Proprietary Information and Non-competition Agreement - West Group



AGREEMENT

THIS AGREEMENT is entered into in Eagan, Minnesota on this ____ day of ______________, ______ between ________________________________________ (hereinafter 'Employee'), an individual residing in ____________________, ____________________, and WEST GROUP (hereinafter 'Employer'), a Minnesota Corporation.

RECITALS

WHEREAS, Employer and its subsidiaries and affiliates, and Employer's parent corporation, The Thomson Corporation (hereinafter 'Thomson'), and its subsidiaries and affiliates, own and operate businesses which provide, among other products and services, information in print and electronic forms which is marketed under the names of Bancroft-Whitney; Banks-Baldwin; Clark Boardman Callaghan, Foundation Press; Information America; Lawyers Cooperative Publishing; The Rutter Group; and West Publishing; WESTLAW®, an online service that contains legal, financial and news databases, including Dow Jones Interactive; and CD-ROM libraries containing case law, statutes and other legal material; and

WHEREAS, Employee wants to become an employee of Employer, and to aid and assist Employer in the functions of and services rendered by these businesses; and

WHEREAS, in consideration of the employment and/or continued employment of the Employee, the mutual covenants and agreements contained herein, the sufficiency and adequacy of which Employee hereby recognizes, and any other or further consideration which may be or has been provided to Employee in conjunction with the execution of this Agreement (and which may be set forth in an Appendix hereto); and

WHEREAS, execution of this Agreement by Employee is an express condition of Employee's employment and/or continued employment by Employer;

THE PARTIES HEREBY AGREE AS FOLLOWS:

I. Proprietary Information

A. The parties hereby acknowledge the highly competitive nature of the business(es) in which Employer is or will be engaged, and that Employer owns and will own and uses and will use certain proprietary information (as defined below) in conjunction with its business which provides it with competitive advantages. Employee acknowledges that certain of said proprietary information, including proprietary information of Employer, its subsidiaries or affiliates or Thomson or its subsidiaries or affiliates, has been and will be disclosed to Employee and/or will be developed or partially developed by Employee.

B. Employer states that it wishes to secure and protect the secrecy and confidentiality of said proprietary information. Employee acknowledges that the secrecy and confidentiality of said proprietary information must be secured and protected for his or her own good as an employee as well as for the good of Employer and all other employees of Employer.

C. The parties further wish to provide for the ownership of, and other rights in, proprietary information which Employee has developed or helped develop during his or her employment to date by Employer, and which Employee may develop or help develop during his or her future employment by Employer, in accordance with Employer's long-standing policy with respect to the ownership of, and other rights in, proprietary information and the secrecy and confidentiality thereof.

D. For the purposes of this Agreement, 'proprietary information' shall mean any and all of the following matter and information: trade secrets; ideas, discoveries or inventions; formulas, specifications, patterns, or techniques; computations, software and computer programs, devices, processes, or operation methods; products or equipment, or new product developments, plans or improvements; customer information, lists or subscription lists; financial information or statements; sales or marketing information, plans or strategies; personnel information or new personnel acquisition plans; details of author or consultant contracts; pricing policies; projections; business acquisition plans; and other similar matter and information which Employer, its subsidiaries or affiliates, or Thomson or its subsidiaries or affiliates, own and will own and use and will use, and/or which is useful in those various companies' businesses. 'Proprietary information'' shall not include such matter and information to the extent that it is publicly known or becomes known to the public without violation of the terms of this or any other Agreement, or is generally utilized by other persons or entities engaged in the same business or businesses as Employer. Any failure to mark or designate proprietary information as 'confidential' or 'secret' shall not affect its status as proprietary information subject to the terms of this Agreement.

E. All proprietary information shall be the sole and exclusive property of Employer and Employer shall have all rights therein when said proprietary information is: (a) developed by Employee (alone, with fellow employees or with others) in whole or in part on Employer time, with Employer's materials or facilities and/or at Employer's expense, and/or (b) learned by Employee from Employer or from fellow employees. To the extent that Employee has developed or helped develop proprietary information during his or her employment with Employer to date, Employee hereby assigns and transfers any and all rights he or she may have therein to Employer. To the extent that Employee develops or helps develop proprietary information during his or her future employment with Employer, said proprietary information shall become the sole and exclusive property of Employer. Employee shall promptly disclose to Employer all proprietary information he or she develops in whole or in part during his or her employment by Employer, and, at Employer's request, shall do all things reasonably necessary in Employer's opinion to give Employer all property and other rights in said proprietary information and/or to maintain said rights. Employer need not pay Employee any royalty, fee or other amount above and beyond Employee's normal salary or wages for developing or helping to develop any proprietary information.

F. During the term of Employee's employment by Employer and thereafter, Employee shall keep all proprietary information strictly confidential, and shall not, directly or indirectly, disclose or reveal it to any third parties or use or seek to use it for his or her own financial benefit or for the financial benefit of any person or entity other than Employer; provided, however, that Employee may use said proprietary information in the come of properly performing duties assigned to him or her by Employer.

G. All notes, data, reference materials, sketches, drawings, memoranda, records and other similar material which mentions or in any way relates to proprietary information or Employer's business shall belong exclusively to Employer and shall be used by Employee solely in the course of properly performing duties assigned to him or her by Employer. Upon Employer's request or upon termination of Employee's employment with Employer, Employee shall promptly turn over to Employer all such material in his or her possession, custody or control.

II. Competition Restrictions

A. Employee acknowledges that it would be impossible for him or her to avoid disclosing, revealing or using proprietary information in violation of this Agreement in the event that he or she went into competition with Employer, or worked for or had any ownership interest in any of Employer's competitors. Accordingly, Employee shall not, during the term of his or her employment with Employer and for one (1) year after termination of such employment, (a) directly or indirectly go into competition with Employer, or (b) accept any job, employment or consulting work directly or indirectly with or for any of Employer's present or future competitors, or (c) directly or indirectly own or have any interest in any of Employer's present or future competitors; provided, however, that this shall not prohibit Employee fiom owning, as a passive investment, less than one percent (1 %) of the issued and outstanding shares of any class of stock of any publicly traded entity.

B. In the event Employee's employment is involuntarily or voluntarily terminated, and during the one (1) year non-competition period Employee wishes to obtain other employment, Employee agrees to meet and confer in good faith with Company prior to accepting such employment. Employee will provide Company with the name of any potential future employer and agrees to provide said potential employer with a copy of this Agreement and gives Company the right to provide a copy of this Agreement to said potential employer.

C. Workforce Protection. Upon leaving Employer and thereafter, Employee shall not seek to solicit any employee of Employer, its subsidiaries or affiliates, or Thomson, or its subsidiaries or affiliates, to terminate his or her employment and/or become employed by Employee or any other person or entity, nor assist any other entity or person in identifying for potential employment or recruitment any employee who is then employed by Employer, its subsidiaries or affiliates, or Thomson, or its subsidiaries or affiliates.

III. Standards of Business Conduct

A. Conflict of Interest. The term 'conflict of interest'' describes any circumstance that could cast doubt on an employee's ability to act with total objectivity with regard to Employer's interest. Employee will avoid any action or involvement which could in any way compromise his or her actions on behalf of Employer. Activities which could raise a question of conflict of interest include, but are not limited to, the following:

1. To conduct business on behalf of Employer with a member of the employee's family or a business organization with which the employee or a member of his or her family has a significant association, without first obtaining a written non-objection from an officer of the Employer.

2. To serve in an advisory, consultative, technical or managerial capacity for any non-affiliated business organization which does significant business with or is a competitor of Employer, without first advising his or her department head of such plans.

3. To accept any remunerated position outside Employer involving time when Employee could reasonably be expected to be working for Employer (for example, during the normal business day), or which interferes with the proper performance of Employee's duties.

4. To take advantage of any business opportunity which might be of interest to Employer.

B. Legal Compliance. Employee will strictly comply with all laws and regulations that are or may be applicable to Employer's business. While Employee will seek to minimize taxation of Employer, any tax or financial planning or activities which he or she undertakes will be fully in accordance with existing laws, practices and treaties. Under no circumstances shall Employee make any unauthorized copy of computer software or of any other copyrighted product.

C. Fair Competition. Any information about competitors' activities which Employee seeks shall be obtained solely in accordance with applicable laws. Under no circumstances should arrangements be entered into with competitors which affect market pricing or marketing policies. Employee will read Employer's Antitrust Compliance Guidelines, including the Antitrust Compliance Policy and Antitrust Compliance Directives contained therein, and agrees that he or she will not engage in, or permit those over whom he or she has supervisory responsibility to engage in, any activities that are contrary to said Policy or Directives. Employee will promptly consult with Employer's Antitrust Compliance Program Administrator as required by said Policy and Directives, and will promptly report all violations, suspected violations and potential violations of said Policy or Directives to the Administrator. Employee will not disparage competitors' products and, while Employer strives to exceed customers' expectations, Employee shall make only those claims for Employer's products and businesses which can be fully substantiated.

D. Use of Common Assets. Employee will use Employer's facilities, equipment, supplies and name only for conducting Employer's business or for purposes properly authorized by Employer's management.

E. Entertainment, Gifts, Favors and Gratuities. Employee will not grant or receive unfair or preferential treatment in his or her dealings on behalf of Employer, nor shall Employee engage in any actions which, if publicly disclosed, would create the impression of preferential treatment. In particular:

1. Employee will not accept gifts of cash, or cash equivalents, regardless of amount.

2. Employee will not accept gifts, services or consideration of any kind from suppliers. Employee may accept consideration which is deemed a common business courtesy and is of an insignificant or nominal value, but only with the approval of his or her department head.

3. Employee will give gifts, favors or entertainment to others at Employer's expense only if such items are consistent with accepted business practices and are of such limited value that they cannot be considered a bribe or pay-off, and then only with the approval of his or her department head.

F. 'Inside' Information. Canadian, U.K. and US. Securities regulations, which regulate transactions in corporate securities (stocks and bonds), impose severe sanctions against the use of 'inside' information in the purchase and sale of securities by officers and employees of a company for their own benefit and profit. 'Inside' information includes any important material fact which might be a factor in a decision to buy or sell a particular security. An 'insider' includes not only the employee, but the family members, friends, brokers or anyone to whom the information is communicated by the employee. 'Securities' include not only those of The Thomson Corporation, but also the securities of any company of which Employee has acquired important, non-public knowledge as a result of his or her employment. Specifically, Employee may not trade in the securities of any company which, to the best of his or her knowledge, is under consideration as an acquisition by TTC. If Employee has any doubts as to whether a contemplated securities transaction might be deemed a violation of the 'inside?' trading rule, Employee will request the opinion of the Thomson legal department.

G. Political Contributions. Employee will not make contributions to political parties on behalf of Employer without the approval of the Board of Directors of The Thomson Corporation.

H. Good Citizenship. Employee will assist Employer in acting as a good corporate citizen, and will consider the community interest in his or her decision-making. Employer supports community involvement and employee participation in charitable activities, where such activities will not give rise to potential unethical conduct. Employee agrees that, where unethical conduct or a conflict of interest may occur, he or she will request advice and counsel h m his or her department head.

IV. Term of Employment

Nothing contained in this Agreement shall create a contract of employment for any term, and insofar as this Agreement is concerned Employee's employment by Employer is terminable by either party at will. This means that either Employer or Employee may terminate the employment relationship at any time and for any reason, with or without cause.

V. Enforcement of this Agreement

A. In the event that any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall nonetheless be enforceable. Further, in the event that any provision hereof is held to be over-broad as written by such a court, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended. In the event that any of Employee's obligations hereunder are held by such a court to be over-broad with respect to duration, geographical scope or subject matter, such obligation shall be deemed amended to the maximum duration, geographical scope and subject matter allowable according to applicable law and enforced as amended.

B. This Agreement cannot be amended, altered, enlarged, supplemented, abridged or modified, nor can any provision hereof be waived, except by the mutual written consent of the parties. Failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision nor of the right to enforce such provision.

C. Because of the unique nature of the proprietary information defined above, Employee understands and agrees that Employer will suffer immediate and irreparable harm in the event that Employee breaches any of his or her obligations hereunder and that monetary damages will be inadequate to fully compensate Employer for such breach. Accordingly, Employee understands and agrees that Employer shall, in addition to any other remedies available at law or in equity, be entitled to injunctive relief to enforce the terms and conditions of this Agreement.

D. Employee shall be subject to, and agrees to submit to, the jurisdiction of any Minnesota court for the purpose of resolving any and all disputes or actions relating in any way to this Agreement. Employee may bring any action relating in any way to this Agreement only in Minnesota. This Agreement shall be govemed by and construed under the laws of the State of Minnesota.

E. The parties hereby consent to service of process on them in any action relating in any way to this Agreement by regular mail sent to their last known address.

F. If the issue of whether matter or information is publicly known or is generally utilized by other persons or entities engaged in the same business or businesses as Employer arises in any action between or involving the parties, the burden of proof with respect to said issue shall be upon Employee.

G. In the event there is any action between or involving the parties relating in any way to this Agreement, Employee shall be liable to Employer for Employer's attorneys' fees and costs incurred in connection with such action if Employer prevails on any issue.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

EMPLOYEE WEST GROUP

_______________________________ By _______________________________

Its _________________________