MAY BE REQUIRED TO COMPLY WITH LEGAL
PROCESS.
10.
EMPLOYEE SHALL NOT TAKE ANY ACTION, VERBAL
OR OTHERWISE, THAT WOULD OR COULD DISPARAGE OR DAMAGE THE REPUTATION OR
OPERATIONS OF CP OR ANY OF THE OTHER RELEASED PARTIES.
EMPLOYEE AND CP WILL
AGREE UPON THE TEXT OF AN EMPLOYMENT REFERENCE AND WILL IDENTIFY THE INDIVIDUALS
AT CP TO BE CONTACTED FOR THE REFERENCE.
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11.
"CONFIDENTIAL INFORMATION" INCLUDES THE
FOLLOWING INFORMATION OF CP AND/OR ANY OF ITS AFFILIATES OR SUBSIDIARIES
(INCLUDING BUT NOT LIMITED TO JOINT VENTURES AND JOINT MARKETING COMPANIES)
AND/OR COOPERATIVE MANAGEMENT PARTNERS (ANY OR ALL OF WHOM ARE REFERRED TO FOR
THE PURPOSES OF THIS SECTION AS "THE COMPANY"):
(A)
EMPLOYEE DATA AND INFORMATION, COMPENSATION
DATA, LABOR RELATIONS, EMPLOYMENT, AND RECRUITMENT STRATEGIES;
(B)
STRATEGIC AND TACTICAL BUSINESS, FINANCIAL,
PROFIT, MARKETING, DEVELOPMENT, ANALYTICAL, SALES AND TECHNICAL SERVICE (BOTH
SHORT AND LONG TERM) INFORMATION, PLANS, AND PROGRAMS, INCLUDING THE PROCESS BY
WHICH THE COMPANY DEVELOPS SUCH INFORMATION, PLANS AND PROGRAMS;
(c)
Customer pricing agreements, business
contract details, identification of specific Company customers with whom
Employee came into contact or gained knowledge during the course of his
employment with the Company, and exclusive business and supply arrangements;
(d)
Customer development and application plans
and programs specific to product lines and global business operating spaces;
(e)
All information regarding process, product
and use application patents, pending patents, and patent applications, as well
as current research, development, and application work underway regarding future
patents;
(f)
Manufacturing cost data and product
profitability information;
(g)
Programs and details regarding corn
purchasing, handling and storage;
(h)
Internal organizational structures and
reporting relationships;
(i)
Business licensing agreements and other
internal contractual relationships not generally known to the public;
(j)
The relationships of the Company and its
internal affiliates;
(k)
Current and developmental products, their
manufacturing processes, procedures, and use application technologies; and
(l)
Vendor (equipment and supplies)
programs, developmental arrangements, and pricing details.
12.
EMPLOYEE ACKNOWLEDGES THAT, BY REASON OF HIS
POSITION WITH CP, HE HAS BECOME FAMILIAR WITH CONFIDENTIAL INFORMATION.
EMPLOYEE AGREES NOT TO USE FOR ANY PURPOSE OR DISCLOSE TO ANYONE SUCH
CONFIDENTIAL INFORMATION.
EMPLOYEE FURTHER RECOGNIZES THAT CP IS ENGAGED IN A
HIGHLY COMPETITIVE BUSINESS, AND THAT CP HAS A LEGITIMATE BUSINESS INTEREST IN
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PRESERVING ANY AND ALL OF ITS TRADE SECRETS AND OTHER HIGHLY CONFIDENTIAL AND/OR
PROPRIETARY INFORMATION THAT EMPLOYEE HAS ACQUIRED OR MAY HAVE ACQUIRED WHILE
EMPLOYED BY CP, AND THAT CP WILL SUFFER IRREPARABLE HARM SHOULD SUCH
CONFIDENTIAL INFORMATION BE UTILIZED BY A COMPETITOR OR OTHER PERSON OR FIRM.
EMPLOYEE FURTHER ACKNOWLEDGES THAT ALL SUCH CONFIDENTIAL AND/OR PROPRIETARY
INFORMATION AND TRADE SECRETS ACQUIRED THROUGH EMPLOYEE'S EMPLOYMENT ARE OWNED
AND SHALL CONTINUE TO BE OWNED BY CP.
CONFIDENTIAL AND/OR PROPRIETARY
INFORMATION DOES NOT INCLUDE INFORMATION THAT IS OR BECOMES GENERALLY KNOWN TO
THE PUBLIC THROUGH NO ACTION ON EMPLOYEE'S PART.
EMPLOYEE ACKNOWLEDGES THAT THE
RESTRICTIONS CONTAINED IN THIS PARAGRAPH ARE REASONABLE AND NECESSARY IN ORDER
TO PROTECT CP'S LEGITIMATE BUSINESS INTERESTS, AND THAT ANY VIOLATION THEREOF
COULD RESULT