2. Compliance Programs. The Employee will at all times while employed with theCompany comply fully with the Company’s “Guidelines of Company Policies and Conduct” and any othercompliance program, as such programs may be amended from time to time, and acknowledges that hisobligations under such programs as an employee are contractual in nature.     3. Confidential Information.          A As used in this Agreement, the term “Confidential Information” means all technical andnon-technical information of Goldleaf or its customers, vendors or business partners, regardless ofthe media or manner in which it is stored or conveyed to Employee, that relates to the business ofGoldleaf or its customers, vendors or business partners, and that (a) Goldleaf has taken reasonablemeasures under the circumstances to protect from unauthorized use or disclosure, or (b) which wouldunder the circumstances appear to a reasonable person to be confidential or proprietary.Confidential Information includes information Employee learns or develops in connection with hisemployment with Goldleaf, including, but not limited to; product information, plans,specifications, designs and pricing; non-public financial information, including forecasts, budgetsand data; marketing and advertising plans, budgets and studies; business strategies; the identitiesof the key decision makers at Goldleaf’s customers, vendors or other business partners; theparticular needs and preferences of Goldleaf’s customers or other business partners, and Goldleaf’sapproaches and strategies for satisfying those needs and preferences; contracts, credit proceduresand terms; research and development plans; software; hardware; employment and personnel information(including, without limitation, the names, addresses, compensation, specific capabilities, andperformance evaluations of Goldleaf personnel; information regarding, and used, in employeetraining; and information relating to employee stock ownership or entitlement); informationrelating to Goldleaf stock or assets or proposed or ongoing acquisitions or takeovers by or onbehalf of Goldleaf; and know-how. The foregoing are only examples of Confidential Information. IfEmployee is uncertain as to whether any particular information or material constitutes ConfidentialInformation, he shall ask my direct supervisor or, if no longer employed by Goldleaf, Goldleaf’sGeneral Counsel.          B. Confidential Information does not include information that can be shown by competent proof(a) was generally known to the relevant public at the time of disclosure, or became generally knownafter disclosure to me without breach of this Agreement; (b) was lawfully received by Employee froma third party who was not under such restrictions; (c) was known to Employee without suchrestrictions prior to its receipt from Goldleaf; (d) was independently developed by Employeeoutside the scope of his employment or independent third parties; or (e) is required to bedisclosed pursuant to judicial order or other compulsion of law, but only as required by such orderand provided that Employee provides to Goldleaf prompt notice of any efforts to obtain such orderand comply with any protective order imposed on such disclosure.          C. Employee acknowledges and agrees that in the course of his employment with Goldleaf, he maygain access to Goldleaf’s Confidential Information, that Confidential Information consists ofvaluable, special and unique assets of Goldleaf and its affiliates’ businesses, and that access tosuch Confidential Information is granted only for the purpose of enabling Employee to performduties for Goldleaf.
 

 
          D. Employee agrees that both during and following the termination of employment with Goldleaffor any reason, he shall hold in confidence all Confidential Information of Goldleaf furnished byGoldleaf, or reproduced or developed by Employee. Employee agrees that, except with Goldleaf’sprior written permission or in furtherance of his duties for Goldleaf, he shall not, directly orindirectly, use, disclose, reproduce, distribute, reverse engineer, or otherwise misappropriate anyConfidential Information, in whole or in part. Upon termination of employment with Goldleaf forany reason, or upon any earlier request by Goldleaf, Employee shall promptly return to Goldleaf ordestroy all documents or materials, of any nature, in my possession, custody or control containingConfidential Information (regardless of the medium in which such information is stored) that havebeen furnished by Goldleaf to him, or reproduced or developed by him.          E. This Agreement (a) does not in any way restrict my right or the right of Goldleaf toterminate my employment, (b) inures to the benefit of successors and assigns of Goldleaf, and (c)is binding upon my heirs and legal representatives. Goldleaf shall have the right to enforce thisAgreement and any of its provisions by injunction, specific performance or other equitable relief,without bond and without prejudice to any other rights and remedies that Goldleaf may have for abreach of this Agreement.     4. General Release. As a condition to the payment described in Section 1 above,Employee shall be required to execute a General Release in reasonable form whereby Employee fullyand forever releases the Company, its successors, assigns, affiliates, insurers, officers,directors, employees and agents, from any and all liability, causes of action, suits, damages,claims and demands whatsoever that Employee may have and that arise from or relate in any way tohis employment with the Company or the conduct of the Company’s business through the date thereof.     5. Successors and Assigns. The provisions hereof shall inure to the benefit of and bebinding upon the permitted successors and assigns of the parties hereto.     6. Non-Assignability by the Employee. Notwithstanding anything to the contrary setforth herein, the rights and obligations of the Employee hereunder are not assignable.     7. Governing Law. This Agreement shall be interpreted under, subject to and governedby the laws of the State of Tennessee and all questions concerning its validity, construction, andadministration shall be determined in accordance thereby.     8. Waivers. The waiver of a breach by either party of a term or provision of thisAgreement, at any time or times, shall not be deemed or construed to be a waiver of any subsequentbreach or breaches of the same or of any other terms or provisions of this Agreement at any time ortimes.     9. Invalidity. The invalidity or unenforceability of any provision of this Agreementshall not affect any other provision hereof, and this Agreement shall be construed in all respectsas if such invalid or unenforceable provision was omitted. Furthermore, in lieu of such illegal,invalid or unenforceable provision there shall be added automatically as a part of this Agreement
 

 
aprovision as similar in terms to such illegal, invalid or unenforceable provision as may bepossible and be legal, valid and enforceable.     10. Exclusiveness. This Agreement constitutes the entire understanding and agreementbetween the parties with respect to the employment or severance arrangements of the Employee andsupersedes any and all other agreements, oral or written, between the parties. No waiver,modification, or amendment to this Agreement shall be valid unless the same be reduced to writingand signed by the parties hereto.     11. Modification. This Agreement may not be modified or amended except in writingsigned by the parties. No term or condition of this Agreement will be deemed to have been waivedexcept in writing by the party charged with waiver. A waiver shall operate only as to the specificterm or condition waived and will not constitute a waiver for the future or act on anything otherthan that which is specifically waived.     12. Consolidation, Merger or Sale of Assets. Nothing in this Agreement shall precludeor otherwise restrict the Company from consolidating or merging into or with, or transferring allor substantially all of its assets to, another individual, entity or business that assumes thisAgreement and all obligations of the Company hereunder.     **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first abovewritten.      **“COMPANY”**