COMPANY, ANY PROPRIETARY INFORMATION, EXCEPT AS
REQUIRED BY LAW, UNLESS AND UNTIL SUCH INFORMATION BECOMES GENERALLY AVAILABLE
TO THE PUBLIC THROUGH NO FAULT OF EXECUTIVE.
IN THE EVENT THE DISCLOSURE OF
PROPRIETARY INFORMATION IS REQUIRED BY LAW, EXECUTIVE WILL GIVE IMMEDIATE
WRITTEN NOTICE TO THE COMPANY SO AS TO ENABLE IT TO SEEK AN APPROPRIATE
PROTECTIVE ORDER.
THESE OBLIGATIONS WITH RESPECT TO PROPRIETARY INFORMATION
EXTEND TO INFORMATION BELONGING TO CUSTOMERS AND SUPPLIERS OF THE COMPANY WHO
MAY HAVE DISCLOSED SUCH INFORMATION TO EXECUTIVE.
TO THE EXTENT THAT SUCH PROPRIETARY INFORMATION CONSTITUTES A "TRADE SECRET" AS
DEFINED BY APPLICABLE LAW, THIS CONFIDENTIALITY OBLIGATION SHALL REMAIN FOR SO
LONG AS THE PARTICULAR INFORMATION REMAINS A "TRADE SECRET."
HOWEVER, TO THE
EXTENT THAT ANY PARTICULAR PROPRIETARY
4
INFORMATION DOES NOT CONSTITUTE A "TRADE SECRET" AS DEFINED BY APPLICABLE LAW,
THIS CONFIDENTIALITY OBLIGATION SHALL REMAIN FOR A PERIOD OF TWO (2) YEARS
FOLLOWING THE TERMINATION DATE OR THE TERMINATION OF EXECUTIVE'S EMPLOYMENT, IF
EARLIER, AND SHALL ONLY PROHIBIT DISCLOSURES THAT ARE LIKELY TO OR DO IN FACT
CAUSE COMPETITIVE HARM TO THE COMPANY IN A COUNTRY IN WHICH THE COMPANY CONDUCTS
BUSINESS OR IS ACTIVELY PURSUING BUSINESS AS OF THE TIME OF THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT.
7.
NON-SOLICITATION.
FOR A PERIOD ENDING TWO (2) YEARS AFTER THE
TERMINATION DATE OR TERMINATION OF EMPLOYMENT IF EARLIER, EXECUTIVE SHALL NOT,
IN ANY CAPACITY WHATSOEVER, DIRECTLY OR INDIRECTLY, SOLICIT ANY PERSONS WHO
EITHER ARE, OR WITHIN THE NINETY (90) DAYS PRIOR TO THE SOLICITATION WERE,
EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, FOR PURPOSES OF PROVIDING
SERVICES TO OR EMPLOYMENT WITH ANY BUSINESS.
THIS NON-SOLICITATION COVENANT
SHALL ONLY APPLY TO THOSE INDIVIDUALS WITH WHOM EXECUTIVE INTERACTED DURING THE
LAST TWO (2) YEARS OF EMPLOYMENT WITH THE COMPANY, AND ANY OTHERS ABOUT WHOM
EXECUTIVE LEARNED PROPRIETARY INFORMATION.
8.
RETURN OF COMPANY PROPERTY AND INFORMATION.
EXECUTIVE SHALL
RETURN TO THE COMPANY, NO LATER THAN THE TERMINATION DATE OR THE DATE OF
TERMINATION OF EMPLOYMENT IF EARLIER, ALL OF THE FOLLOWING:
A.
THE ORIGINALS AND ALL COPIES OF ANY BUSINESS RECORDS OR DOCUMENTS
OF ANY KIND BELONGING TO, OR RELATED TO, THE COMPANY, REGARDLESS OF THE SOURCES
FROM WHICH SUCH RECORDS WERE OBTAINED, TOGETHER WITH ALL NOTES AND SUMMARIES
RELATING THERETO.
THIS OBLIGATION EXTENDS TO PAPER AND ELECTRONIC VERSIONS OF
SUCH RECORDS AND DOCUMENTS.
B.
ALL KEYS, SECURITY CARDS AND OTHER MEANS OF ACCESS TO THE
COMPANY'S FACILITIES, OFFICES, FILES AND OTHER PROPERTY.
C.
ALL COMPUTER EQUIPMENT, HARDWARE AND SOFTWARE BELONGING TO THE
COMPANY, INCLUDING ANY AND ALL PROGRAM AND/OR DATA DISKS, MANUALS AND ALL HARD
COPIES OF THE COMPANY'S INFORMATION AND DATA, AND SHALL DISCLOSE TO THE COMPANY
ANY AND ALL PASSWORDS UTILIZED BY EXECUTIVE WITH REGARD TO THE COMPANY'S
COMPUTER, HARDWARE AND SOFTWARE SO THAT THE COMPANY HAS IMMEDIATE, FULL AND
COMPLETE ACCESS TO ALL OF THE COMPANY'S DATA AND INFORMATION STORED, USED AND
MAINTAINED BY EXECUTIVE, OR TO WHICH EXECUTIVE HAD ACCESS.
9.
FULL DISCLOSURE.
EXECUTIVE CONFIRMS THAT HE HAS GIVEN WRITTEN
NOTIFICATION