As consideration and as a condition precedent to continued employment with KAFF HOMECARE INC. (“KAFF”), the undersigned, hereinafter referred to as “Employee,” agrees to be bound as follows:
Covenant of Non-Competition
At all times during the Employee's employment and for one (1) year after termination of employment with KAFF, Employee agrees not to directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in the business of, whether as a proprietor, partner, director, officer, joint venturer, investor, lessor, representative, lender, guarantor, or other participant, for any business, individual or entity engaged in providing home health care/home care or any other services for which KAFF provides, including any entity employing personnel in any similarly situated position as that held by the Employee with KAFF, within fifty (50) miles of any Corporate or Branch Office of KAFF.
Covenant of Disclosure
Employee agrees that to the extent that he or she, directly or indirectly, including through any relationship with the employee's spouse, parent or children, in one or a series of transactions, owns, manages, operates, controls, invests or acquires any interest in, or otherwise engages or participates in the business of, whether as a proprietor, partner, director, officer, employee, joint venturer, independent contractor, consultant, investor, lessor, agent, representative, lender, guarantor, or other participant (collectively referred to as a “relationship”) in any business, individual or entity engaged in providing home health care/home care or any other services for which KAFF provides, including any entity employing personnel in any similarly situated position as that held by the Employee with KAFF, agrees to disclose the relationship within five (5) business days to the Officers of KAFF. Disclosure of such relationship does not waive any right of KAFF.
Covenant of Non-Solicitation
At all times during the Employee's employment and for one (1) year after termination of employment with KAFF, Employee agrees that he or she will not engage in solicitation of KAFF's clients or patients, whether past or present clientele or patients, and further agrees not to solicit or recruit, directly or indirectly, any employees of KAFF, nor encourage employees in the employment of KAFF to breach the terms of their agreement with KAFF.
Covenant of Non-Disclosure
The term “confidential information” as used in this agreement includes but is not limited to records, lists and knowledge of KAFF's customers, suppliers, methods of operation, processes, trade secrets, methods of determination of prices, business plans, budgets, financial condition, profits, sales, net income, and indebtedness, as the same may exist from time to time in any form, media or format. Employee agrees that he or she shall not, at any time from and after the date hereof, in any manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, corporation, or other entity, or use for his or her own benefit or for the benefit of any person, firm, corporation, or entity and not for the benefit of KAFF, any confidential information of KAFF, without the express prior written consent of an authorized officer of KAFF.
The Employee further agrees to disclose to KAFF within two (2) business days the existence of all KAFF data, in any form, that is stored on his or her personal computer or other equipment including cellular phones, personal data assistants, USB drives, CD/DVD or other medium. Following disclosure, upon request of KAFF, the employee agrees to immediately and irrevocably destroy or deliver it as directed by KAFF.
Covenant of Non-Disparagement
At all times during the employee's employment and after termination of employment with KAFF, employee further agrees that he/she shall not, at any time, make, directly or indirectly, any oral or written public statements that are disparaging of, or are intended to disparage, discredit or injure KAFF, any products or services KAFF offers, or any of its shareholders, partners, affiliates, successors, assigns, including any of its present or former officers, directors, partners, agents or employees.
The employee further agrees that he/she will not make any statements or engage in any conduct that would in any manner harm KAFF or its shareholders, board of directors, officers, employees or other assigns' reputation, relationships and goodwill with its customers, suppliers, employees or others having business dealings with KAFF, during Employee's employment and after termination of employment with KAFF.
Use of KAFF Homecare Equipment / Property
The Employee agrees not to, directly or indirectly, copy, take, or remove from KAFF premise(s) any of KAFF's books, records, customer lists, or any other documents, data, or materials. The Employee understands that all equipment issued for use by its employees, either directly or indirectly, is and irrevocably remains the sole and exclusive property of KAFF. The Employee agrees not to use a personal computer, electronic equipment or media including USB drives, CD/DVDs or hard drives in conjunction with KAFF equipment. Employee agrees not to install any unauthorized computer programs upon KAFF computers, and agrees not to use KAFF equipment to surf, download, navigate or peruse the internet for any personal purpose, without express permission of KAFF. As a condition of employment, upon termination of employment, the Employee agrees to return all equipment and property of KAFF, including but not limited to computer equipment, cellular phones, global positioning systems, books, records, customer lists or any other document or material, to KAFF within two (2) business days of termination of employment. The Employee also agrees to be liable to KAFF for any equipment and property that is not returned to KAFF.