You have been offered a job by the Boulder Dry Company. The Director of HR has asked that you sign a two-page contract, which is displayed below.After you review that contract please answer the following eight (8) questions: Make sure to EXPLAIN your reasons as part of each answer.

Finally, would you sign the agreement as it is written? What issues would you raise during contract negotiations?

Tip: Be sure to answer each question!!!

1.Which party seems to have had the stronger bargaining position, and why?

2.Which specific provisions favor the employer?

3.Which specific provisions favor the employee?

4.The parties' main intentions in signing this contract were to protect the firm's confidential information and to explain how the CFO could use that information. Which provisions are related to those two purposes?

5.Which provisions seem entirely unrelated to the main purposes? Why are these other provisions included in the contract? What do they do for the parties?

6.What terms in the contract do you find difficult to understand?

7.As a potential employee being asked to sign this agreement, what concerns might you have?

8.If after one year the employee resigns from Boulder Dry, what provisions of this contract should the employee have reviewed before resigning because they would affect his or her future? When leaving the company, what actions would the employee take to ensure that he or she was in compliance with all obligations?

EMPLOYEE NONCOMPETITION AND NONDISCLOSURE AGREEMENT In consideration of my employment or continued employment, with Boulder Dry (the "Company"), and the compensation received from the Company, I hereby agree as follows: 1. Proprietary Information and Inventions: I understand and acknowledge that: A. The Company is engaged in research, development, production, marketing, and servicing. I am expected to make new contributions and inventions of value to the Company as part of my employment. B. My employment creates a relationship of trust between the Company and me with respect to information that may be made known to me or learned by me during my employment. C. The Company possesses information that has been discovered or developed by the Company that has commercial value to the Company and is treated by the Company as confidential. All such information is hereinafter called "Proprietary Information," which term shall include, but shall not be limited to, systems, processes, data, computer programs, discover- ies, marketing plans, strategies, forecasts, new products, unpublished financial statements, licenses, and customer and supplier lists. The term "Proprietary Information" shall not include any of the foregoing that is in the public domain. D. All existing confidential lists of customers of the Company, and all confidential lists of customers developed during my employment, are the sole and exclusive property of the Company and I shall not have any right, title, or interest therein. 2. Ownership of Proprietary Information: All Proprietary Information shall be the sole property of the Company, including patents, copyrights, and trademarks. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information. Both during and after my employment, I will keep in strictest confidence and trust all Proprietary Information. I will not use or disclose any Proprietary Information without the written consent of the Company, except as may be necessary in performing my duties as a Company employee. 3. Commitment to Company and Other Employment: During my employment, I will devote substantially all of my time to the Company, and I will not, without the Company's prior written consent, engage in any employment or business other than for the Company. 4. Documentation: Upon the termination of my employment, I will deliver to the Company all documents, computer programs, data, and other materials of any nature pertaining to my work with the Company. I will not take any originals or reproductions of the foregoing that are embodied in a tangible medium of expression. 5. Disclosure of Inventions: I will promptly disclose to the Company all discoveries, designs, inventions, blueprints, computer programs, and data ("Inventions") made by me, either alone or jointly with others, during my employment. Inventions include by definition those things that are related to the business of the Company or that result from the use of property owned, leased, or contracted for by the Company. 6. Ownership of inventions: All Inventions shall be the sole property of the Company, and the Company shall be the sole owner of all patents, copyrights, trademarks, and other rights. I assign to the Company any rights I may have or acquire in such Inventions. I shall assist the Company to obtain and enforce patents, copyrights, trademarks, and other rights and protections relating to Inventions. This obligation shall continue beyond the termination of my employment, but the Company shall com- pensate me at a reasonable rate after my termination. 7. Other Agreements: I represent and warrant that this Agreement and the performance of it do not breach any other agreement to which I am a party. I have not entered into and shall not enter into any agreement in conflict with this Agreement. 8. Use of Confidential Information of Other Persons: I have not brought and will not bring with me to the Company any materials or documents of an employer or a former employer that are not generally available to the public. If I desire or need to use any materials from a prior employer, I will obtain express written authorization from such employer. 9. Restrictive Covenant: I hereby acknowledge my possession of Proprietary Information and the highly competitive nature of the business of the Company. I will not, during my employment and for three (3) years following my termination, directly or indirectly engage in any competitive business or assist others in engaging in any competitive business. I understand that this Section is not meant to prevent me from earning a living. It does intend to prevent any competitive business from gaining any unfair advantage from my knowledge of Proprietary Information. I understand that by making my new employer aware of the provisions of this Section 9, that employer can take such action as to avoid my breaching the provisions hereof and to indemnify me in the event of a breach.10. Agreement Not to Solicit Customers: During the course of my employment and for a period of three (3) years following my termination, I will not attempt to solicit any person, firm, or corporation that has been a customer account of the Company. 11. Remedies: I acknowledge that a remedy at law for any breach or threatened breach of the provisions of this Agreement would be inadequate. I therefore agree that the Company shall be entitled to injunction relief in addition to any other available rights and remedies in case of any such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available for any such breach or threatened breach. 12. Assignment: This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor(s) of the Company, whether by reorganization, merger, consolidation, sale of assets, or otherwise. Neither this Agreement nor any rights or benefits hereunder may be assigned by me. 13. Interpretation: It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible. Accordingly, if any provision of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted. Such deletion will apply only to the deleted provision in the particular jurisdiction in which such adjudication is made. If any provision contained herein shall be held to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing it so as to be enforceable. 14. Notices: All notices pursuant to this Agreement shall be given by personal delivery or by certified mail, return receipt requested. Notices to the Employee shall be addressed to the Employee at the address of record with the Company. Notices to the Company shall be addressed to its principal office. The date of personal delivery or the date of mailing any such notice shall be deemed to be the date of delivery thereof. 15. Waivers: Any waiver of breach of any provision of this Agreement shall not thereby be deemed a waiver of any preceding or suc- ceeding breach of the same or any other provision of this Agreement. 16. Headings: The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning hereof. 17. Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Hampshire. 18. No Employment Agreement: I acknowledge that this Agreement does not constitute an employment agreement. This Agreement shall be binding upon me regardless of whether my employment shall continue for any length of time and whether my employment is terminated for any reason whatsoever. This is true whether my employment is terminated by the Company or by me. 19. Complete Agreement, Amendments, and Prior Agreements: The foregoing is the entire agreement of the parties with respect to the subject matter hereof and may not be amended, supplemented, canceled, or discharged except by written instru- ment executed by both parties hereto. This Agreement supersedes any and all prior agreements between the parties hereto with respect to the matters covered hereby. Date: Employee