OR ATTEMPT TO INFLUENCE, FOR A PURPOSE OR
IN A MANNER THAT WOULD LIKELY BE MATERIALLY DETRIMENTAL TO THE BUSINESS, ANY
PROVIDER OF SERVICES OR PRODUCTS TO THE BUSINESS WITH RESPECT TO ITS
RELATIONSHIP WITH THE BUSINESS, INCLUDING, WITHOUT LIMITATION, ANY PERSON OR
ENTITY WHICH HAS BEEN A PROVIDER OF SERVICES OR PRODUCTS TO THE BUSINESS DURING
THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, OR TAKE ANY ACTION DETRIMENTAL TO
THE EXISTING OR PROSPECTIVE RELATIONSHIPS BETWEEN THE BUSINESS AND ANY PROVIDER
OF SERVICES; OR (IV) ASSIST OR ENCOURAGE ANY OTHER PERSON IN CARRYING OUT,
DIRECTLY OR INDIRECTLY, ANY ACTIVITY THAT WOULD BE PROHIBITED BY THE PROVISIONS
OF THIS SECTION 6(B) IF SUCH ACTIVITY WERE CARRIED OUT BY THE EXECUTIVE, AND, IN
PARTICULAR, THE EXECUTIVE AGREES THAT SHE WILL NOT, DIRECTLY OR INDIRECTLY,
INDUCE ANY EMPLOYEE OF THE BUSINESS TO CARRY OUT ANY SUCH ACTIVITY.
(C)
CONFIDENTIALITY.
THE EXECUTIVE RECOGNIZES
THAT THE SERVICES SHE PERFORMED FOR THE COMPANY ARE SPECIAL, UNIQUE AND
EXTRAORDINARY IN THAT SHE HAS ACQUIRED CONFIDENTIAL INFORMATION AND TRADE
SECRETS CONCERNING THE OPERATIONS OF THE COMPANY GROUP THE USE OR DISCLOSURE OF
WHICH COULD CAUSE THE COMPANY SUBSTANTIAL LOSS AND DAMAGES WHICH COULD NOT BE
READILY CALCULATED, AND FOR WHICH NO REMEDY AT LAW WOULD BE ADEQUATE.
ACCORDINGLY, THE EXECUTIVE COVENANTS AND AGREES WITH THE COMPANY THAT THE
EXECUTIVE WILL NOT AT ANY TIME, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY'S BOARD OF DIRECTORS, DIRECTLY OR INDIRECTLY, DISCLOSE ANY SECRET OR
CONFIDENTIAL INFORMATION THAT THE EXECUTIVE LEARNED BY REASON OF HER ASSOCIATION
WITH THE COMPANY.
THE TERM "CONFIDENTIAL INFORMATION" INCLUDES, WITHOUT
LIMITATION, INFORMATION NOT PREVIOUSLY DISCLOSED TO THE PUBLIC OR TO THE TRADE
BY THE COMPANY'S MANAGEMENT WITH RESPECT TO THE COMPANY OR ANY OF ITS PARENT'S
OR SUBSIDIARIES' BUSINESS PLANS, PROSPECTS AND OPPORTUNITIES, THE IDENTITY OF
ANY SUPPLIERS, PROPRIETARY INFORMATION REGARDING CUSTOMERS, OPERATIONAL
STRENGTHS AND WEAKNESSES, TRADE SECRETS, KNOW-HOW AND OTHER INTELLECTUAL
PROPERTY, SYSTEMS, PROCEDURES, MANUALS, CONFIDENTIAL REPORTS, PRODUCT PRICE
LISTS, MARKETING PLANS OR STRATEGIES, AND FINANCIAL INFORMATION.
7.
Exclusive Property.
The Executive
confirms that all "confidential information" (as such term is used in the
Employment Agreement)
is and shall remain the exclusive property of the Company
Group.
All business records, papers and documents kept or made by the Executive
relating to the business of the Company Group shall be and remain the property
of the Company Group.
The Executive further confirms that, on or prior to the
Termination Date, the Executive surrendered to the Company all copies and
extracts of any written confidential information acquired or developed by the
Executive during any such employment, shareholding or association, and that the
Executive has not removed or taken from the premises of any member of the
Company Group any written confidential information or any copies or extracts
thereof.
Upon the request and at the expense of the Company Group, the
Executive shall promptly make all disclosures, execute all instruments and
papers and perform all acts reasonably necessary to vest and confirm in the
Company Group, fully and