COMPANY, REGARDLESS OF WHETHER IT IS LABELED CONFIDENTIAL.
SUCH INFORMATION
INCLUDES, BUT IS NOT LIMITED TO, PERSONAL DATA, PROPRIETARY PROCESSES, FORMULAS,
COMPUTER SOFTWARE, PROGRAMS AND COMMUNICATION SYSTEMS, DATA, KNOW-HOW,
INVENTIONS, IMPROVEMENTS, TECHNIQUES, TRAINING METHODS, BUSINESS MANAGEMENT
METHODS AND STRATEGIES, MARKETING PLANS, FORECASTS, CUSTOMER AND SUPPLIER LISTS,
CUSTOMER AND SUPPLIER CONTRACTS AND CONTACTS, PERSONAL AND/OR FINANCIAL
INFORMATION OF CUSTOMERS, BOOKS, RECORDS, ACCOUNTS, DATA PROCESSING INFORMATION
OR COMPUTER PROGRAMS, RATE STRUCTURE, PRICE AND COST LISTS, CONTRACT EXPIRATION
DATES, DISCOUNTS OR SPECIAL/NON-PUBLIC PROMOTIONS OR PROGRAMS, FINANCIAL
INFORMATION, OR ANY OTHER DOCUMENT OR INFORMATION WHICH REFERS TO OR RELATED TO
EMPLOYER'S OR ANY OF ITS AFFILIATES' BUSINESSES AND AFFAIRS, WHICH EXECUTIVE
ACKNOWLEDGES MAY BE CONTAINED IN WRITTEN MANUALS, VERBAL COMMUNICATIONS, IN
UNWRITTEN KNOWLEDGE OF EXECUTIVE OR OF OTHER EMPLOYEES, AND/OR ANY OTHER
TANGIBLE METHOD OF EXPRESSION, INCLUDING HARD DISK AND SOFT DISK DRIVE
MECHANISMS (HEREINAFTER, ALONG WITH THE INFORMATION DESCRIBED IN PARAGRAPH 3
BELOW, "TRADE SECRET" AND/OR "CONFIDENTIAL" OR "PROPRIETARY INFORMATION").
CONFIDENTIAL INFORMATION ALSO INCLUDES INFORMATION OF THIRD PARTIES FOR WHICH
THE COMPANY OR ITS AFFILIATES HAVE ACCEPTED OBLIGATIONS OF CONFIDENTIALITY.
NOTHING IN THIS AGREEMENT IS INTENDED TO PROHIBIT EXECUTIVE FROM DISCUSSING WITH
FELLOW EMPLOYEES, OR WITH THIRD PARTIES WHO ARE NOT COMPETITORS OF EMPLOYER,
WAGES, HOURS AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT.
FURTHERMORE, NOTHING
IN THIS AGREEMENT SHALL BE CONSTRUED TO PROHIBIT EXECUTIVE FROM REPORTING
ALLEGED IMPROPER OR UNLAWFUL CONDUCT TO, OR PARTICIPATING IN ANY INVESTIGATION
OR PROCEEDING CONDUCTED BY ANY FEDERAL OR STATE GOVERNMENT AGENCY OR
SELF-REGULATORY ORGANIZATION.
3.
TRADE SECRET DEFINED.
"TRADE SECRET" IS INFORMATION THAT
QUALIFIES AS A TRADE SECRET UNDER THE ILLINOIS TRADE SECRETS ACT, 765 ILCS 1065.
4.
PERSONAL DATA DEFINED.
"PERSONAL DATA" MEANS ANY
INFORMATION THAT REFERS OR RELATES TO AN IDENTIFIED OR IDENTIFIABLE INDIVIDUAL,
INCLUDING BUT NOT LIMITED TO FIRST AND LAST NAME, HOME OR OTHER PHYSICAL
ADDRESS, TELEPHONE NUMBER, E-MAIL ADDRESS OR OTHER ONLINE CONTACT INFORMATION,
SOCIAL SECURITY NUMBER OR SIMILAR GOVERNMENTAL IDENTIFIER, ANY BIOMETRIC DATA,
DATE OF BIRTH, CONSUMER, HEALTH, FINANCIAL, OR ANY OTHER INFORMATION RELATING TO
AN INDIVIDUAL THAT IS COMBINED WITH ANY OF THE ABOVE.
5.
NON-SOLICITATION OF CUSTOMERS AND PROSPECTIVE CUSTOMERS.
EXECUTIVE SPECIFICALLY ACKNOWLEDGES THAT BY VIRTUE OF EMPLOYMENT AND ANY WRITTEN
CONSULTING AGREEMENT WITH EMPLOYER, THAT EXECUTIVE MAY HAVE SUBSTANTIAL ACCESS
TO THE COMPANY'S AND ITS AFFILIATES' CONFIDENTIAL CUSTOMER LISTS AND/OR
CONFIDENTIAL CUSTOMER CONTACTS.
EXECUTIVE FURTHER ACKNOWLEDGES THAT CUSTOMERS
HAVE REGULAR OR REPEATED DEALINGS WITH EMPLOYER WHICH RESULTS IN SYSTEMATIC OR
FREQUENT ACTIONS, CONTRACTS, SALES, OR BUSINESS RELATIONS, AND THAT EMPLOYER AND
ITS AFFILIATES RECEIVE HABITUAL OR CONSECUTIVE BUSINESS FROM SUCH CUSTOMERS.
EXECUTIVE ALSO ACKNOWLEDGES THAT THE CUSTOMER LISTS AND CONTACTS ARE NOT MATTERS
OF PUBLIC OR GENERAL KNOWLEDGE, THAT SUCH CUSTOMER LISTS OR CUSTOMER CONTACTS
HAVE BEEN DEVELOPED BY EMPLOYER AND ITS AFFILIATES, AT SUBSTANTIAL COST AND
EXPENSE, THAT THE CUSTOMER LISTS AND CUSTOMER CONTACTS ARE EXTREMELY VALUABLE TO
EMPLOYER AND ITS AFFILIATES AND THAT SUCH CUSTOMER LISTS OR CUSTOMER CONTACTS
COULD NOT BE EASILY REPLICATED.
AS SUCH, EXECUTIVE AGREES TO THE FOLLOWING
PROVISIONS RESTRICTING THE SOLICITATION OF