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DURING THE 18 MONTH PERIOD IMMEDIATELY PRIOR TO THE PARTICIPANT'S TERMINATION OF
EMPLOYMENT TO TERMINATE OR SEVER THAT PARTY'S RELATIONSHIP OR AFFILIATION WITH
THE COMPANY OR ANY OF ITS AFFILIATES.
(D)
THE PARTICIPANT WILL NOT AT ANY TIME
(WHETHER DURING OR AFTER THE PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR ANY OF
ITS AFFILIATES) (I) RETAIN OR USE FOR THE BENEFIT, PURPOSES OR ACCOUNT OF THE
PARTICIPANT OR ANY OTHER PERSON, OR (II) DISCLOSE, DIVULGE, REVEAL, COMMUNICATE,
SHARE, TRANSFER OR PROVIDE ACCESS TO ANY PERSON OUTSIDE THE COMPANY OR ITS
AFFILIATES (OTHER THAN ITS PROFESSIONAL ADVISERS WHO ARE BOUND BY
CONFIDENTIALITY OBLIGATIONS), ANY CONFIDENTIAL INFORMATION.
UPON TERMINATION OF
THE PARTICIPANT'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON, THE PARTICIPANT
SHALL: (X) CEASE AND NOT THEREAFTER COMMENCE USE OF ANY CONFIDENTIAL INFORMATION
OR INTELLECTUAL PROPERTY (INCLUDING WITHOUT LIMITATION, ANY PATENT, INVENTION,
COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE NAME, LOGO, DOMAIN NAME OR OTHER
SOURCE INDICATOR) OWNED OR USED BY THE COMPANY OR ITS AFFILIATES; (Y)
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 THE PARTICIPANT'S
POSSESSION OR CONTROL (INCLUDING ANY OF THE FOREGOING STORED OR LOCATED IN THE
PARTICIPANT'S OFFICE, HOME, LAPTOP OR OTHER COMPUTER, WHETHER OR NOT COMPANY
PROPERTY) THAT CONTAIN CONFIDENTIAL INFORMATION OR OTHERWISE RELATE TO THE
BUSINESS OF THE COMPANY, ITS AFFILIATES, EXCEPT THAT THE PARTICIPANT MAY RETAIN
ONLY THOSE PORTIONS OF ANY PERSONAL NOTES, NOTEBOOKS AND DIARIES THAT DO NOT
CONTAIN ANY CONFIDENTIAL INFORMATION; AND (Z) NOTIFY AND FULLY COOPERATE WITH
THE COMPANY (AT THE COMPANY'S EXPENSE) REGARDING THE DELIVERY OR DESTRUCTION OF
ANY OTHER CONFIDENTIAL INFORMATION OF WHICH THE PARTICIPANT IS OR BECOMES
AWARE.
NOTWITHSTANDING THE FOREGOING, THE NON-DISCLOSURE AND NON-USE COVENANTS
IN THIS PARAGRAPH SHALL CEASE TO APPLY THREE YEARS AFTER THE PARTICIPANT'S
TERMINATION OF EMPLOYMENT WITH RESPECT TO ANY CONFIDENTIAL INFORMATION THAT DOES
NOT MEET THE DEFINITION OF "TRADE SECRET" UNDER GEORGIA LAW.
(E)
ALTHOUGH THE PARTICIPANT AND THE COMPANY
CONSIDER THE RESTRICTIONS CONTAINED IN THIS SECTION 2.3 TO BE REASONABLE, IF A
FINAL JUDICIAL DETERMINATION IS MADE BY A COURT OF COMPETENT JURISDICTION THAT
THE TIME OR TERRITORY OR ANY OTHER RESTRICTION CONTAINED IN THIS SECTION 2.3 IS
AN UNENFORCEABLE RESTRICTION AGAINST THE PARTICIPANT, THE PROVISIONS OF THIS
SECTION 2.3 SHALL NOT BE RENDERED VOID BUT SHALL BE DEEMED AMENDED TO APPLY AS
TO SUCH MAXIMUM TIME AND TERRITORY AND TO SUCH MAXIMUM EXTENT AS SUCH COURT MAY
JUDICIALLY DETERMINE OR INDICATE TO BE ENFORCEABLE, AND THE PARTIES AUTHORIZE
ANY COURT REACHING A DETERMINATION THAT THE COVENANTS ARE UNENFORCEABLE TO
PARTIALLY ENFORCE OR "BLUE PENCIL" THOSE COVENANTS SO THAT THEY ARE ENFORCED TO
AN EXTENT THAT COMPLIES WITH APPLICABLE LAW.
ALTERNATIVELY, IF ANY COURT OF
COMPETENT JURISDICTION FINDS THAT ANY RESTRICTION CONTAINED IN THIS SECTION 2.3
IS UNENFORCEABLE, AND SUCH RESTRICTION CANNOT BE AMENDED SO AS TO MAKE IT
ENFORCEABLE, SUCH FINDING SHALL NOT AFFECT THE ENFORCEABILITY OF