its employment or arrangement with the
Company, otherwise change its relationship with the Company, or establish any
relationship with the Executive or any of his affiliates for any business
purpose that is prohibited by subsection (a) above.
Nothing herein shall
prevent the Executive from serving as a reference.
(C)
IN THE EVENT THE TERMS OF THIS SECTION 6
SHALL BE DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE
BY REASON OF ITS EXTENDING FOR TOO GREAT A PERIOD OF TIME OR OVER TOO GREAT A
GEOGRAPHICAL AREA OR BY REASON OF ITS BEING TOO EXTENSIVE IN ANY OTHER RESPECT,
IT WILL BE INTERPRETED TO EXTEND ONLY OVER THE MAXIMUM PERIOD OF TIME FOR WHICH
IT MAY BE ENFORCEABLE, OVER THE MAXIMUM GEOGRAPHICAL AREA AS TO WHICH IT MAY BE
ENFORCEABLE, OR TO THE MAXIMUM EXTENT IN ALL OTHER RESPECTS AS TO WHICH IT MAY
BE ENFORCEABLE, ALL AS DETERMINED BY SUCH COURT IN SUCH ACTION.
(D)
AS USED IN THIS SECTION 6, THE TERM
"COMPANY" SHALL INCLUDE THE COMPANY, ITS PARENT AND ANY OF ITS DIRECT OR
INDIRECT SUBSIDIARIES WHOSE FINANCIAL RESULTS ARE MATERIAL TO THE COMPANY.
7.
Nondisclosure of Proprietary Information.
(A)
EXCEPT AS REQUIRED IN THE FAITHFUL
PERFORMANCE OF THE EXECUTIVE'S DUTIES HEREUNDER OR PURSUANT TO SECTION 7(C), THE
EXECUTIVE SHALL, IN PERPETUITY, MAINTAIN IN CONFIDENCE AND SHALL NOT DIRECTLY,
INDIRECTLY OR OTHERWISE, USE, DISSEMINATE, DISCLOSE OR PUBLISH, OR USE FOR HIS
BENEFIT OR THE BENEFIT OF ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION OR TRADE SECRETS OF OR RELATING TO THE
COMPANY, INCLUDING, WITHOUT LIMITATION, INFORMATION WITH RESPECT TO THE
COMPANY'S OPERATIONS, PROCESSES, PRODUCTS, INVENTIONS, BUSINESS PRACTICES,
FINANCES, PRINCIPALS, VENDORS, SUPPLIERS, CUSTOMERS, POTENTIAL CUSTOMERS,
MARKETING METHODS, COSTS, PRICES, CONTRACTUAL RELATIONSHIPS, REGULATORY STATUS,
COMPENSATION PAID TO EMPLOYEES OR OTHER TERMS OF EMPLOYMENT, OR DELIVER TO ANY
PERSON, FIRM, CORPORATION OR OTHER ENTITY ANY DOCUMENT, RECORD, NOTEBOOK,
COMPUTER PROGRAM OR SIMILAR REPOSITORY OF OR CONTAINING ANY SUCH CONFIDENTIAL OR
PROPRIETARY INFORMATION OR TRADE SECRETS.
THE PARTIES HEREBY STIPULATE AND
AGREE THAT AS BETWEEN THEM THE FOREGOING MATTERS ARE IMPORTANT, MATERIAL AND
CONFIDENTIAL PROPRIETARY INFORMATION AND TRADE SECRETS AND AFFECT THE SUCCESSFUL
CONDUCT OF THE BUSINESSES OF THE COMPANY (AND ANY SUCCESSOR OR ASSIGNEE OF THE
COMPANY).
(B)
UPON TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY FOR ANY REASON, THE EXECUTIVE WILL PROMPTLY DELIVER
TO THE COMPANY ALL CORRESPONDENCE, DRAWINGS, MANUALS, LETTERS, NOTES, NOTEBOOKS,
REPORTS, PROGRAMS, PLANS, PROPOSALS, FINANCIAL DOCUMENTS, OR ANY OTHER DOCUMENTS
CONCERNING THE COMPANY'S CUSTOMERS, BUSINESS PLANS, MARKETING STRATEGIES,
PRODUCTS OR PROCESSES THAT ARE IN HIS POSSESSION, CUSTODY OR CONTROL. THE
EXECUTIVE SHALL BE PERMITTED TO RETAIN HIS ROLODEX (AND SIMILAR ADDRESS AND
TELEPHONE DIRECTORIES).
12
(C)
THE EXECUTIVE MAY RESPOND TO A LAWFUL AND
VALID SUBPOENA OR OTHER LEGAL PROCESS BUT SHALL: (I) GIVE THE COMPANY THE
EARLIEST REASONABLY POSSIBLE NOTICE THEREOF, (II) AS MUCH REASONABLY IN ADVANCE
OF THE RETURN DATE AS POSSIBLE, MAKE AVAILABLE TO THE COMPANY AND ITS COUNSEL
THE DOCUMENTS AND OTHER INFORMATION