NONDISCLOSURE AND FAIR COMPETITION AGREEMENT
THIS AGREEMENT is made as of this day of , 2010, by and between OfficeMax Incorporated, a Delaware corporation
(OfficeMax), which term includes any affiliates and subsidiaries, and Ravichandra K. Saligram (the Executive).
In consideration of the mutual covenants contained herein, including without limitation OFFICEMAXs employing Executive, OFFICEMAX providing Executive with OFFICEMAXs confidential information
and trade secrets, OFFICEMAX providing training to Executive, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Confidential lnformation/Trade Secrets. OFFICEMAX shall provide Executive with certain OFFICEMAX confidential information and
trade secrets (Confidential Information). Confidential lnformation includes information about the business and affairs of OFFICEMAX including, without limitation, the names, addresses, price lists, purchasing histories and requirements
of customers and potential customers; location, region, and company financial reports and company financial data of any type; sales and service manuals and bulletins; cost information and patterns; floor plans and drawings of facilities; marketing,
merchandising, procurement, sales and other business strategies; transactional, acquisition and expansion plans; information regarding vendors, business affiliates and employees; and other similar information. Confidential lnformation shall also
include, without limitation, all letters, memoranda, notes, tables, spreadsheets, and other similar documents, whether in hard-copy or electronic form, created or generated by or on behalf of Executive using the information, or any part thereof,
described in the previous sentence. Executive recognizes that such information is the confidential information and trade secrets of OFFICEMAX, and agrees not to divulge such information to any person, firm, or institution except as such disclosure
is a necessary part of the performance of Executives duties and obligations for OFFICEMAX. Further, upon termination of employment with OFFICEMAX, Executive will continue to treat Confidential lnformation as private and privileged, and will
not, either for Executives own purposes or as an employee of or for the benefit of any other entity or person, use such information or disclose it to any person, firm, or institution. Confidential Information does not include any information
that is in the public domain or disclosed by someone other than Executive.
2. Return of Property. On termination of
Executives employment with OFFICEMAX, Executive will immediately surrender to OFFICEMAX, in good condition, all Confidential Information, as well as all letters, notes, memoranda, program design specifications, and all other similar items
which relate to customers or potential customers of OFFICEMAX that Executive obtained from OFFICEMAX files or databases, are supplied to Executive by OFFICEMAX, or generated by Executive from OFFICEMAX data and that are in Executives
possession, custody, or control wherever located including all reproductions or copies of such materials, whether in hard-copy or electronic form.
3. Noncompetition. In exchange for OFFICEMAXs employment of Executive, and its
agreement to provide Executive Confidential lnformation and training, for a period of 12 months after termination of Executives employment with OFFICEMAX, whether such termination is voluntary or involuntary (or for a period of 12 months after
a final judgment or injunction enforcing this covenant), Executive agrees not to, directly as an employee or indirectly as a consultant or contractor, without the prior written consent of OFFICEMAX, be employed in North America in the same or
similar capacity as Executive was employed by OFFICEMAX immediately prior to termination of employment, by another business entity or person for whom greater than 35% of its North American revenues are comprised of the direct sale or distribution of
office supplies, office furniture, technology-related office products or computer consumables actually sold by OFFICEMAX, print and document services, or related office products or services (a Competitor). The parties agree that the term
Competitor shall not include any business entity or person principally engaged in the manufacture and distribution of computer hardware, software, or peripherals.
In agreeing to this restriction, Executive specifically acknowledges the substantial value to OFFICEMAX of Confidential lnformation and Executives intimate knowledge of OFFICEMAXs business and
agrees that such constitutes goodwill and a protectable interest of OFFICEMAX.
4. Non-Solicitation. In addition to the
foregoing and not in limitation thereof, for all periods beginning upon the date hereof and ending 12 months after the date of Executives termination of employment with OFFICEMAX for whatever reason, Executive agrees that he/she shall not
directly or indirectly, for Executives benefit or on behalf of any other party (other than OFFICEMAX):
(a) solicit or
attempt to solicit any customer of OFFICEMAX for the purpose of selling, distributing, purchasing or obtaining office supplies, office furniture, technology-related office products or computer consumables actually sold by OFFICEMAX, print and
document services, or related office products or services. For purposes hereof, a customer of OFFICEMAX shall mean any person or business to whom OFFICEMAX sold or distributed greater than $50,000 of office supplies, office furniture,
technology-related office products or computer consumables, print and document services, or related office products and services during the last 12 months Executive was employed by OFFICEMAX.
(b) solicit or discuss potential employment opportunities with any employee of OFFICEMAX (other than for opportunities with OFFICEMAX) or
induce or attempt to induce any employee of OFFICEMAX to leave the employ of OFFICEMAX, or in any way interfere with the relationship between OFFICEMAX and any employee thereof without the prior express written consent of OFFICEMAX.
(c) offer, hire or cause to be offered or hired any person who was employed by OFFICEMAX at
any time during the 12 months prior to the termination of Executives employment with OFFICEMAX.
(d) induce or attempt
to induce any supplier, or other business relation of OFFICEMAX to cease doing business with OFFICEMAX or in any way interfere with the relationship between any such supplier or business relation and OFFICEMAX (including without limitation making
any negative statements or communications about OFFICEMAX).
5. Severability. In case any one or more of the terms
contained in Section 3, or in subsections (a), (b), (c), or (d) of Section 4 shall for any reason become invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other terms herein, but
such terms shall be deemed deleted and such deletion shall not affect the validity of the other terms of this Agreement. In addition, if any one or more of the terms contained in Section 3, or in subsections (a), (b), (c), or (d) of
Section 4 shall for any reason be held by a court of competent jurisdiction to be excessively broad or unreasonable with regard to duration, scope, or area, the terms shall be construed in a manner to enable it to be enforced to the maximum
extent permitted by applicable law, and any such court shall have the power to modify such term.
Executive understands that the breach of this Agreement will cause immediate, irreparable, and immeasurable injury to OFFICEMAX, and therefore agrees that in addition to any other rights OFFICEMAX has in order to enforce this Agreement, OFFICEMAX
shall be entitled to injunctive relief without bond or other security by any competent court to enjoin and restrain the breach of this Agreement.
7. Employment-at-Will. Executive understands that his/her employment with OFFICEMAX is at-will and that this Agreement does not affect Executives employment-at-will status. Executive further
acknowledges at any time and for any reason, Executive may resign his/her position or OFFICEMAX may terminate Executives employment, subject to OFFICEMAXs obligations under Executives Employment Agreement with OFFICEMAX, dated as
of October , 2010.
8. Assignment. This Agreement shall be freely assignable by
9. Survival. Any respective obligations of OFFICEMAX or Executive hereunder which by their nature would
continue beyond termination or resignation of Executives employment with OFFICEMAX will survive such termination or resignation.
10. Modification. This Agreement may not be modified orally, but only by a writing signed by the party against whom enforcement of any such modification is sought.
11. Integration. This Agreement expresses the entire agreement and understanding of
the parties and supersedes all prior, and contemporaneous oral, agreements, commitments, and understandings pertaining to the subject matter hereof.
12. Waiver. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement will not be construed to be a waiver of such provisions or of its
right thereafter to enforce such provision and each and every provision thereafter.
13. Governing Law/Venue. For
enforcement purposes, this Agreement shall be governed and construed according to the laws of the state of Delaware, without giving effect to any conflict of laws provisions. Executive irrevocably agrees to exclusive venue and submits
to jurisdiction in the United States District Court for the Northern District of Illinois, Eastern Division, or the state courts in DuPage County, Illinois, for any dispute arising out of this Agreement, and waives all objections to jurisdiction and
venue of such courts.
EXECUTIVE HAS READ THIS AGREEMENT and signs it with the understanding that the terms contained herein
are a condition of Executives employment with OFFICEMAX and (1) control Executives use of certain information and know-how during and after his employment with OFFICEMAX, (2) restrict Executives employment opportunities
upon termination of his employment with OFFICEMAX, and (3) restrict Executives ability to solicit customers, employees and suppliers of OFFICEMAX.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.