Memorandum

MEMORANDUM

To: You, Highly Trusted and Valued Employee

From: His Excellency, The BOSS

Re: Solutions for Problem

I have learned that our most nefarious and irritating competitor, Possum Propane, hired one of our

former employees. This employee recently left our employment claiming that she wanted to explore

another line of work (something about finding her inner spirit as a mystic fortune teller); but, now, a few

months later she is working for our vile bottom feeding competitor. Possum's Propane. I do not want

that despicable Possum outfit to be able to hire this person to work for them - or for anyone else in the

propane business to be able to do so for that matter. She signed the accompanying documents when

she worked for us. You may recall that she had been working for us about 5 years before we came up

with these documents to protect us from situations like the present. She did not have a contract of

employment when she started working for us; she was an at will employee. All employees, then and

now, must sign such documents if they want to keep their jobs.

1. Can Possum Propane hire her?

2. If so, would her duties with them be limited in any way?

3. Are the provisions of these documents enforceable?

4. Could we sue both Possum Propane and her to enforce the covenants (Possum did not sign

these documents)?

5. What relief could we possibly be able to obtain from a court based upon these documents.

6. She has friends who still work with us. We think she has been trying to entice them to follow

her and work for Possum; any limitations there? Can she help Possum recruit our employees?

7. She knows all our customers and our proprietary pricing formula. Can she help Possum sway

our customers to switch to Possum?

8. Can she divulge our pricing formula to Possum to help them beat us in the market?

Having received your education at Texas A & M University-Commerce in the College of Business I

know you are the sharpest mind in our company and can help us find a way to prevent Possum

Propane from exploitation in this situation. There could be a substantial bonus in store if you can

stop this raid upon our company. Oh, I need a legal memo (citing statutes or case law) on my desk

within the week.

The memorandum should be in proper form and be not less than 300 words in length. It should delve into the appropriate standard to be applied the courts in the trial of such a matter.

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See these links for further clarification on writing a legal memo:

http://www.ualr.edu/cmbarger/SAMPLE MEMQ.HTML

http://www.chessconsulting.org/financialaid/sample01.htm

http://chervl5tephens.com/professional/communication/OrRanization.pdf

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I* "M F "R C Y CONFIDENTIALITY AND A -L^ -C/JVVj 1 Nni>j_snT.irrTATTn\ A run?i?n.NON-SOLICITATION AGREEMENT '.PflflPAHE

•COMPM?

This is an agreement ("Agreement") between VcViv^o^CXi t̂•X5L^X ("Employee"). and Inergy Propane, LLC d/b/a Independent Propane Company ( C o m p a n y ^ - Note to Employee; You should read this agreement carefully mid get answers to any questions you have before signing.

In view of the nature of the Employee's job duties, the Employee acknowledges that he or she and the Company have and/or are entering into a relationship of trust and confidence in which, during the course of his or her employment, in reliance upon the Employee abiding by the terms set forth in this Agreement, the Company has given and/or will give the Employee access to and use of Confidential Information (as defined below), end the Employee has gained and/or wil! gain an intimate knowledge of the Company's business including a close, persona! and special influence with the Company's customers, which customer relationships the Company entrusts to the Employee arid expects die Employee to promote.

In this respect, fulfilling the obligations of this Agreement is part of the Employee's job responsibilities for which he or she has been retained as an employee and for which he or she has and/or will receive consideration in the form of his or her employment, compensation, and any promotions or compensation increases which he or she has or may in the future receive, as we!! as the specialized training the Company has provided and/or will provide to the Employee concerning the products, services and business operations of the Company, as the Company deems appropriate for the Employee's position with the Company.

As such, the Employee and Company agree to the following;

A. CONFIDENTIALITY

1. Definition of Confidential Inforninfioq -- "Confidential Information" means any information or dale used by or belonging or relating to the Company thst is- not known generally to the industry in which the Company is or may be engaged (whether written, oral, in electronic form or committed to memory), including without limitation, any and all of the following:

» Customer information and customer lists (including past, present and prospective customer names, addresses, directions, phone numbers, delivery preferences, schedules, renewal dates, volume and usage patterns, types of appliances, credit experiences and payment habits)

• Pricing information and price lists (including product costs and margins)

» Employeeinformation (including names, job duties, pay, and benefits)

• Financial information

• Training methods or materials

• Trade secrets, processes, procedures or standards, and know-how

• Business strategics (including acquisition strategies), records, marketing plans, proprietary data and information relating to the Company's past, present or future business and products

• Information or data t h a t the Company advises Employee should be treated as confidential information

• Information not generally known or readily loiowablc by people outside the Company that gives the Company an advantage over its competitors

Confidential Information does not include any information that: (i) is rightfully known to Employee prior to Employee's employment witb the Company or ils predecessor, and independent of any disclosure or access l o t h e information via the Company as evidcnccd~by Employee's written records; or'(ii)f is or later becomes part of the public domain and known within the relevant industry through no faultof Employee.

T f»*0f AN£, LIC 0/IV'* iNOtrSNWMT PtOCANH OOMTAKT • CONFIOEWTlAurr AND NON-SOUCITATIOM AGREEMENT - ItFV. 6/07 t PACS 1 OF 1

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2, Prohibited Activities - The Employee acknowledges thnt during the term of his or her employment by the Company (he Employee may develop or have access to and knowledge of certain information and data that the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As such, the Employee acknowledges and agrees that he or she owes a duty to the Company not to disclose any Confidential Information and agrees that, during End after the term of his or her employment by the Company, without the prior written consent of the Company, the Employee will not:

• Communicate, publish or disclose, to any person or entity anywhere, or remove from the Company's premises, or use (for the Employee's own benefit or Ihe benefit of others), any Confidential Information for any purpose other than carrying out the Employee's duties on behalf of the Company; or* '

• Permit any Confidential Information to be read, duplicated, downloaded or copied by or for any unauthorized person or entity;

and further, the Employee will:

• Use his or her best efforts at all times to hold in confidence and to safeguard the Confidential Information to ensure that any unauthorized persons or entities do not gain possession of any Confidential Information, for instance, keeping customer lists in a secured or locked location and not leaving them out, and returning to the Company old customer lists when a new list is obtained; and

• Return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will return all such Confidential Information immediately upon termination of the Employee's employment for any reason and will not retain any copies thereof.

The Employee acknowledges that he or she is obligated to protect the Confidential Information from disclosure or use even after termination of this Agreement.

OwncMhipmjn.hlmC.|onindeiv|ial Information - The Company paid valuable^ consideration for the Confidential Information and/or paid to develop the Confidential Information end, without limiting anything in Sections A.I. and A.2., the Employee acknowledges and agrees that the Confidential Information is the property of the Company and a valuable asset to the Company, and the Company will at all times remain the owner of all lists, reports, records, manuals, maps, notes, files, data, letters, memos, drawings, charts, graphs, analyses, copies, and other documents, and computer files, disks, programs, video tapes and other storage materials and devices, and similar items, made or put together by the Employee, made available to him or her, or otherwise coming into his or her possession, incorporating in whole or in part any Confidential Information.

3.

B. NON-SOLICITATION OF EMPLOYEES AND CUSTOMERS

Non-S.olicit a tiQg_o_f Employees - During his or her employment with the Company and for a period of one (I) year after termination of his or her employment for any reason, the Employee will not induce any other person or entity to, and will not on his or her own behalf or on behal f of any other person or entity, employ, solicit, seek to hire, or offer employment to any person who worked at any time during the two (2) years prior to Employee's last day of employment, at any of the Company's locations where the Employee worked or which the Employee managed, nor will the Employee in any other manner attempt to influence, induce or encourage any such person to terminate his or her employment with the Company.

INERCY PKOPANI, » Cwfii>Ef«iAi.mr ANW NON-SOLICITATION AG REV. 6/02 • PACE 2 OF 4

2, Value of the Comimny's Customers - The Employee acknowledges that, in the highly competitive industry in which the Company is engaged, personal contact is of primary importance in securing new and retaining current customers. The Employee also acknowledges end agrees that the Company has a legitimate interest in maintaining its relationships with its customers and that it would be unfair for the Employee, after his or her employment with the Company is terminated for any reason, to solicit the business of the Company's customers and exploit the personal relationships which he or slie developed with the Company's customers in connection with his or her employment with the Company,

3. Non-Solicitation of the Company's Customers - For a period of two (2) years after termination of his or her employment for any reason, the Employee will not solicit or divert, or attempt to solicit or divert, in competition with the Company, the business of any person or entity located within fifty (50) miles of any of the Company's locations at which the Employee worked duritig the two (2) years prior to tlw Employee's last day of employment, who was a customer of the Company at any time during the twelve (12) month period prior to Employee's last day of employment, or who was solicited by or received a proposal from the Company during the six (6) month period prior to the Employee's last day of employment with the Company.

C MISCELLANEOUS

1, Violation - The Employee acknowledges and agrees that, if he or she fails to abide by the obligations of this Agreement during his or her employment, he or she may be disciplined up to and including termination of employment. The Employee further understands that a violation of this Agreement, whether during or after the Employee's term of employment, rimy result in irreparable harm to the Company, and as such, in addition to any other remedies available to it, the Company will be entitled to seek and obtain injunctive or equitable relief (including orders prohibiting violations of this Agreement), enjoining or restraining the Employee and any other person or entity agting in concert or participation with the Employee. In any legal proceeding in which the Company obtains injunctivc or equitable relief or damages against the Employee or any other person or entity acting in concert or participation with the Employee, arising out of the violation of this Agreement, the Company shall be entitled to recover from the Employee its reasonable attorneys' fees and costs. Any failure by the Company to insist on or enforce the Employee's compliance with this Agreement will not constitute a waiver by the Company of its rights under this Agreement.

2. Competition and Future Employment - The Employee acknowledges and agrees that the obligations in this Agreement continue.ailer his or her employment with the Company is terminated for any reason, but will not prohibit the Employee from competing with the Company QS long as he or she honors all of the terms of t'ais Agreement Additionally, nothing in Ihis Agreement wil! prevent the Employee, following termination, from using skills and knowledge of a general, non-confidential nature gained while employed by the Company. The Employee agrees to notify his or her prospective and actual employers of this Agreement, and authorizes the Company to disclose and provide a copy of the Agreement to any prospective or actual employer. The Employee further acknowledges that, if the Company believes that he or she is not honoring the Agreement after his or her termination for any reason, the Company may notify his or her new employer, demand that the Employee honor the Agreement, anoVor file a court action against the Employee and his or her employer io enforce the Company's rights.

3. RinploymenLAt Will - Nothing contained hi this Agreement will be construed as impairing the right of the Company or the Employee to terminate "at will" the Employee's employment with the Company,

4. Miscellaneous Provisions - Except for the Company's employee handbook, if any, which shall be unaffe.ctcd.by this Agreement, this Agreement constitutes the entire agreement between the Employee and the Company regarding the Confidential Information, the Employee's non-solicitation obligations,

I N E S C Y PROPANE. LLC D/B/A INDEPEWOSNT PROrANE CCMI'AHY * CDWIMMIHUTV A N D NON-SOLICITATION A&ftEEMSWT - Rf.V. 6/02 I PAGE 3OM

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and the Employee's post-employment obligations related to the matters set forth in (Kis Agreement, and cannot be modified except in a writing signed by the Employee and aa officer of the Company, This Agreement supercedcs any prior agreement regarding the matters set forth in this Agreement, except that the parties will continue to be bound with respect to all matters arising during the term of such prior agreement. This Agreement will remain in full force and effect in the event that the Employee changes position or work location with the Company, or takes a leave of absence. If any provision of this Agreement shall be determined to be invalid or unenforceable to any extent, the parties authorize the court to modify it to the extent necessary to make the provision enforceable, and such invalidity shall not impair the operation of or affect the remaining provisions. Headings and formatting in this Agreement are for convenience only and do not alter the terms or meaning of the Agreement. This Agreement shall be construed in accordance with the laws of the State in which the Employee's assigned Company branch location is located, without reference to that State's choice of laws rules. All communications under this Agreement shall be sent by Bonified mail, return receipt requested, postage prepaid to the addresses set forth below the signatures to this Agreement. This Agreement is personal and not assignable by the Employee but it mey be assigned by the Company without notice io or consent of the Employee to, and shall thereafter be binding upon and enforceable by, any subsidiary or affiliate of the Company, or any person or entity that shall acquire or succeed to substantially all of the business or assets of: (a) the Company, (b) the branch location at which the Employee then is or has been assigned, or (c) any of the Company locations which the Employee has managed (and such person or entity shall be deemed included in the definition of the "Company" for all purposes of this Agreement) but is not otherwise assignable by the Company. In the event that either party hereto brings any legal action or other proceeding to enforce or interpret any of the rights, obligations or provisions of this Agreement, or because of a dispute, breath or default in connection -with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees and all other costs in such.action or proceeding in addition to any other relief to which such prevailing party may be entitled.

Tite Employee acknowledges that he or she has read nnd understands this Agreement, believes it to be reasonable, and Is signing it voluntarily. The Employee recognizes that the terms of this Agreement will not prevent him or her from working for another propane company so long as he or she adheres to the terms of this Agreement. The Employee further recognizes that this Agreement may be enforced against him or her by a court of law or equity. The Employee acknowledges receiving a copy of this Agreement

To show their acceptance and acknowledgement of this Agreement, the parties have signed below on this

COMPANY:

INERGY PROPANE, LLCd/b/a INDEPENDENT PROPANE COMPANY

•Signature:

Printed Name; 6 .̂4

Title; 7??

EMPLOYEE:

Signature:

Printed Name: *T\\ /; si A < v ^ V

Signed At (Branch); _Yv v.V>.O„ -VM r \ r.

Home AddiessL! 5605 N. MacAnhur Blvd., Suite 650 Irving. Texas 7S038

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INDEPENDENT PROPANE COMPANY

NON-DISCLOSURE AGREEMENT

This is an agrwmem Uwccn you qnrt Independent Propwt Company in which you agr« 19 protect the Company's track secrets end Confidential information both dunsjg and after your employment with tilt Company, "Company" means Independent Propane Company, its subsidiaries, and the companies whose assets or siocl: ownership hsvt been purchased by Independent Propane Company. You should read this agreement carefully and get answers to any questions you may have before s'snf :ig.

AS a condition to, and in consideration of, my employment or continuing employment, I agree that;

1. Dvrfnfi: my employment with the Cnnrpariy, Ihave been or will be told, shown, or givso infcm-ation of a confidenHal native, and I hare learned or may learn certain trade cocrets of the Company, Both during and after r&y employment, I will nOi use for nay persons! benefit any trade secrete or confidential tnforniation about the Company's business. Nor will I tdl or show Company trade secrets or confidential information to people outside the Company- A "tr.ide secret" includes ell information that is MO! generally known or re adily knvwvfefo by paoptc outside îe Company that gives the Company s competitive advantage over its competitors, "Confitaial information" metns all InfotTnab'on about the Company, including trada scores. which is not publicly available.

> Among otiiw things. I uedwsrond thai the Company ha« devotad it'a money «nd lime to acquire, develop, and uefva its customers, and that the idwtity and lacations of (he Company's cuitomera and rj» customer lirfs or? trade jscrvts and ex/wnw-'/v confidential,

> Sq, too, trt pricing information; marketing u'^ operational stj-atogies and plans; processes: computer progrems; kno\v-hcw nnd technical informaxion,

> Also, I understand that -the Compuiy's plan to grow- by acquiring other companies is public iafonmaiion, .but the idenlsty of pooaiblc acquisition c&ndidaies is nol publia knowledge. My disclosti^ of such possible acquisitions, or the natum or sumir. uf negotianonfl with other companies may severely dimsgo Uic Compscy, as well as the employees and ovmors ofthose other conpanits, 77i«se fdn& of Information o/v trade secrets and extivmefy confidential

2. I wHluscmybcstflftottSKl safeguard tradtsfiereis and confideQri»Unfomyitioiit both during and ftficrmy- employment with {he Company. If I fail or neglect to do so during my employment wirh the Company, L understand that I may be discipllwd, up to and including termination of my employment rith ib$ Company. TWsobKgation (o saieguard the disclosure or use of confidential iiiformation snd trade setrcts, continues jtftef my employment with the Comptny, However, it shall not prohibit 1*13 from compcKiig with ihft Coinpany as long sc I ca&#mrd such confidential infonnation md trade secrets, and Jo not use them for ray own benefit of tht benefit of otheva. And, nothing in this asreemenl will prevent me, afitr my crapIoyir.enT with [he Company ends, from using skills and knowledge cf a general naiv-conficlefllial nature s&'mcd while I \vttA employed by tbs Company.

> If the Company believes that I am no! honoring my agroflment to safogunrti it's trtdft socrew and confidenttej information after my employment witK the Company, I uniitrstand iht Company may notifV my new employer, demand that 1 honor my agreement with ihe Company, or file a court action against me and my employer w-erifotso iis rifiUts.

1 a^r«fl to return 10 die Company till documents, computer disks. vi<3eo tapee, aiirf other storage materials or devicf s containing or referring to trade secrets and confidcnhal information in my possession or under my control at (he snd of my employment.

FMrt : EUTrt-E tyx

- on the sUhject oicoofwtaui.1 iafonurtion rndtr-dr imat. This

uig during is* tcmi of ih« pr«-flous agreement.

[Zip C*l»>

MROYEB

BY; Authorized Signer

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