products or to design, research, improvement and development of actual or potential processes or products, or to pricing procedures and policies, costs expenses or profits and management or administration of business, whether or not any of the foregoing are patentable or copyrightable;

1.2.2 Any and all information and data with regard to which Employee receives oral or written notice that same is confidential, secret or proprietary; and

1.2.3 all data, information, ideas, know-how, show how, knowledge, technology, formulae, processes, designs, inventions, developments, improvements, drawings and/or equipment made, prepared, conceived, developed or devised by Employee, either jointly with others or alone, for or on behalf of the Company or the Company�s Parties.

1.3 �Company�s Parties� means individually and collectively the shareholders, directors, officers, employees, contractors, agents, representatives and Affiliated Entities of the Company or any one or more of the foregoing.

1.4 �Excluding Information� means that which at the time of disclosure is in the public domain through no fault of, or violation of law or breach of agreement, by Employee.

1.5 �Permitted Disclosures� means the uses of Confidential Information permitted by Section 4.

1.6 �Permitted Uses� means the uses of Confidential Information permitted by Section 5.

1.7 �Person� means any individual, corporation, partnership, other business entity or governmental entity.

Section 2. Prohibitions � Competition. Commencing with the date hereof and thereafter until the first (1st) anniversary of the termination of Employee�s employment with the Company for any reason, Employee will not, directly or indirectly, own any equity or proprietary interest in (except for ownership of shares of a publicly-traded company not exceeding five percent (5%) of any class of outstanding securities), or be an employee, agent, director, advisor or consultant to or for any corporation, business enterprise or any person engaged anywhere in the United States whether on its own behalf or on behalf of any person other than the Company in the design, production, manufacture, sale, marketing, promotion or distribution of a product or product lines functionally competitive with (I) any product or product lines of the Company heretofore or hereafter existing at any time prior to the termination of employment or (II) any product(s) of the Company that have been designed, manufactured or sold by the Company at any time prior to the termination of employment, or that have been in any stage of development by the Company at any time prior to the termination of employment, and Employee shall not assist in, manage or supervise any of the foregoing activities. Competitive companies will include but not be limited to the following: The Graham Companies, Crown Cork & Seal, American Bottlers Equipment Company, Hoppman Corp., and National Instruments.

Section 3. Prohibitions � Confidential Information. Employee shall hold all Confidential Information in confidence and shall not disclose, duplicate, communicate or transmit the Confidential Information to any Person except for Permitted Uses and shall not use or exploit any Confidential Information for any purpose other than for Permitted Uses.

Section 4. Permitted Disclosures. Subject to all other terms and conditions contained in the Agreement, the Confidential Information may be disclosed only to the extent necessary to use such Confidential Information for Permitted Uses.

Section 5. Permitted Uses. Subject to all other terms and conditions contained in the Agreement, the Confidential Information may be used only in furtherance of the goals and objectives of the Company as shall be authorized by the Company.

Section 6. Employee�s Obligations. Notwithstanding any right Employee may have hereunder to disclose or use the Confidential Information, Employee shall:

6.1 Preserve and protect the confidentiality of the Confidential Information consistent with the terms of the Agreement; and

6.2 Upon the request from time to time of the Company, shall immediately return any and all Confidential Information in documentary form and return or destroy, at the Company�s option, all copies and reproductions thereof in the possession of Employee; and

6.3 Employee shall not maintain any equitable interest, directly or indirectly, any entity that is involved in the utilization of the Confidential Information except such entities that have received the Confidential Information or any patent, trademark, copyright or other proprietary right with respect thereto or right to use invention covered thereby.

Section 7. Remedies

7.1 Employee will defend, indemnify and hold the Company harmless from and against any and all damages, claims, costs and expenses, including reasonable attorneys� fees, based on or arising directly or indirectly from the breach of this Agreement.

7.2 Due to the unique nature of the Confidential Information, and its importance to the success of the Company, Employee understands and agrees that the Company will suffer irreparable harm and sustain substantial damage to its business and goodwill in the event that Employee fails to comply with any of its obligations under this Agreement, and Employee agrees to accept liability for any such damages sustained by the Company and caused by Employee, including, without limitation, loss of profits, and agrees further that in addition to any other remedy which the Company may have at law or in equity, the Company shall be entitled to injunctive relief for breach of this Agreement by Employee.




Section 8. Duration.

8.1 Except as stated in Section 2, the obligations of Employee under this Agreement shall continue in perpetuity.

Section 9. Severability. In the event that any provision of this Agreement shall be determined by a court of competent jurisdiction to be unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

Section 10. Choice of Law. The laws of the state of Pennsylvania shall govern this Agreement and the interpretation thereof.

Section 11. Miscellaneous. No modification, termination or waiver of any of the terms and provisions hereof shall be binding upon the parties unless such modification or waiver is set forth in writing signed by each of the parties. Employee agrees to pay all costs and expenses, including attorney�s fees, incurred by the Company in enforcing the terms of the Agreement or breach thereof by Employee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of
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