SALES, MARKETING, PROMOTIONS, GOVERNMENT AND
REGULATORY ACTIVITIES AND APPROVALS CONCERNING THE PAST, CURRENT OR FUTURE
BUSINESS, ACTIVITIES AND OPERATIONS OF THE COMPANY OR ITS AFFILIATES AND/OR ANY
THIRD PARTY THAT HAS DISCLOSED OR PROVIDED ANY OF SAME TO THE COMPANY OR ITS
AFFILIATES ON A CONFIDENTIAL BASIS ("CONFIDENTIAL INFORMATION") WITHOUT THE
PRIOR WRITTEN AUTHORIZATION OF THE COMPANY.
(II)
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE ANY INFORMATION
THAT IS (A) GENERALLY KNOWN TO THE INDUSTRY OR THE PUBLIC OTHER THAN AS A RESULT
OF THE EXECUTIVE'S BREACH OF THIS COVENANT OR ANY BREACH OF OTHER
CONFIDENTIALITY OBLIGATIONS BY THIRD PARTIES; (B) MADE LEGITIMATELY AVAILABLE TO
EXECUTIVE BY A THIRD PARTY WITHOUT BREACH OF ANY
8
CONFIDENTIALITY OBLIGATION; OR (C) REQUIRED BY LAW TO BE DISCLOSED; PROVIDED,
HOWEVER, THAT THE EXECUTIVE SHALL GIVE PROMPT WRITTEN NOTICE TO THE COMPANY OF
SUCH REQUIREMENT, DISCLOSE NO MORE INFORMATION THAN IS SO REQUIRED, AND
COOPERATE (AT THE COMPANY'S EXPENSE) WITH ANY ATTEMPTS BY THE COMPANY TO OBTAIN
A PROTECTIVE ORDER OR SIMILAR TREATMENT.
(III)
UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
FOR ANY REASON, THE EXECUTIVE SHALL: (A) CEASE AND NOT THEREAFTER COMMENCE USE
OF ANY CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY (INCLUDING WITHOUT
LIMITATION, ANY PATENT, INVENTION, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE
NAME, LOGO, DOMAIN NAME OR OTHER SOURCE INDICATOR) OWNED OR USED BY THE COMPANY,
ITS SUBSIDIARIES OR AFFILIATES; (B) IMMEDIATELY DESTROY, DELETE, OR RETURN TO
THE COMPANY, AT THE COMPANY'S OPTION, ALL ORIGINALS AND COPIES IN ANY FORM OR
MEDIUM (INCLUDING MEMORANDA, BOOKS, PAPERS, PLANS, COMPUTER FILES, LETTERS AND
OTHER DATA) IN EXECUTIVE'S POSSESSION OR CONTROL (INCLUDING ANY OF THE FOREGOING
STORED OR LOCATED IN EXECUTIVE'S OFFICE, HOME, LAPTOP OR OTHER COMPUTER, WHETHER
OR NOT COMPANY PROPERTY) THAT CONTAIN CONFIDENTIAL INFORMATION OR OTHERWISE
RELATE TO THE BUSINESS OF THE COMPANY, ITS AFFILIATES AND SUBSIDIARIES, EXCEPT
THAT EXECUTIVE MAY RETAIN ONLY THOSE PORTIONS OF ANY PERSONAL NOTES, NOTEBOOKS
AND DIARIES THAT DO NOT CONTAIN ANY CONFIDENTIAL INFORMATION; AND (C) NOTIFY AND
FULLY COOPERATE WITH THE COMPANY (AT THE COMPANY'S EXPENSE) REGARDING THE
DELIVERY OR DESTRUCTION OF ANY OTHER CONFIDENTIAL INFORMATION OF WHICH EXECUTIVE
IS OR BECOMES AWARE.
NOTWITHSTANDING THE FOREGOING, THE NON-DISCLOSURE AND
NON-USE COVENANTS IN THIS SECTION 8(A) SHALL CEASE TO APPLY THREE (3) YEARS
AFTER THE DATE OF TERMINATION WITH RESPECT TO ANY CONFIDENTIAL INFORMATION THAT
DOES NOT MEET THE DEFINITION OF "TRADE SECRET" UNDER GEORGIA LAW.
(B)
NON-DISPARAGEMENT.
(I)
THE EXECUTIVE SHALL NOT AT ANY TIME MAKE ANY ORAL OR WRITTEN
STATEMENT ABOUT THE COMPANY, ITS AFFILIATES OR ITS SHAREHOLDERS, REGARDING ANY
OF THE FOREGOING'S FINANCIAL STATUS, BUSINESS, COMPLIANCE WITH LAWS, ETHICS,
SHAREHOLDERS, PARTNERS, PERSONNEL, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS,
AGENTS, SERVICES, BUSINESS METHODS OR OTHERWISE, WHICH IS INTENDED OR REASONABLY
LIKELY TO DISPARAGE ANY MEMBER OF THE PROTECTED GROUP, OR OTHERWISE DEGRADE ANY
MEMBER OF THE PROTECTED GROUP'S REPUTATION IN THE BUSINESS, INDUSTRY OR LEGAL
COMMUNITY IN WHICH ANY SUCH MEMBER OPERATES; PROVIDED THAT THE EXECUTIVE SHALL
BE PERMITTED TO (A) MAKE ANY STATEMENT THAT IS REQUIRED BY APPLICABLE