said
violation by you.
5.
YOU CERTIFY THAT YOU HAVE RETURNED ALL
CFB PROPERTY IN YOUR POSSESSION AND ALL COPIES THEREOF, INCLUDING BUT NOT
LIMITED TO ALL KEYS, EQUIPMENT, PROPRIETARY TECHNOLOGY, ALL COMPANY DOCUMENTS OR
COMPUTERIZED TRANSACTIONS THEREOF, INCLUDING ANY CFB CONFIDENTIAL INFORMATION AS
DEFINED IN PARAGRAPH 4 BELOW, AND ANY OTHER PROPERTY IN YOUR POSSESSION
BELONGING TO CFB.
6.
EFFECTIVE UPON THE EXECUTION OF THIS
AGREEMENT BY BOTH PARTIES, YOU AGREE THAT YOU WILL NOT DIVULGE, COMMUNICATE OR
USE FOR YOUR BENEFIT OR THE BENEFIT OF ANY PERSON OUTSIDE CFB ANY OF CFB'S
CONFIDENTIAL INFORMATION.
CONFIDENTIAL INFORMATION INCLUDES BUT IS NOT
LIMITED TO CFB'S TRADE SECRETS, RECORDS, DATA, CUSTOMER AND PROSPECTIVE CUSTOMER
LISTS AND INFORMATION, SHORT TERM AND LONG RANGE PLANS, ALL FINANCIAL
INFORMATION, INCLUDING SALES, SPECIFIC CUSTOMER ACCOUNT SALES, GROSS MARGIN
INFORMATION, OPERATING EXPENSE AND INFORMATION, COMPETITIVE STRATEGIES AND
PRICING INFORMATION, PROCUREMENT RESOURCES INFORMATION CONCERNING CFB'S BUSINESS
OR ITS MANNER OF OPERATION, PERSONNEL INFORMATION, SALES AND MARKETING
STRATEGIES AND INFORMATION, AND ANY OTHER CONFIDENTIAL OR TECHNICAL INFORMATION
WHICH YOU HAVE OBTAINED DURING YOUR EMPLOYMENT WITH CFB.
CONFIDENTIAL
INFORMATION SHALL MEAN INFORMATION NOT GENERALLY KNOWN IN THE BUSINESS COMMUNITY
THAT HAS BEEN DISCLOSED TO YOU AND IS KNOWN TO YOU AS A CONSEQUENCE OF YOUR
EMPLOYMENT BY CFB.
YOU WILL NOT DISCLOSE ANY SUCH INFORMATION TO ANY PERSON,
FIRM, CORPORATION, ASSOCIATION OR OTHER ENTITY FOR ANY REASON WHATSOEVER.
CONFIDENTIAL INFORMATION ALSO INCLUDES THE TERMS AND EXISTENCE OF THIS
AGREEMENT, WHICH MAY BE DISCLOSED BY YOU ONLY TO YOUR IMMEDIATE FAMILY, ATTORNEY
OR TAX ADVISOR, EXCEPT AS OTHERWISE REQUIRED BY COURT ORDER.
THIS AGREEMENT AND
THIS AGREEMENT ONLY (NOT ANY TRADE SECRET ET AL INFORMATION) CAN BE DISCLOSED TO
YOUR BANKER.
7.
EFFECTIVE UPON EXECUTION OF THIS
AGREEMENT BY BOTH PARTIES, YOU AGREE NOT TO MAKE, EITHER DIRECTLY OR INDIRECTLY,
ANY DEROGATORY OR NEGATIVE COMMENTS OF ANY KIND, EITHER ORAL OR WRITTEN, TO ANY
PERSON OR ORGANIZATION ABOUT CFB OR ANY OFFICER, DIRECTOR, SHAREHOLDER, EMPLOYEE
OR ANY OTHER PERSON AFFILIATED WITH CFB WHICH WOULD IN ANY WAY INTERFERE WITH
ANY OF CFB'S BUSINESS RELATIONSHIPS.
8.
AT CFB'S REQUEST, YOU AGREE TO
COOPERATE WITH CFB IN ANY CURRENT OR FUTURE CLAIMS OR LAWSUITS INVOLVING CFB
WHERE YOU HAVE KNOWLEDGE OF THE UNDERLYING FACTS.
IN ADDITION, YOU AGREE THAT
YOU WILL NOT VOLUNTARILY AID, ASSIST, OR COOPERATE WITH ANY CLAIMANTS OR
PLAINTIFFS OR THEIR ATTORNEYS OR AGENTS IN ANY CLAIMS OR LAWSUITS COMMENCED IN
THE FUTURE AGAINST CFB, PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT WILL
BE CONSTRUED TO PREVENT YOU FROM TESTIFYING TRUTHFULLY PURSUANT TO A COURT
ORDER.
9.
YOU AGREE TO MAKE YOURSELF AVAILABLE TO
ME, AT MY REASONABLE REQUEST, TO ASSIST WITH ANY TRANSITIONAL CONSULTING DUTIES
ASSOCIATED WITH YOUR CURRENT RESPONSIBILITIES.
This Agreement shall not in any way be construed as an admission of liability by
CFB or as an admission that CFB has acted wrongfully with respect to you.
CFB
specifically denies and disclaims any such liability or wrongful acts.
This agreement sets forth our entire agreement