COMPANY'S BUSINESS; (III) THE AGREEMENTS AND
COVENANTS CONTAINED IN THIS SECTION 2 ARE ESSENTIAL TO PROTECT THE COMPANY'S
BUSINESS AND THE GOODWILL ASSOCIATED WITH IT.
ACCORDINGLY, MURPHY COVENANTS AND
AGREES AS FOLLOWS:
(A)
CONFIDENTIAL INFORMATION.
FROM AND AFTER THE DATE HEREOF, MURPHY
SHALL NOT (I) DISCLOSE TO ANY PERSON NOT EMPLOYED BY THE COMPANY OR A
SUBSIDIARY, OR NOT ENGAGED TO RENDER SERVICES TO THE COMPANY OR A SUBSIDIARY OR
(II) USE FOR THE BENEFIT OF HIMSELF OR OTHERS, ANY CONFIDENTIAL INFORMATION OF
THE COMPANY, ANY OF THE COMPANY'S SUBSIDIARIES OR OF THE COMPANY'S BUSINESS
OBTAINED BY HIM, INCLUDING, WITHOUT LIMITATION, "KNOW-HOW," TRADE SECRETS,
DETAILS OF CUSTOMERS' OR SUPPLIERS' CONTRACTS, PRICING POLICIES, FINANCIAL DATA,
OPERATIONAL METHODS, MARKETING AND SALES INFORMATION, MARKETING PLANS OR
STRATEGIES, DEVELOPMENT TECHNIQUES OR PLANS, PLANS TO ENTER INTO ANY CONTRACT
WITH ANY PERSON OR ANY STRATEGIES RELATING THERETO, TECHNICAL PROCESSES, DESIGNS
AND DESIGN PROJECTS, AND OTHER PROPRIETARY INFORMATION OF THE COMPANY, THE
COMPANY'S SUBSIDIARIES OR OF THE COMPANY'S BUSINESS OR THE BUSINESS OF ANY OF
THE COMPANY'S SUBSIDIARIES; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT
PRECLUDE MURPHY FROM (A) MAKING ANY DISCLOSURE REQUIRED BY LAW OR COURT ORDER
PROVIDED MURPHY HAS GIVEN THE COMPANY NOTICE THAT HE IS REQUIRED TO MAKE SUCH
DISCLOSURE SUFFICIENTLY IN ADVANCE OF SUCH DISCLOSURE TO PERMIT THE COMPANY TO
SEEK PROTECTION FROM SUCH REQUIREMENT OR (B) USING OR DISCLOSING INFORMATION
(I) KNOWN GENERALLY TO THE PUBLIC (OTHER THAN INFORMATION KNOWN GENERALLY TO THE
PUBLIC AS A RESULT OF A VIOLATION OF THIS SECTION 2(B) BY MURPHY), (II) ACQUIRED
BY MURPHY INDEPENDENTLY OF HIS AFFILIATION WITH THE COMPANY OR ANY OF THE
COMPANY'S SUBSIDIARIES WITHOUT BREACH OF ANY CONFIDENTIALITY OBLIGATION ON THE
PART OF THE DISCLOSING PERSON, OR (III) OF A GENERAL NATURE (THAT IS, NOT
RELATED SPECIFICALLY TO THE COMPANY, ANY OF ITS SUBSIDIARIES OR THE COMPANY'S
BUSINESS) THAT ORDINARILY WOULD BE LEARNED, DEVELOPED OR OBTAINED BY INDIVIDUALS
SIMILARLY ACTIVE AND/OR EMPLOYED IN SIMILAR CAPACITIES BY OTHER COMPANIES IN THE
SAME BUSINESS AS THE COMPANY OR ANY OF THE COMPANY'S SUBSIDIARIES.
MURPHY
AGREES THAT ALL CONFIDENTIAL INFORMATION OF THE COMPANY OR ANY OF THE COMPANY'S
SUBSIDIARIES SHALL REMAIN THE COMPANY'S OR THE COMPANY'S SUBSIDIARIES, AS THE
CASE MAY BE, AND TO PROMPTLY RETURN ANY CONFIDENTIAL INFORMATION EMBODIED IN ANY
PHYSICAL OR ELECTRONIC MEDIUM TO THE OWNER THEREOF UPON THE TERMINATION OF
MURPHY'S EMPLOYMENT WITH THE COMPANY OR AT ANY OTHER TIME ON REQUEST.
(B)
NO SOLICITATION.
FOR THE PERIOD OF THREE (3) YEARS AND SIX
(6) MONTHS FOLLOWING THE DATE HEREOF, MURPHY SHALL NOT, DIRECTLY OR INDIRECTLY,
(A) SOLICIT ANY EMPLOYEE TO LEAVE THE EMPLOYMENT OF THE COMPANY OR ANY OF THE
COMPANY'S SUBSIDIARIES OR (B) HIRE ANY EMPLOYEE WHO HAS LEFT THE EMPLOY OF THE
COMPANY OR ANY OF THE COMPANY'S SUBSIDIARIES WITHIN SIX (6) MONTHS AFTER
TERMINATION OF SUCH EMPLOYEE'S EMPLOYMENT WITH THE COMPANY OR SUCH SUBSIDIARY,
AS THE CASE MAY BE (UNLESS SUCH EMPLOYEE WAS DISCHARGED WITHOUT CAUSE), PROVIDED
A GENERAL SOLICITATION BY MURPHY'S THEN EMPLOYER NOT DIRECTED