OTHER PROVISION OF THIS AGREEMENT TO
THE CONTRARY, EXECUTIVE ACKNOWLEDGES AND AGREES THAT OTHER THAN ANY CLAIM FOR
THE LIQUIDATED DAMAGES CONTEMPLATED HEREUNDER, HE WAIVES ANY RIGHTS TO BE
AWARDED ANY OTHER DAMAGES WITH RESPECT TO ANY CLAIM HE MAY HAVE UNDER THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY OR PUNITIVE DAMAGES.
6.
RESTRICTIVE COVENANTS.
(A)
EXECUTIVE ACKNOWLEDGES THAT:
(I) AS A RESULT OF EXECUTIVE'S
EMPLOYMENT WITH THE EMPLOYER, HE WILL OBTAIN SECRET, PROPRIETARY AND
CONFIDENTIAL INFORMATION CONCERNING THE BUSINESS OF THE EMPLOYER, INCLUDING,
WITHOUT LIMITATION, BUSINESS AND MARKETING PLANS, STRATEGIES, EMPLOYEE LISTS,
PATRON LISTS, OPERATING PROCEDURES, BUSINESS RELATIONSHIPS (INCLUDING PERSONS,
CORPORATIONS OR OTHER ENTITIES PERFORMING SERVICES ON BEHALF OF OR OTHERWISE
ENGAGED IN BUSINESS TRANSACTIONS
6
WITH THE EMPLOYER), ACCOUNTS, FINANCIAL DATA, KNOW-HOW, COMPUTER SOFTWARE AND
RELATED DOCUMENTATION, TRADE SECRETS, PROCESSES, POLICIES AND/OR PERSONNEL, AND
OTHER INFORMATION RELATING TO THE EMPLOYER ("CONFIDENTIAL INFORMATION");
(II) THE CONFIDENTIAL INFORMATION HAS BEEN DEVELOPED AND CREATED BY THE EMPLOYER
AT SUBSTANTIAL EXPENSE AND THE CONFIDENTIAL INFORMATION CONSTITUTES VALUABLE
PROPRIETARY ASSETS AND THE EMPLOYER WILL SUFFER SUBSTANTIAL DAMAGE AND
IRREPARABLE HARM WHICH WILL BE DIFFICULT TO COMPUTE IF, DURING THE TERM OF THE
AGREEMENT AND THEREAFTER, EXECUTIVE SHOULD ENTER A COMPETITIVE BUSINESS (AS
DEFINED HEREIN) IN VIOLATION OF THE PROVISIONS OF THIS AGREEMENT; (III) THE
EMPLOYER WILL SUFFER SUBSTANTIAL DAMAGE WHICH WILL BE DIFFICULT TO COMPUTE IF,
DURING THE TERM OF THE AGREEMENT OR THEREAFTER, EXECUTIVE SHOULD SOLICIT OR
INTERFERE WITH THE EMPLOYER'S EMPLOYEES, PATRONS OR VENDORS OR SHOULD DIVULGE
CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF THE EMPLOYER; (IV) THE
PROVISIONS OF THIS SECTION 6 ARE REASONABLE AND NECESSARY FOR THE PROTECTION OF
THE BUSINESS OF THE EMPLOYER; (V) THE EMPLOYER WOULD NOT HAVE HIRED OR EMPLOYED
EXECUTIVE UNLESS HE SIGNED THIS AGREEMENT; AND (VI) THE PROVISIONS OF THIS
AGREEMENT WILL NOT PRECLUDE EXECUTIVE FROM OTHER GAINFUL EMPLOYMENT.
"COMPETITIVE BUSINESS" SHALL MEAN ANY GAMING ESTABLISHMENT WHICH PROVIDES TO ITS
PATRONS GAMES OF CHANCE SUCH AS SLOT MACHINES, CARD GAMES, ROULETTE, AND SIMILAR
GAMES IN THE STATE OF NEW YORK OR WITHIN THE 100 MILE RADIUS OF NATION
TERRITORY.
(B)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE UNAUTHORIZED DISCLOSURE
OR MISUSE OF CONFIDENTIAL INFORMATION WILL CAUSE SUBSTANTIAL DAMAGE TO THE
EMPLOYER.
THEREFORE, EXECUTIVE AGREES NOT TO, AT ANY TIME, EITHER DURING THE
TERM OF THE AGREEMENT OR THEREAFTER, DIVULGE, USE, PUBLISH OR IN ANY OTHER
MANNER REVEAL, DIRECTLY OR INDIRECTLY, TO ANY PERSON, FIRM OR CORPORATION ANY
CONFIDENTIAL INFORMATION OBTAINED OR LEARNED BY EXECUTIVE DURING THE COURSE OF
HIS EMPLOYMENT WITH THE EMPLOYER, WITH REGARD TO THE OPERATIONAL, FINANCIAL,
BUSINESS OR OTHER AFFAIRS AND ACTIVITIES OF THE EMPLOYER, THEIR OFFICERS,
DIRECTORS OR EMPLOYEES AND THE ENTITIES WITH WHICH THEY HAVE BUSINESS
RELATIONSHIPS, EXCEPT (I) AS MAY BE NECESSARY TO THE PERFORMANCE OF EXECUTIVE'S
DUTIES WITH THE EMPLOYER, (II) WITH THE PARENT'S EXPRESS WRITTEN CONSENT,
(III) TO THE EXTENT THAT ANY SUCH INFORMATION IS IN THE PUBLIC DOMAIN OTHER THAN
AS A RESULT OF EXECUTIVE'S BREACH OF ANY OF OBLIGATIONS HEREUNDER, OR (IV) WHERE
REQUIRED TO