CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES THAT, WHILE EMPLOYED BY
THE COMPANY, EXECUTIVE WILL OCCUPY A POSITION OF TRUST AND CONFIDENCE.
THE
COMPANY, ITS SUBSIDIARIES AND/OR AFFILIATES SHALL PROVIDE EXECUTIVE WITH
"CONFIDENTIAL INFORMATION" AS REFERRED TO BELOW.
EXECUTIVE SHALL NOT, EXCEPT AS
MAY BE REQUIRED TO PERFORM EXECUTIVE'S DUTIES HEREUNDER OR AS REQUIRED BY
APPLICABLE LAW, WITHOUT LIMITATION IN TIME, COMMUNICATE, DIVULGE, DISSEMINATE,
DISCLOSE TO OTHERS OR OTHERWISE USE, WHETHER DIRECTLY OR INDIRECTLY, ANY
CONFIDENTIAL INFORMATION REGARDING THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES
AND/OR AFFILIATES.
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION ABOUT THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR AFFILIATES, AND THEIR RESPECTIVE BUSINESSES, EMPLOYEES,
CONSULTANTS, CONTRACTORS, CLIENTS AND CUSTOMERS THAT IS NOT DISCLOSED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES
2A
FOR FINANCIAL REPORTING PURPOSES OR OTHERWISE GENERALLY MADE AVAILABLE TO THE
PUBLIC (OTHER THAN BY EXECUTIVE'S BREACH OF THE TERMS HEREOF) AND THAT WAS
LEARNED OR DEVELOPED BY EXECUTIVE IN THE COURSE OF EMPLOYMENT BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR AFFILIATES, INCLUDING (WITHOUT LIMITATION) ANY
PROPRIETARY KNOWLEDGE, TRADE SECRETS, DATA, FORMULAE, INFORMATION AND CLIENT AND
CUSTOMER LISTS AND ALL PAPERS, RESUMES, AND RECORDS (INCLUDING COMPUTER RECORDS)
OF THE DOCUMENTS CONTAINING SUCH CONFIDENTIAL INFORMATION.
EXECUTIVE
ACKNOWLEDGES THAT SUCH CONFIDENTIAL INFORMATION IS SPECIALIZED, UNIQUE IN NATURE
AND OF GREAT VALUE TO THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES, AND THAT
SUCH INFORMATION GIVES THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES A
COMPETITIVE ADVANTAGE.
EXECUTIVE AGREES TO DELIVER OR RETURN TO THE COMPANY, AT
THE COMPANY'S REQUEST AT ANY TIME OR UPON TERMINATION OR EXPIRATION OF
EXECUTIVE'S EMPLOYMENT OR AS SOON THEREAFTER AS POSSIBLE, ALL DOCUMENTS,
COMPUTER TAPES AND DISKS, RECORDS, LISTS, DATA, DRAWINGS, PRINTS, NOTES AND
WRITTEN INFORMATION (AND ALL COPIES THEREOF) FURNISHED BY THE COMPANY AND ITS
SUBSIDIARIES OR AFFILIATES OR PREPARED BY EXECUTIVE IN THE COURSE OF EXECUTIVE'S
EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES.
AS USED IN THIS
AGREEMENT, "SUBSIDIARIES" AND "AFFILIATES" SHALL MEAN ANY COMPANY CONTROLLED BY,
CONTROLLING OR UNDER COMMON CONTROL WITH THE COMPANY.
FOR PURPOSES OF THIS
AGREEMENT, "CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE ANY INFORMATION THAT IS
NOW OR HEREAFTER BECOMES KNOWN TO THE PUBLIC OR OTHERWISE IS IN THE PUBLIC
DOMAIN OTHER THAN THROUGH EXECUTIVE'S FAULT, BREACH, DISCLOSURE, OR OTHER ACT OF
EXECUTIVE.
(G)
NON-COMPETITION.
IN CONSIDERATION OF THIS AGREEMENT, AND OTHER
GOOD AND VALUABLE CONSIDERATION PROVIDED HEREUNDER, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED BY EXECUTIVE, EXECUTIVE HEREBY AGREES AND
COVENANTS THAT, DURING EXECUTIVE'S EMPLOYMENT HEREUNDER AND FOR A PERIOD OF
TWELVE (12) MONTHS THEREAFTER (THE "RESTRICTED PERIOD"), EXECUTIVE SHALL NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, DIRECTLY OR INDIRECTLY, ENGAGE
IN OR BECOME ASSOCIATED WITH A COMPETITIVE ACTIVITY.
FOR PURPOSES OF THIS SECTION 2A(B), (I) A "COMPETITIVE ACTIVITY" MEANS ANY
BUSINESS OR OTHER ENDEAVOR INVOLVING SIMILAR PRODUCTS IF SUCH BUSINESS OR
ENDEAVOR IS IN A COUNTRY (INCLUDING THE UNITED STATES) IN WHICH THE COMPANY (OR
ANY OF ITS BUSINESSES) PROVIDES OR PLANNED TO PROVIDE DURING EXECUTIVE'S
EMPLOYMENT HEREUNDER SUCH SIMILAR