AFFECTED OR IMPAIRED THEREBY.
(C)
HEADINGS. THE DESCRIPTIVE HEADINGS OF THE SEVERAL PARAGRAPHS OF
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AGREEMENT.
8.
COVENANT AS TO CONFIDENTIAL INFORMATION.
(A)
CONFIDENTIALITY OF INFORMATION AND NONDISCLOSURE. THE EMPLOYEE
ACKNOWLEDGES AND AGREES THAT HIS/HER EMPLOYMENT BY THE COMPANY NECESSARILY
INVOLVES HIS/HER KNOWLEDGE OF AND ACCESS TO CONFIDENTIAL AND PROPRIETARY
INFORMATION PERTAINING TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES.
ACCORDINGLY, THE EMPLOYEE AGREES THAT AT ALL TIMES DURING THE TERM OF THIS
AGREEMENT AND FOR A PERIOD OF TWO (2) YEARS AFTER THE TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT, HE/SHE WILL NOT, DIRECTLY OR INDIRECTLY, WITHOUT THE
EXPRESS WRITTEN AUTHORITY OF THE COMPANY, UNLESS DIRECTED BY APPLICABLE LEGAL
AUTHORITY HAVING JURISDICTION OVER THE EMPLOYEE, DISCLOSE TO OR USE, OR
KNOWINGLY PERMIT TO BE SO DISCLOSED OR USED, FOR THE BENEFIT OF HIMSELF/HERSELF,
ANY PERSON, CORPORATION OR OTHER ENTITY OTHER THAN THE COMPANY AND ITS
SUBSIDIARIES, (I) ANY INFORMATION CONCERNING ANY FINANCIAL MATTERS, CUSTOMER
RELATIONSHIPS, COMPETITIVE STATUS, SUPPLIER MATTERS, INTERNAL ORGANIZATIONAL
MATTERS, CURRENT OR FUTURE PLANS, OR OTHER BUSINESS AFFAIRS OF OR RELATING TO
THE COMPANY AND ITS SUBSIDIARIES, (II) ANY MANAGEMENT, OPERATIONAL, TRADE,
TECHNICAL OR OTHER SECRETS OR ANY OTHER PROPRIETARY INFORMATION OR OTHER DATA OF
THE COMPANY OR ITS SUBSIDIARIES, OR (III) ANY OTHER INFORMATION RELATED TO THE
COMPANY OR ITS SUBSIDIARIES WHICH HAS NOT BEEN PUBLISHED AND IS NOT GENERALLY
KNOWN OUTSIDE OF THE COMPANY. THE EMPLOYEE ACKNOWLEDGES THAT ALL OF THE
FOREGOING, CONSTITUTES CONFIDENTIAL AND PROPRIETARY INFORMATION, WHICH IS THE
EXCLUSIVE PROPERTY OF THE COMPANY.
(B)
COMPANY REMEDIES. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT ANY
BREACH OF THIS SECTION 8 BY HIM/HER WILL RESULT IN IMMEDIATE IRREPARABLE HARM TO
THE COMPANY, AND THAT THE COMPANY CANNOT BE REASONABLY OR ADEQUATELY COMPENSATED
BY DAMAGES IN AN ACTION AT LAW. IN THE EVENT OF AN ACTUAL OR THREATENED BREACH
BY THE EMPLOYEE OF THE PROVISIONS OF THIS SECTION 8, THE COMPANY SHALL BE
ENTITLED, TO THE EXTENT PERMISSIBLE BY LAW, IMMEDIATELY TO CEASE TO PAY OR
PROVIDE THE EMPLOYEE OR HIS/HER DEPENDENTS ANY COMPENSATION OR BENEFIT BEING, OR
TO BE, PAID OR PROVIDED TO HIM PURSUANT TO SECTION 3 OF THIS AGREEMENT, AND ALSO
TO OBTAIN IMMEDIATE INJUNCTIVE RELIEF RESTRAINING THE EMPLOYEE FROM CONDUCT IN
BREACH OR THREATENED BREACH OF THE COVENANTS CONTAINED IN THIS SECTION 8.
NOTHING HEREIN SHALL BE CONSTRUED AS PROHIBITING THE COMPANY
9
FROM PURSUING ANY OTHER REMEDIES AVAILABLE TO IT FOR SUCH BREACH
OR THREATENED BREACH, INCLUDING THE RECOVERY OF DAMAGES FROM THE EMPLOYEE.
9.
REIMBURSEMENT OF FEES. THE COMPANY AGREES TO PAY, TO THE FULL
EXTENT PERMITTED BY LAW, ALL LEGAL FEES AND EXPENSES WHICH THE EMPLOYEE MAY
REASONABLY INCUR AS A RESULT OF ANY CONTEST BY THE COMPANY, INTERNAL REVENUE
SERVICE OR OTHERS REGARDING THE VALIDITY OR ENFORCEABILITY OF, OR LIABILITY
UNDER, ANY PROVISION OF THIS AGREEMENT OR ANY GUARANTEE OF PERFORMANCE THEREOF
(INCLUDING AS A RESULT OF ANY CONTEST BY THE EMPLOYEE ABOUT