FOLLOWING
EMPLOYEE'S TERMINATION OF EMPLOYMENT WITH THE COMPANY, IN ANY MANNER, DIRECTLY
OR INDIRECTLY (WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY):
(I) SOLICIT
ANY CLIENT TO TRANSACT BUSINESS WITH A COMPETITIVE ENTERPRISE IN A RESTRICTED
TERRITORY OR TO REDUCE OR REFRAIN FROM DOING ANY BUSINESS WITH THE COMPANY,
(II) TRANSACT BUSINESS WITH ANY CLIENT THAT WOULD CAUSE EMPLOYEE TO BE A
COMPETITIVE ENTERPRISE IN A RESTRICTED TERRITORY, (III) INTERFERE WITH OR DAMAGE
ANY RELATIONSHIP BETWEEN THE COMPANY AND A CLIENT OR (IV) SOLICIT ANYONE WHO IS
THEN AN EMPLOYEE OF THE COMPANY (OR WHO WAS AN EMPLOYEE OF THE COMPANY WITHIN
THE PRIOR 12 MONTHS) TO RESIGN FROM THE COMPANY OR TO APPLY FOR OR ACCEPT
EMPLOYMENT WITH ANY OTHER BUSINESS OR ENTERPRISE.
(B)
CONFIDENTIAL INFORMATION. EMPLOYEE HEREBY ACKNOWLEDGES THAT, AS AN
EMPLOYEE OF THE COMPANY, SHE WILL BE MAKING USE OF, ACQUIRING AND ADDING TO
CONFIDENTIAL INFORMATION OF A SPECIAL AND UNIQUE NATURE AND VALUE RELATING TO
THE COMPANY AND ITS STRATEGIC PLANS, OPERATIONS, FINANCIAL CONDITION AND
PERFORMANCE AND SUCH CONFIDENTIAL INFORMATION CONSTITUTES TRADE SECRETS OF THE
COMPANY. EMPLOYEE FURTHER RECOGNIZES AND ACKNOWLEDGES THAT ALL CONFIDENTIAL
INFORMATION IS THE EXCLUSIVE PROPERTY OF THE COMPANY, IS MATERIAL AND
CONFIDENTIAL, AND IS CRITICAL TO THE SUCCESSFUL CONDUCT OF THE BUSINESS OF THE
COMPANY. ACCORDINGLY, EMPLOYEE HEREBY COVENANTS AND AGREES THAT SHE WILL USE
CONFIDENTIAL INFORMATION FOR THE BENEFIT OF THE COMPANY ONLY AND SHALL NOT AT
ANY TIME, DIRECTLY OR INDIRECTLY, WHILE EMPLOYED WITH THE COMPANY AND
THEREAFTER, DIVULGE, REVEAL OR COMMUNICATE ANY CONFIDENTIAL INFORMATION TO ANY
PERSON, FIRM, CORPORATION OR ENTITY WHATSOEVER, OR USE ANY CONFIDENTIAL
INFORMATION FOR HER OWN BENEFIT OR FOR THE BENEFIT OF OTHERS. NOTWITHSTANDING
THE FOREGOING, EMPLOYEE SHALL BE AUTHORIZED TO DISCLOSE CONFIDENTIAL INFORMATION
(I) AS MAY BE REQUIRED BY LAW OR LEGAL PROCESS AFTER PROVIDING THE COMPANY WITH
PRIOR WRITTEN NOTICE AND AN OPPORTUNITY TO RESPOND TO SUCH DISCLOSURE (UNLESS
SUCH NOTICE IS PROHIBITED BY LAW), (II) IN ANY CRIMINAL PROCEEDING AGAINST HER
AFTER PROVIDING THE COMPANY WITH PRIOR WRITTEN NOTICE AND AN OPPORTUNITY TO SEEK
PROTECTION FOR SUCH CONFIDENTIAL INFORMATION AND (III) WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
(C)
VALIDITY. THE TERMS AND PROVISIONS OF THIS SECTION 4 ARE INTENDED
TO BE SEPARATE AND DIVISIBLE PROVISIONS AND IF, FOR ANY REASON, ANY ONE OR MORE
OF THEM IS
2
held to be invalid or unenforceable, neither the validity nor the enforceability
of any other provision of this Agreement shall thereby be affected. The parties
hereto acknowledge that the potential restrictions on Employee's future
employment imposed by this Section 4 are reasonable in both duration and
geographic scope and in all other respects. If for any reason any court of
competent jurisdiction shall find any provisions of this Section 4 unreasonable
in duration or geographic scope or otherwise, Employee and Employer agree that
the restrictions and prohibitions contained herein shall be effective to the
fullest extent allowed under applicable law in such jurisdiction.
(D)
SPECIFIC ENFORCEMENT; CESSATION OF PAYMENTS. THE COMPANY