SERVICES, VENDORS, CUSTOMERS, CLIENTS,
PARTNERS, INVESTORS, PERSONNEL, COMPENSATION, RECRUITING, TRAINING, ADVERTISING,
SALES, MARKETING, PROMOTIONS, GOVERNMENT AND REGULATORY ACTIVITIES AND APPROVAL)
CONCERNING THE PAST, CURRENT OR FUTURE BUSINESS, ACTIVITIES AND OPERATIONS OF
THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES AND/OR ANY THIRD PARTY THAT HAS
DISCLOSED OR PROVIDED ANY OF SAME TO THE COMPANY ON A CONFIDENTIAL BASIS,
INCLUDING, WITHOUT LIMITATION, THE TERMS OF THIS AGREEMENT OR THE REGISTRATION
RIGHTS AGREEMENT ("CONFIDENTIAL INFORMATION") WITHOUT THE PRIOR AUTHORIZATION OF
THE COMPANY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL
PRECLUDE ANY PARTICIPANT FROM USING ANY CONFIDENTIAL INFORMATION IN ANY MANNER
REASONABLY CONNECTED TO ITS INVESTMENT IN THE COMPANY OR THE CONDUCT OF ITS
BUSINESS.
(B)
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE
ANY INFORMATION THAT IS (I) GENERALLY KNOWN TO THE INDUSTRY OR THE PUBLIC OTHER
THAN AS A RESULT OF THE PARTICIPANT'S BREACH OF THIS COVENANT OR ANY BREACH OF
OTHER CONFIDENTIALITY OBLIGATIONS BY THIRD PARTIES; (II) MADE LEGITIMATELY
AVAILABLE TO THE PARTICIPANT BY A THIRD PARTY WITHOUT BREACH OF ANY
CONFIDENTIALITY OBLIGATION; OR (III) REQUIRED BY APPLICABLE LAW TO BE DISCLOSED;
PROVIDED THAT IN CONNECTION WITH SUB-CLAUSE (III), THE PARTICIPANT SHALL GIVE
PROMPT WRITTEN NOTICE TO THE COMPANY OF SUCH REQUIREMENT, DISCLOSE NO MORE
INFORMATION THAN IS SO REQUIRED, AND COOPERATE WITH ANY ATTEMPTS BY THE COMPANY
TO OBTAIN A PROTECTIVE ORDER OR SIMILAR TREATMENT.
(C)
EXCEPT AS REQUIRED BY APPLICABLE LAW OR
EXCEPT IN CONNECTION WITH ANY PROPOSED TRANSFER IN ACCORDANCE WITH THIS
AGREEMENT, THE PARTICIPANT WILL NOT DISCLOSE TO ANYONE, OTHER THAN THE
PARTICIPANT'S LEGAL OR FINANCIAL ADVISORS, THE EXISTENCE OR CONTENTS OF THIS
AGREEMENT.
(D)
UPON TERMINATION OF ANY PARTICIPANT'S
EMPLOYMENT WITH THE COMPANY OR ITS SUBSIDIARIES FOR ANY REASON, SUCH PARTICIPANT
SHALL (I) CEASE AND NOT THEREAFTER COMMENCE USE OF ANY CONFIDENTIAL INFORMATION
OR INTELLECTUAL PROPERTY (INCLUDING ANY PATENT, INVENTION, COPYRIGHT, TRADE
SECRET, TRADEMARK, TRADE NAME, LOGO, DOMAIN NAME OR OTHER SOURCE INDICATOR)
OWNED OR USED BY THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES; (II) IMMEDIATELY
DESTROY, DELETE, OR RETURN TO THE COMPANY, AT THE COMPANY'S OPTION, ALL
ORIGINALS AND COPIES IN ANY FORM OR MEDIUM (INCLUDING MEMORANDA, BOOKS, PAPERS,
PLANS, COMPUTER FILES, LETTERS AND OTHER DATA) IN SUCH PARTICIPANT'S POSSESSION
OR CONTROL (INCLUDING ANY OF THE FOREGOING STORED OR LOCATED IN SUCH
PARTICIPANT'S OFFICE, HOME, LAPTOP OR OTHER COMPUTER, WHETHER OR NOT SUCH
COMPUTER IS COMPANY PROPERTY) THAT CONTAIN CONFIDENTIAL INFORMATION OR OTHERWISE
RELATE TO THE BUSINESS OF THE COMPANY, ITS AFFILIATES AND SUBSIDIARIES, EXCEPT
THAT SUCH PARTICIPANT MAY RETAIN ONLY THOSE PORTIONS OF ANY PERSONAL NOTES,
NOTEBOOKS AND DIARIES THAT DO NOT CONTAIN ANY CONFIDENTIAL INFORMATION; AND
(III) NOTIFY AND FULLY COOPERATE WITH THE COMPANY REGARDING THE DELIVERY
OR DESTRUCTION OF ANY OTHER CONFIDENTIAL INFORMATION OF WHICH SUCH PARTICIPANT
IS OR BECOMES AWARE.
Section 2.2.
Intellectual Property.
Each Participant who has participated or
will participate in the creation or development of any intellectual property in
the course of such individual's employment with the Company or its subsidiaries
hereby (i) disclaims and agrees to disclaim any rights with