DISCLOSE CONFIDENTIAL
INFORMATION PURSUANT TO A DEPOSITION, INTERROGATION, REQUEST FOR INFORMATION OR
DOCUMENTS IN LEGAL PROCEEDINGS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND,
GOVERNMENTAL OR REGULATORY PROCESS OR SIMILAR PROCESS, (A) EXECUTIVE SHALL
PROMPTLY NOTIFY IN WRITING THE COMPANY, AND REASONABLY CONSULT WITH AND
REASONABLY ASSIST THE COMPANY IN SEEKING A PROTECTIVE ORDER OR REQUEST FOR OTHER
APPROPRIATE REMEDY, (B) IN THE EVENT THAT SUCH PROTECTIVE ORDER OR REMEDY IS NOT
OBTAINED, OR IF THE COMPANY WAIVES COMPLIANCE WITH
10
THE TERMS HEREOF, EXECUTIVE SHALL DISCLOSE ONLY THAT PORTION OF THE CONFIDENTIAL
INFORMATION THAT, ACCORDING TO EXECUTIVE'S COUNSEL, IS LEGALLY REQUIRED TO BE
DISCLOSED AND (C) TO THE EXTENT POSSIBLE, THE COMPANY SHALL BE GIVEN AN
OPPORTUNITY TO REVIEW THE CONFIDENTIAL INFORMATION PRIOR TO DISCLOSURE THEREOF.
(B)
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL INFORMATION" MEANS
INFORMATION AND DATA CONCERNING THE BUSINESS OR AFFAIRS OF THE COMPANY AND ITS
SUBSIDIARIES AND AFFILIATES, INCLUDING, WITHOUT LIMITATION, ALL BUSINESS
INFORMATION (WHETHER OR NOT IN WRITTEN FORM) WHICH RELATES TO THE COMPANY, ITS
SUBSIDIARIES OR AFFILIATES, OR THEIR CUSTOMERS, SUPPLIERS OR CONTRACTORS OR ANY
OTHER THIRD PARTIES IN RESPECT OF WHICH THE COMPANY OR ITS SUBSIDIARIES OR
AFFILIATES HAS A BUSINESS RELATIONSHIP OR OWES A DUTY OF CONFIDENTIALITY, OR
THEIR RESPECTIVE BUSINESSES OR PRODUCTS, AND WHICH IS NOT KNOWN TO THE PUBLIC
GENERALLY OR WITHIN THE INDUSTRY OTHER THAN AS A RESULT OF EXECUTIVE'S BREACH OF
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:
TECHNICAL INFORMATION OR REPORTS;
TRADE SECRETS; UNWRITTEN KNOWLEDGE AND "KNOW-HOW"; OPERATING INSTRUCTIONS;
TRAINING MANUALS; CUSTOMER LISTS; CUSTOMER BUYING RECORDS AND HABITS; PRODUCT
SALES RECORDS AND DOCUMENTS, AND PRODUCT DEVELOPMENT, MARKETING AND SALES
STRATEGIES; MARKET SURVEYS; MARKETING PLANS; PROFITABILITY ANALYSES; PRODUCT
COST; LONG-RANGE PLANS; INFORMATION RELATING TO PRICING, COMPETITIVE STRATEGIES
AND NEW PRODUCT DEVELOPMENT; INFORMATION RELATING TO ANY FORMS OF COMPENSATION
OR OTHER PERSONNEL-RELATED INFORMATION; CONTRACTS; AND SUPPLIER LISTS.
CONFIDENTIAL INFORMATION WILL NOT INCLUDE SUCH INFORMATION KNOWN TO EXECUTIVE
PRIOR TO EXECUTIVE'S INVOLVEMENT WITH THE COMPANY OR ITS SUBSIDIARIES OR
AFFILIATES OR INFORMATION RIGHTFULLY OBTAINED FROM A THIRD PARTY (OTHER THAN
PURSUANT TO A BREACH BY EXECUTIVE OF THIS AGREEMENT). WITHOUT LIMITING THE
FOREGOING, EXECUTIVE AND THE COMPANY AGREE TO KEEP CONFIDENTIAL THE EXISTENCE
OF, AND ANY INFORMATION CONCERNING, ANY DISPUTE BETWEEN EXECUTIVE AND THE
COMPANY OR ITS SUBSIDIARIES AND AFFILIATES, EXCEPT THAT EXECUTIVE AND THE
COMPANY MAY DISCLOSE INFORMATION CONCERNING SUCH DISPUTE TO THE COURT THAT IS
CONSIDERING SUCH DISPUTE OR TO EXECUTIVE'S OR THE COMPANY'S LEGAL COUNSEL OR
RELATED ADVISORS AND EXPERTS (PROVIDED THAT SUCH PERSONS MAY NOT DISCLOSE ANY
SUCH INFORMATION OTHER THAN AS NECESSARY TO THE PROSECUTION OR DEFENSE OF SUCH
DISPUTE)
(C)
EXCEPT AS EXPRESSLY SET FORTH OTHERWISE IN THIS AGREEMENT OR TO THE EXTENT
PREVIOUSLY DISCLOSED BY THE COMPANY, EXECUTIVE AGREES THAT EXECUTIVE SHALL NOT
DISCLOSE THE TERMS OF THIS AGREEMENT, EXCEPT (I) TO EXECUTIVE'S FAMILY AND
EXECUTIVE'S FINANCIAL AND LEGAL ADVISORS, (II) AS MAY BE REQUIRED BY LAW OR
ORDERED BY A COURT OR OTHER GOVERNMENTAL ENTITY WITH SUBPOENA POWER OR (III) AS
MAY BE REASONABLY NECESSARY