INFORMATION MAY BE COPIED OR
OTHERWISE REPRODUCED, REMOVED FROM THE PREMISES OF THE COMPANY OR ENTRUSTED TO
ANY PERSON (OTHER THAN COMPANY ITSELF OR AUTHORIZED PERSONNEL) WITHOUT PRIOR
WRITTEN PERMISSION FROM THE COMPANY.
(B)
SURVIVAL OF COVENANTS.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE COVENANTS SET FORTH IN THIS SECTION 5.2
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND ANY OTHER AGREEMENT AMONG
THE PARTIES HERETO (REGARDLESS OF THE REASON FOR SUCH TERMINATION), UNLESS
TERMINATED BY A WRITTEN INSTRUMENT THAT EXPRESSLY TERMINATES BY SPECIFIC
REFERENCE THE COVENANTS SET FORTH IN THIS SECTION 5.2.
(C)
PERMITTED ACTIVITIES.
IF EXECUTIVE
RECEIVES A REQUEST OR DEMAND FOR CONFIDENTIAL INFORMATION (WHETHER PURSUANT TO A
DISCOVERY REQUEST, SUBPOENA OR OTHERWISE), EXECUTIVE SHALL IMMEDIATELY GIVE THE
COMPANY WRITTEN NOTICE THEREOF AND SHALL AT THE COMPANY'S EXPENSE (PROVIDED THE
COMPANY APPROVES ANY AND ALL SUCH EXPENSES) EXERT HIS BEST EFFORTS TO RESIST
DISCLOSURE, INCLUDING, WITHOUT LIMITATION, BY FULLY COOPERATING AND ASSISTING
THE COMPANY, AT THE COMPANY'S EXPENSE, IN WHATEVER EFFORTS IT MAY MAKE TO RESIST
OR LIMIT DISCLOSURE OR TO OBTAIN A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY
TO LIMIT OR PROHIBIT FURTHER DISCLOSURE OR USE OF SUCH CONFIDENTIAL
INFORMATION.
IF EXECUTIVE COMPLIES WITH THE PRECEDING SENTENCE BUT NONETHELESS
BECOMES LEGALLY COMPELLED TO DISCLOSE CONFIDENTIAL INFORMATION, EXECUTIVE SHALL
DISCLOSE ONLY THAT PORTION OF THE CONFIDENTIAL INFORMATION THAT HE IS LEGALLY
COMPELLED TO DISCLOSE.
5
5.3.
COVENANT NOT TO COMPETE.
DURING THE
NON-COMPETITION PERIOD, EXECUTIVE SHALL NOT, DIRECTLY, INDIRECTLY, WHETHER AS A
SOLE PRACTITIONER, OWNER, PARTNER, SHAREHOLDER, INVESTOR, EMPLOYEE, COMPANY,
VENTURER, INDEPENDENT CONTRACTOR, CONSULTANT OR OTHER PARTICIPANT, (I) OWN,
MANAGE, INVEST IN OR ACQUIRE ANY ECONOMIC STAKE OR INTEREST IN ANY PERSON
INVOLVED IN A COMPETITIVE ACTIVITY, (II) DERIVE ECONOMIC BENEFIT FROM OR WITH
RESPECT TO ANY COMPETITIVE ACTIVITY, OR (III) OTHERWISE ENGAGE OR PARTICIPATE IN
ANY MANNER WHATSOEVER IN ANY COMPETITIVE ACTIVITY; PROVIDED, HOWEVER, THIS
SECTION 5.3 SHALL NOT RESTRICT EXECUTIVE FROM OWNING LESS THAN 1% OF THE
PUBLICLY TRADED DEBT OR EQUITY SECURITIES ISSUED BY A CORPORATION OR OTHER
ENTITY OR FROM HAVING ANY OTHER PASSIVE INVESTMENT THAT CREATES NO CONFLICT OF
LOYALTY OR INTEREST WITH ANY DUTY OWED TO THE COMPANY.
EXECUTIVE SHALL BE
DEEMED TO HAVE DERIVED ECONOMIC BENEFIT IN VIOLATION OF THIS SECTION 5.3 IF,
AMONG OTHER THINGS, ANY OF HIS COMPENSATION OR INCOME IS IN ANY WAY RELATED TO
ANY COMPETITIVE ACTIVITY CONDUCTED BY ANY PERSON.
FURTHER, DURING THE
NON-COMPETITION PERIOD EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, ADVANCE,
COOPERATE IN OR HELP OR AID ANY COMPETITOR IN THE CONDUCT OF ANY COMPETITIVE
ACTIVITY, OR ACCEPT ANY EMPLOYMENT WITH OR OTHERWISE BE INVOLVED, DIRECTLY OR
INDIRECTLY, IN (OR WITH ANY PERSON INVOLVED IN) ANY COMPETITIVE ACTIVITY WHICH
BY ITS NATURE COULD REASONABLY BE EXPECTED TO INVOLVE THE USE OR DISCLOSURE OF
ANY CONFIDENTIAL INFORMATION.
5.4.
COVENANTS NOT TO INTERFERE.
(A)
CUSTOMERS.
DURING THE RESTRICTION PERIOD,
EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, INDUCE OR INFLUENCE, OR ATTEMPT TO
INDUCE OR INFLUENCE, ANY CUSTOMER TO TERMINATE A RELATIONSHIP WHICH HAS BEEN
FORMED OR IS