so furnished Representative is and will remain the property of Company. Representative recognizes and agrees that said sales aids and other property furnished him have been carefully developed by Company over long periods of time at great cost and expense; that because of Company's great expenditures for research and development and for exclusive merchandising tools and methods, great loss and damage will result to Company if said sales aids or other property should fall into the hands of unauthorized persons; that failure to return same in the event of the termination of his employment will cause great loss and damage to the Company; that such loss and damage is difficult, if not impossible to compute. Accordingly, in the event Representative's employment is terminated for any reason, or no reason, Representative agrees to return all such property to Company at its main office, freight collect, and that in the event he fails or refuses for any reason, or no reason, to so return said sales aids and other property to Company, as herein agreed to he will pay to Company at its principal office the sum of $ 500.00 as liquidated damages and not as a penalty for breach of terms and provisions of this Paragraph.
10. This contract shall be construed under and governed by the laws of the STATE OF TEXAS.
11. The provisions of this contract shall be fully applicable whether Representative is employed by Company, or by any of its subsidiaries, affiliates, successors or associated companies, it being understood and agreed that this Agreement may be assigned without notice at any time and from time to time by Company to or by any of its subsidiaries, affiliates, successors or associated companies. In the event of such an assignment, any such Company to which the Agreement is assigned shall automatically be substituted for the Company executing this Agreement for all intents and purposes and to the same extent as if such assignee were the Company executing this Agreement.
IN WITNESS WHEREOF, Representative has herewith affixed his hand and seal and Company has caused this Agreement to be executed by a duly authorized officer, on the day and year first above mentioned.
NATIONAL CHEMSEARCH CORPORATION OF NEW YORK
By Leonard Rosenberg COMPANY Alfred L. Bogatin (Seal) REPRESENTATIVE
And now, this 21st day of August, 1964, upon motion of plaintiff for preliminary injunction, and upon due consideration of the evidence and the arguments of counsel for the parties, it is ordered, adjudged and decreed that a preliminary injunction be issued as follows:
1. Enjoining defendant Bogatin, for a period of one (1) year from the date hereof, from:
(a) Soliciting or selling, or attempting to solicit or offer for sale for himself or on behalf of any other person or entity, whether directly or indirectly, any disinfectants, soaps, cleaners, chemical specialties, insecticides, degreasers or sanitary supply or floor maintenance materials or equipment within the area of Mifflin, Juniata, Perry, Cumberland, Franklin, Adams, Huntingdon and Fulton Counties, all within the Commonwealth of Pennsylvania;
(b) Directly or indirectly, for himself or any other person or entity, soliciting, diverting, taking away or attempting to take away any of the customers of Chemsearch or its successors or affiliates or the business or patronage of such customers within the aforesaid territory;
(c) From directly or indirectly engaging in or acting as a sales agent or broker for the products of or advisor or consultant to any person or other entity engaged in or about to become engaged in the manufacture of the products referred to in paragraph (a) hereof within the aforesaid territory insofar as any such advice, consultation, sales agency or brokerage relates in any way to sales in, customers in, or salesmen selling in the territory referred to in paragraph 1(a).
2. That defendant Bogatin be enjoined preliminarily during the pendency of this action from delivering to Madison Chemical Corporation or any person other than plaintiff, National Chemsearch Corporation of New York, Inc., any customer lists of Chemsearch or copies thereof, or from communicating the contents or parts thereof to any such persons, whether directly or indirectly.
3. That defendant Madison Chemical Corporation be enjoined preliminarily, for a period of one (1) year from the date hereof, from inducing Bogatin, conspiring with Bogatin, directing Bogatin, or in any way participating with Bogatin, either directly or indirectly, in any violation of the restrictive covenant between Bogatin and Chemsearch dated February 9, 1962, or of paragraph 1 of this injunction. Provided, however, that nothing herein shall prevent Madison Chemical Corporation from making sales of products in the territory referred to in paragraph 1 hereof so long as Bogatin shall have no connection, either directly or indirectly, with such sales or solicitation or with the customers within said territory which are solicited or sold or as a sales agent, broker, advisor or consultant to Madison or any of its officers or employees who sell in said territory in connection with any of such customers or solicitations or sales within said territory.
4. That defendant Madison be enjoined preliminarily during the pendency of this action from directing or inducing Bogatin to reveal to it, or soliciting from or receiving from Bogatin, or using in any way, the customer lists of National Chemsearch Corporation of New York, or any copy thereof, or the contents or any part thereof. Madison is further ordered to return to Chemsearch within ten (10) days from the date hereof any such lists or parts thereof which shall have been delivered to Madison by Bogatin prior hereto.
This preliminary injunction is issued upon condition that plaintiff file a bond in the sum of Ten Thousand Dollars ($ 10,000.00).