ORAL, WRITTEN AND
ELECTRONICALLY OR DIGITALLY STORED INFORMATION RELATED TO THE COMPANY'S
FINANCIAL AFFAIRS, FINANCING METHODS, PROFIT AND PERFORMANCE REPORTS,
ACCOUNTING, MARKETING, METHODS OF OPERATION AND SALES, CURRENT OR POTENTIAL
CUSTOMER LISTS, CURRENT OR POTENTIAL VENDOR LISTS, BUSINESS PLANS AND
STRATEGIES, PRODUCT DEVELOPMENT, IDEAS, CONCEPTS, DESIGNS, IMPROVEMENTS,
PROCESSES, CURRENT AND FUTURE DEVELOPMENT AND EXPANSION OR CONTRACTION PLANS OF
THE COMPANY,
INFORMATION CONCERNING PERSONNEL ASSIGNMENTS AND PERSONNEL MATTERS, TRAINING
MANUALS, AND ANY OTHER INFORMATION RELATING TO THE COMPANY'S BUSINESS THAT IS
TREATED BY THE COMPANY AS CONFIDENTIAL OR IS LABELED AS "CONFIDENTIAL" OR TO
SIMILAR EFFECT. CONFIDENTIAL INFORMATION ALSO INCLUDES ANY INFORMATION DESCRIBED
AS PROPRIETARY OR DESIGNATED AS CONFIDENTIAL INFORMATION, WHETHER OR NOT OWNED
BY THE COMPANY.
Executive agrees that during employment with the Company and for all periods
following the termination of employment, Executive shall not, other than on
behalf of the Company, divulge or make use of any confidential information of
the Company directly, indirectly, personally, or on behalf of any other person,
business, corporation or entity, and further shall diligently protect any and
all Confidential Information against loss by inadvertent or unauthorized
disclosure, use or misappropriation during this period. This covenant is not
intended to and does not limit in any way Executive's duties and obligations to
the Company under statutory or case law not to disclose or make personal use of
such information or any trade secret information of the Company.
9. EQUITABLE REMEDIES; AVAILABILITY OF OTHER REMEDIES; OBLIGATIONS ABSOLUTE.
(a) EXECUTIVE REPRESENTS AND WARRANTS THAT EXECUTIVE HAS HAD AN OPPORTUNITY TO
CONSULT WITH AN ATTORNEY REGARDING THIS AGREEMENT, HAS THOROUGHLY AND COMPLETELY
REVIEWED THIS AGREEMENT WITH AN ATTORNEY, AND FULLY UNDERSTANDS THE CONTENTS
HEREOF.
(b) EXECUTIVE ACKNOWLEDGES THAT (I) THE PROVISIONS OF SECTIONS 5, 6, 7, AND 8
ARE REASONABLE AND NECESSARY TO PROTECT THE LEGITIMATE INTERESTS OF IDEX AND ITS
AFFILIATES, AND (II) ANY VIOLATION OF SECTIONS 5, 6, 7, OR 8 WILL RESULT IN
IRREPARABLE INJURY TO IDEX, THE EXACT AMOUNT OF WHICH WILL BE DIFFICULT TO
ASCERTAIN, AND THAT THE REMEDIES AT LAW FOR ANY SUCH VIOLATION WOULD NOT BE
REASONABLE OR ADEQUATE COMPENSATION TO IDEX AND ITS AFFILIATES FOR SUCH A
VIOLATION. ACCORDINGLY, EXECUTIVE AGREES THAT IF EXECUTIVE VIOLATES THE
PROVISIONS OF SECTIONS 5, 6, OR 8 IN ADDITION TO ANY OTHER REMEDY WHICH MAY BE
AVAILABLE AT LAW OR IN EQUITY, IDEX AND ITS AFFILIATES SHALL BE ENTITLED TO
SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF, WITHOUT POSTING BOND OR OTHER
SECURITY, AND WITHOUT THE NECESSITY OF PROVING ACTUAL DAMAGES. FURTHER,
EXECUTIVE UNDERSTANDS THAT ANY DAMAGES BASED ON THE BREACH OF THE PROVISIONS OF
SECTION 7 WILL BE DIFFICULT TO MEASURE, AND BASED ON SUCH CONSIDERATION,
EXECUTIVE UNDERSTANDS AND AGREES THAT BASED ON ANY BREACH OF THE PROVISIONS IN
SECTION 7 BY EXECUTIVE, EXECUTIVE SHALL BE LIABLE TO IDEX FOR THE AMOUNT OF TWO
HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000).
(c) THE RIGHTS AND REMEDIES OF IDEX AND ITS AFFILIATES UNDER THIS AGREEMENT
ARE NOT EXCLUSIVE OF OR LIMITED BY