TO LEAVE THE COMPANY FOR ANY
REASON, NOR ASSIST ANY BUSINESS IN DOING SO, NOR HIRE IN ANY BUSINESS ANY
INDIVIDUAL WHO WAS AN EMPLOYEE OF THE COMPANY WITHIN SIX (6) MONTHS OF SUCH
HIRE.
(C)
COMPANY CUSTOMERS.
EXECUTIVE SHALL NOT, DURING THE PERIOD OF
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND FOR A PERIOD OF FIVE (5) YEARS AFTER
THE TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON,
DIRECTLY OR INDIRECTLY, ON BEHALF OF A COMPETING BUSINESS, CONTACT, SOLICIT OR
DO BUSINESS WITH ANY "CUSTOMERS" (AS DEFINED BELOW) OF THE COMPANY.
FOR THE
PURPOSES OF THE PROVISIONS OF THIS PARAGRAPH 1(D), THE TERM "CUSTOMER" SHALL
INCLUDE ANY ENTITY THAT, WITHIN TWO (2) YEARS PRIOR TO THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT, UTILIZED THE SERVICES OF THE COMPANY.
THE TERM
"CUSTOMER" ALSO INCLUDES ANY FORMER CUSTOMER OR POTENTIAL CUSTOMER OF THE
COMPANY WHICH THE COMPANY HAS SOLICITED WITHIN TWO (2) YEARS PRIOR TO THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR THE PURPOSE OF SELLING ANY SERVICES
THEN SOLD BY THE COMPANY OR PROPOSED TO BE SOLD BY THE COMPANY.
(D)
PROPRIETARY INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT DURING THE
COURSE OF HIS EMPLOYMENT WITH THE COMPANY HE WILL NECESSARILY HAVE ACCESS TO AND
MAKE USE OF PROPRIETARY INFORMATION AND CONFIDENTIAL RECORDS OF THE COMPANY.
EXECUTIVE COVENANTS THAT HE SHALL NOT DURING THE PERIOD OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY,
OR AT ANY TIME THEREAFTER, DIRECTLY OR INDIRECTLY,
USE FOR HIS OWN PURPOSE OR FOR THE BENEFIT OF ANY PERSON OR ENTITY OTHER THAN
THE COMPANY, NOR OTHERWISE DISCLOSE, ANY PROPRIETARY INFORMATION TO ANY
INDIVIDUAL OR ENTITY, UNLESS SUCH DISCLOSURE HAS BEEN AUTHORIZED IN WRITING BY
THE COMPANY OR IS OTHERWISE REQUIRED BY LAW.
EXECUTIVE ACKNOWLEDGES AND
UNDERSTANDS THAT THE TERM "PROPRIETARY INFORMATION" INCLUDES, BUT IS NOT LIMITED
TO:
(A) THE SOFTWARE PRODUCTS, PROGRAMS, APPLICATIONS, AND PROCESSES UTILIZED
BY THE COMPANY; (B) ANY INFORMATION CONCERNING THE TRANSACTIONS OR RELATIONS OF
ANY CUSTOMER OR VENDOR OF THE COMPANY WITH THE COMPANY OR ANY OF ITS OR THEIR
PARTNERS, PRINCIPALS, DIRECTORS, OFFICERS OR AGENTS; (C) ANY INFORMATION
CONCERNING ANY PRODUCT, TECHNOLOGY, OR PROCEDURE EMPLOYED BY THE COMPANY BUT NOT
GENERALLY KNOWN TO ITS OR THEIR CUSTOMERS, VENDORS OR COMPETITORS, OR UNDER
DEVELOPMENT BY OR BEING TESTED BY THE COMPANY BUT NOT AT THE TIME OFFERED
GENERALLY TO CUSTOMERS OR VENDORS; (D) ANY INFORMATION RELATING TO THE COMPUTER
SOFTWARE, COMPUTER SYSTEMS, PRICING OR MARKETING METHODS, SALES MARGINS, COST OF
GOODS, COST OF MATERIAL, CAPITAL STRUCTURE, OPERATING RESULTS, BORROWING
ARRANGEMENTS OR BUSINESS PLANS OF THE COMPANY; (E) ANY INFORMATION WHICH IS
GENERALLY REGARDED AS CONFIDENTIAL OR PROPRIETARY IN ANY LINE OF BUSINESS
ENGAGED IN BY THE COMPANY; (F) ANY BUSINESS PLANS, BUDGETS, ADVERTISING OR
MARKETING PLANS; (G) ANY INFORMATION CONTAINED IN ANY OF THE WRITTEN OR ORAL
POLICIES AND PROCEDURES OR MANUALS OF THE COMPANY; (H) ANY INFORMATION BELONGING
TO CUSTOMERS OR VENDORS OF THE COMPANY OR ANY OTHER PERSON OR ENTITY WHICH THE
COMPANY HAS AGREED TO HOLD IN CONFIDENCE; (I) ANY INVENTIONS, INNOVATIONS OR
IMPROVEMENTS COVERED