COVENANTS.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE COVENANTS SET FORTH IN THIS SECTION 5.2 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND ANY OTHER AGREEMENT AMONG THE PARTIES HERETO
(REGARDLESS OF THE REASON FOR SUCH TERMINATION), UNLESS TERMINATED BY A WRITTEN
INSTRUMENT THAT EXPRESSLY TERMINATES BY SPECIFIC REFERENCE THE COVENANTS SET
FORTH IN THIS SECTION 5.2.
(C)
PERMITTED ACTIVITIES.
IF EXECUTIVE RECEIVES A REQUEST OR DEMAND
FOR CONFIDENTIAL INFORMATION (WHETHER PURSUANT TO A DISCOVERY REQUEST, SUBPOENA
OR OTHERWISE), EXECUTIVE SHALL IMMEDIATELY GIVE THE COMPANY WRITTEN NOTICE
THEREOF AND SHALL AT THE COMPANY'S EXPENSE (PROVIDED THE COMPANY APPROVES ANY
AND ALL SUCH EXPENSES) EXERT HIS BEST EFFORTS TO RESIST DISCLOSURE, INCLUDING,
WITHOUT LIMITATION, BY FULLY COOPERATING AND ASSISTING THE COMPANY IN WHATEVER
EFFORTS IT MAY MAKE TO RESIST OR LIMIT DISCLOSURE OR TO OBTAIN A PROTECTIVE
ORDER OR OTHER APPROPRIATE REMEDY TO LIMIT OR PROHIBIT FURTHER DISCLOSURE OR USE
OF SUCH CONFIDENTIAL INFORMATION.
IF EXECUTIVE COMPLIES WITH THE PRECEDING
SENTENCE BUT NONETHELESS BECOMES LEGALLY COMPELLED TO DISCLOSE CONFIDENTIAL
INFORMATION, EXECUTIVE SHALL DISCLOSE ONLY THAT PORTION OF THE CONFIDENTIAL
INFORMATION THAT HE IS LEGALLY COMPELLED TO DISCLOSE.
5.3.
COVENANT NOT TO COMPETE.
DURING THE NON-COMPETITION PERIOD,
EXECUTIVE SHALL NOT, DIRECTLY, INDIRECTLY, WHETHER AS A SOLE PRACTITIONER,
OWNER, PARTNER, SHAREHOLDER, INVESTOR, EMPLOYEE, COMPANY, VENTURER, INDEPENDENT
CONTRACTOR, CONSULTANT OR OTHER PARTICIPANT, (I) OWN,
5
MANAGE, INVEST IN OR ACQUIRE ANY ECONOMIC STAKE OR INTEREST IN ANY PERSON
INVOLVED IN A COMPETITIVE ACTIVITY, (II) DERIVE ECONOMIC BENEFIT FROM OR WITH
RESPECT TO ANY COMPETITIVE ACTIVITY, OR (III) OTHERWISE ENGAGE OR PARTICIPATE IN
ANY MANNER WHATSOEVER IN ANY COMPETITIVE ACTIVITY; PROVIDED, HOWEVER, THIS
SECTION 5.3 SHALL NOT RESTRICT EXECUTIVE FROM OWNING LESS THAN 1% OF THE
PUBLICLY TRADED DEBT OR EQUITY SECURITIES ISSUED BY A CORPORATION OR OTHER
ENTITY OR FROM HAVING ANY OTHER PASSIVE INVESTMENT THAT CREATES NO CONFLICT OF
LOYALTY OR INTEREST WITH ANY DUTY OWED TO THE COMPANY.
EXECUTIVE SHALL BE
DEEMED TO HAVE DERIVED ECONOMIC BENEFIT IN VIOLATION OF THIS SECTION 5.3 IF,
AMONG OTHER THINGS, ANY OF HIS COMPENSATION OR INCOME IS IN ANY WAY RELATED TO
ANY COMPETITIVE ACTIVITY CONDUCTED BY ANY PERSON.
FURTHER, DURING THE
NON-COMPETITION PERIOD EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, ADVANCE,
COOPERATE IN OR HELP OR AID ANY COMPETITOR IN THE CONDUCT OF ANY COMPETITIVE
ACTIVITY, OR ACCEPT ANY EMPLOYMENT WITH OR OTHERWISE BE INVOLVED, DIRECTLY OR
INDIRECTLY, IN (OR WITH ANY PERSON INVOLVED IN) ANY COMPETITIVE ACTIVITY WHICH
BY ITS NATURE COULD REASONABLY BE EXPECTED TO INVOLVE THE USE OR DISCLOSURE OF
ANY CONFIDENTIAL INFORMATION.
5.4.
COVENANTS NOT TO INTERFERE.
(A)
CUSTOMERS.
DURING THE RESTRICTION PERIOD, EXECUTIVE SHALL NOT,
DIRECTLY OR INDIRECTLY, INDUCE OR INFLUENCE, OR ATTEMPT TO INDUCE OR INFLUENCE,
ANY CUSTOMER TO TERMINATE A RELATIONSHIP WHICH HAS BEEN FORMED OR IS BEING
FORMED, OR OTHERWISE DIVERT FROM THE COMPANY, ANY CUSTOMER, OR SOLICIT, INDUCE
OR INFLUENCE ANY CUSTOMER TO DISCONTINUE, REDUCE THE EXTENT OF, DISCOURAGE THE
DEVELOPMENT OF OR OTHERWISE HARM ITS RELATIONSHIP WITH THE COMPANY, INCLUDING,
WITHOUT LIMITATION, TO COMMENCE