RESPECT THERETO, INVENTIONS, DISCOVERIES,
TRADEMARK, PATENTS, DESIGNS, SKETCHES, MANUFACTURING, PACKAGING, MERCHANDISING,
ADVERTISING, DISTRIBUTION AND SALES METHODS, SALES AND PROFITS FIGURES,
BUDGETING MATERIALS, CUSTOMER LISTS AND RELATIONSHIPS BETWEEN THE COMPANY AND
ANY OF ITS CUSTOMERS, SUPPLIERS, ULTIMATE CONSUMERS OR AFFILIATES (COLLECTIVELY,
"CONFIDENTIAL INFORMATION").
NOTWITHSTANDING THE FOREGOING, CONFIDENTIAL
INFORMATION SHALL NOT INCLUDE INFORMATION THAT (I) WAS, OR BECOMES THROUGH NO
BREACH OF YOUR OBLIGATIONS HEREUNDER, GENERALLY KNOWN TO THE PUBLIC; OR (II)
BECOMES KNOWN TO YOU FROM SOURCES OTHER THAN THE COMPANY UNDER CIRCUMSTANCES NOT
INVOLVING ANY BREACH OF AN AGREEMENT TO WHICH ANY SUCH SOURCE IS A PARTY.
AS
USED IN THIS LETTER AGREEMENT, THE TERM "AFFILIATE" MEANS, WITH RESPECT TO A
SPECIFIED INDIVIDUAL OR ENTITY, ANY OTHER INDIVIDUAL OR ENTITY THAT DIRECTLY OR
INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS, IS CONTROLLED BY OR IS
UNDER COMMON CONTROL WITH SUCH SPECIFIED INDIVIDUAL OR ENTITY.
AS USED IN THIS
LETTER AGREEMENT, THE TERM "CLIENT" MEANS ANY PERSON, FIRM OR CORPORATION TO
WHOM GOODS, SERVICES OR INTELLECTUAL PROPERTY ARE ACTIVELY BEING SUPPLIED BY THE
COMPANY OR AN AFFILIATE FOR COMPENSATION AT THE TIME YOU LEARN OF SUCH PERSON'S,
FIRM'S OR CORPORATION'S CONFIDENTIAL INFORMATION, OR TO WHOM THE COMPANY OR AN
AFFILIATE IS AT SUCH TIME ACTIVELY SOLICITING A BUSINESS RELATIONSHIP TO ENGAGE
IN SUCH ACTIVITIES.
YOU ACKNOWLEDGE THAT ANY MATERIALS OR DOCUMENTS RELATING TO
THE COMPANY'S CONFIDENTIAL INFORMATION, IN EXISTENCE OR DEVELOPED IN THE FUTURE,
INCLUDING ALL COPIES THEREOF, ARE PROPRIETARY TO THE COMPANY AND SHALL,
FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT, REGARDLESS OF THE CIRCUMSTANCES
THEREOF OR REASONS THEREFOR, REMAIN THE COMPANY'S SOLE AND EXCLUSIVE PROPERTY
AND THAT YOU SHALL IMMEDIATELY RETURN ALL SUCH MATERIALS AND DOCUMENTS INCLUDING
ANY COPIES THEREOF TO THE COMPANY UPON ANY TERMINATION OF YOUR EMPLOYMENT OR
UPON ANY PRIOR REQUEST.
16.
CUSTOMER AND SUPPLIER SOLICITATION.
DURING THE TERM OF YOUR
EMPLOYMENT AND DURING THE RESTRICTIVE PERIOD, YOU SHALL NOT DIVERT, OR ATTEMPT
TO DIVERT ANY PERSON, BUSINESS OR ENTITY FROM DOING BUSINESS WITH THE COMPANY,
NOR WILL YOU ATTEMPT TO INDUCE ANY SUCH PERSON, BUSINESS OR ENTITY TO CEASE
BEING A CUSTOMER OF OR SUPPLIER TO THE COMPANY.
17.
NON-DISPARAGEMENT.
YOU WILL NOT, DURING YOUR EMPLOYMENT WITH THE
COMPANY OR AT ANY TIME THEREAFTER, PUBLICLY DISPARAGE THE COMPANY, ITS
AFFILIATES AND SHAREHOLDERS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS, OTHER THAN IN CONNECTION WITH DISCLOSURES REQUIRED BY APPLICABLE LAW,
REGULATION OR ORDER OF COURT OR GOVERNMENTAL AGENCY.
18.
REMEDY.
YOU HEREBY RECOGNIZE AND AGREE THAT THE COMPANY WOULD NOT
HAVE AN ADEQUATE REMEDY AT LAW OR IN EQUITY FOR THE BREACH OR THREATENED BREACH
BY YOU OF ANY ONE OR MORE OF THE COVENANTS SET FORTH IN PARAGRAPHS 13, 14, 15,
16 AND 17 AND AGREE THAT, IN ADDITION TO SUCH OTHER REMEDIES AS MAY BE AVAILABLE
TO THE COMPANY, IN LAW OR IN EQUITY, THE COMPANY MAY OBTAIN AN INJUNCTION OR
RESTRAINING ORDER, WITHOUT THE POSTING OF ANY BOND OR SECURITY AND WITHOUT THE
PROOF OF SPECIAL DAMAGES, TO ENJOIN YOU FROM THE