ACKNOWLEDGES THAT HE OCCUPIES OR WILL
OCCUPY A POSITION OF TRUST AND CONFIDENCE WITH EMPLOYER, AND THAT EMPLOYER WOULD
BE IRREPARABLY DAMAGED IF EXECUTIVE WERE
7
TO BREACH THE COVENANTS SET FORTH IN THIS SECTION 9(A).
ACCORDINGLY, EXECUTIVE
AGREES THAT HE WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF EMPLOYER, AT ANY
TIME DURING THE TERM OF THIS AGREEMENT OR ANY TIME THEREAFTER, EXCEPT AS MAY BE
REQUIRED BY COMPETENT LEGAL AUTHORITY OR AS REQUIRED BY EMPLOYER TO BE DISCLOSED
IN THE COURSE OF PERFORMING EXECUTIVE'S DUTIES UNDER THIS AGREEMENT FOR
EMPLOYER, USE OR DISCLOSE TO ANY PERSON, FIRM OR OTHER LEGAL ENTITY, ANY
CONFIDENTIAL RECORDS, SECRETS OR INFORMATION OBTAINED BY EXECUTIVE DURING HIS
EMPLOYMENT HEREUNDER RELATED TO EMPLOYER OR ANY PARENT, SUBSIDIARY OR AFFILIATED
PERSON OR ENTITY (COLLECTIVELY, "CONFIDENTIAL INFORMATION"). CONFIDENTIAL
INFORMATION SHALL INCLUDE, WITHOUT LIMITATION, INFORMATION ABOUT EMPLOYER'S
INVENTIONS (AS DEFINED IN SECTION 10(A), CUSTOMER LISTS AND PRODUCT PRICING,
DATA, KNOW-HOW, FORMULAE, PROCESSES, IDEAS, PAST, CURRENT AND PLANNED PRODUCT
DEVELOPMENT, MARKET STUDIES, COMPUTER SOFTWARE AND PROGRAMS, DATABASE AND
NETWORK TECHNOLOGIES, STRATEGIC PLANNING AND RISK MANAGEMENT. EXECUTIVE
ACKNOWLEDGES AND AGREES THAT ALL CONFIDENTIAL INFORMATION OF EMPLOYER AND/OR ITS
AFFILIATES WILL BE RECEIVED IN CONFIDENCE AND AS A FIDUCIARY OF EMPLOYER.
EXECUTIVE WILL EXERCISE UTMOST DILIGENCE TO PROTECT AND GUARD THE CONFIDENTIAL
INFORMATION.
(B)
EXECUTIVE AGREES THAT HE WILL NOT, WITHOUT THE EXPRESS WRITTEN
CONSENT OF THE BOARD, TAKE WITH HIM UPON THE TERMINATION OF THIS AGREEMENT, ANY
DOCUMENT OR PAPER, OR ANY PHOTOCOPY OR REPRODUCTION OR DUPLICATION THEREOF,
RELATING TO ANY CONFIDENTIAL INFORMATION.
(C)
EXECUTIVE AGREES THAT HE WILL, UPON THE TERMINATION OF HIS
EMPLOYMENT, RETURN ALL EMPLOYER'S PROPERTY INCLUDING BUT NOT LIMITED TO VEHICLES
LEASED OR OWNED BY EMPLOYER, MOBILE TELEPHONE, FUEL CARD, PERSONAL COMPUTER, ALL
DOCUMENTS, WORKING PAPERS, INFORMATION WHETHER STORED ON COMPUTER DISC OR
OTHERWISE, AND ALL OTHER RECORDS RELATING TO EMPLOYER AND ITS BUSINESS.
EXECUTIVE AGREES THAT HE WILL CONFIRM IN WRITING THAT HE HAS COMPLIED WITH THIS
CLAUSE, IF REQUESTED TO DO SO BY EMPLOYER, WITHIN SEVEN (7) DAYS OF RECEIPT OF
SUCH A REQUEST.
(D)
EXECUTIVE AGREES THAT, WHILE EXECUTIVE IS EMPLOYED WITH EMPLOYER,
HE WILL NOT, EITHER DIRECTLY OR INDIRECTLY, HAVE AN INTEREST IN ANY BUSINESS
(WHETHER AS MANAGER, OPERATOR, LICENSOR, LICENSEE, PARTNER, 5% OR GREATER EQUITY
HOLDER, EMPLOYEE, CONSULTANT, DIRECTOR, ADVISOR OR OTHERWISE) COMPETITIVE WITH
EMPLOYER OR ANY OF ITS BUSINESS ACTIVITIES OR SOLICIT INDIVIDUALS OR OTHER
ENTITIES THAT ARE CUSTOMERS OR COMPETITORS OF EMPLOYER.
EXECUTIVE FURTHER
AGREES THAT, FOR A PERIOD OF TWENTY-FOUR (24) MONTHS AFTER THE DATE OF
TERMINATION OF THIS AGREEMENT (THE "RESTRICTED PERIOD"), EXECUTIVE SHALL NOT USE
EMPLOYER'S TRADE SECRETS, EITHER DIRECTLY OR INDIRECTLY, TO COMPETE IN ANY WAY
WITH THE BUSINESS OF EMPLOYER AND WILL NOT SOLICIT INDIVIDUALS OR OTHER ENTITIES
THAT ARE CUSTOMERS OR COMPETITORS OF EMPLOYER DURING THE SIX-MONTH PERIOD
IMMEDIATELY PRIOR TO THE DATE OF TERMINATION OF THIS AGREEMENT, TO TERMINATE OR
CHANGE THEIR CONTRACTS OR BUSINESS RELATIONS WITH EMPLOYER. EXECUTIVE ALSO
AGREES THAT, FOR THE RESTRICTED PERIOD, HE WILL NOT, EITHER