EMPLOYERS
AND HOLDINGS AS HEREINBEFORE DEFINED, RESPECTIVELY, AND ANY SUCCESSOR TO THEIR
BUSINESS AND/OR ASSETS AS AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS
AGREEMENT BY OPERATION OF LAW, OR OTHERWISE.
CONFIDENTIAL INFORMATION.
NON-DISCLOSURE.
DURING THE EMPLOYMENT PERIOD OR AT ANY TIME THEREAFTER,
IRRESPECTIVE OF THE TIME, MANNER OR CAUSE OF THE TERMINATION OF THIS AGREEMENT,
EMPLOYEE WILL NOT DIRECTLY OR INDIRECTLY REVEAL, DIVULGE, DISCLOSE OR
COMMUNICATE TO ANY PERSON OR ENTITY, OTHER THAN AUTHORIZED OFFICERS, DIRECTORS
AND EMPLOYEES OF THE EMPLOYERS, IN ANY MANNER WHATSOEVER, ANY CONFIDENTIAL
INFORMATION (AS HEREINAFTER DEFINED) OF EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS
WITHOUT THE PRIOR WRITTEN CONSENT OF THE CEO.
DEFINITION.
AS USED HEREIN, "CONFIDENTIAL INFORMATION" MEANS INFORMATION
DISCLOSED TO OR KNOWN BY EMPLOYEE AS A DIRECT OR INDIRECT CONSEQUENCE OF OR
THROUGH THE EMPLOYMENT ABOUT EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS, OR THEIR
RESPECTIVE BUSINESSES, PRODUCTS AND PRACTICES WHICH INFORMATION IS NOT GENERALLY
KNOWN IN THE BUSINESS IN WHICH EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS IS OR
MAY BE ENGAGED.
HOWEVER, CONFIDENTIAL INFORMATION SHALL NOT INCLUDE UNDER ANY
CIRCUMSTANCES ANY INFORMATION WITH RESPECT TO THE FOREGOING MATTERS WHICH IS (I)
DIRECTLY AVAILABLE TO THE PUBLIC FROM A SOURCE OTHER THAN
EMPLOYEE, (II) RELEASED IN WRITING BY EMPLOYERS TO THE PUBLIC OR TO PERSONS WHO
ARE NOT UNDER A SIMILAR OBLIGATION OF CONFIDENTIALITY TO EMPLOYERS AND WHO ARE
NOT PARTIES TO THIS AGREEMENT, (III) OBTAINED BY EMPLOYEE FROM A THIRD PARTY NOT
UNDER A SIMILAR OBLIGATION OF CONFIDENTIALITY TO EMPLOYERS, (IV) REQUIRED TO BE
DISCLOSED BY ANY COURT PROCESS OR ANY GOVERNMENT OR AGENCY OR DEPARTMENT OF ANY
GOVERNMENT, OR (V) THE SUBJECT OF A WRITTEN WAIVER EXECUTED BY EITHER EMPLOYERS
FOR THE BENEFIT OF EMPLOYEE.
IN THE EVENT EMPLOYEE BELIEVES THAT HE IS FREE TO
DISCLOSE OR UTILIZE CONFIDENTIAL INFORMATION UNDER SECTION 7(B), HE SHALL GIVE
WRITTEN NOTICE OF THE SAME TO EMPLOYERS AT LEAST 30 DAYS PRIOR TO THE RELEASE OR
USE OF SUCH CONFIDENTIAL INFORMATION AND SHALL SPECIFY THE CLAIMED EXEMPTION AND
THE CIRCUMSTANCES GIVING RISE THERETO.
RETURN OF PROPERTY.
UPON TERMINATION OF THE EMPLOYMENT, EMPLOYEE WILL SURRENDER
TO EMPLOYERS ALL CONFIDENTIAL INFORMATION, INCLUDING, WITHOUT LIMITATION, ALL
LISTS, CHARTS, SCHEDULES, REPORTS, FINANCIAL STATEMENTS, BOOKS AND RECORDS OF
THE EMPLOYERS OR ANY SUBSIDIARY OF THE EMPLOYERS, AND ALL COPIES THEREOF, AND
ALL OTHER PROPERTY BELONGING TO THE EMPLOYERS OR ANY SUBSIDIARY OF THE
EMPLOYERS, INCLUDING, WITHOUT LIMITATION, COMPANY CREDIT CARDS, CELL PHONES,
PERSONAL DATA ASSISTANTS OR OTHER ELECTRONIC DEVICES, PROVIDED EMPLOYEE SHALL BE
ACCORDED REASONABLE ACCESS TO SUCH CONFIDENTIAL INFORMATION SUBSEQUENT TO THE
EMPLOYMENT PERIOD FOR ANY PROPER PURPOSE AS DETERMINED IN THE REASONABLE
JUDGMENT OF ANY OF THE EMPLOYERS.
AGREEMENT NOT TO COMPETE.
TERMINATION FOR CAUSE.
IF EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR CAUSE OR
VOLUNTARILY TERMINATES HIS EMPLOYMENT WITH EMPLOYERS OTHER THAN AS A
CONSTRUCTIVE TERMINATION, EMPLOYEE HEREBY AGREES THAT FOR A PERIOD OF 12 MONTHS
FOLLOWING SUCH TERMINATION, HE SHALL NOT, EITHER IN HIS OWN BEHALF OR AS A
PARTNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT OR SHAREHOLDER (OTHER THAN