THAT THE RESTRICTIONS SET FORTH IN THIS PARAGRAPH ARE SEVERABLE AND INDEPENDENT
AGREEMENTS SEPARATED BY GOOD AND VALUABLE CONSIDERATION GIVEN FOR EACH AND IS A
MATERIAL INDUCEMENT TO ZALE ENTERING INTO THIS AGREEMENT.
9.
EMPLOYEE AGREES TO COOPERATE FULLY WITH
ZALE, SPECIFICALLY INCLUDING ANY ATTORNEY OR OTHER CONSULTANT RETAINED BY ZALE,
IN CONNECTION WITH ANY PENDING OR FUTURE LITIGATION, ARBITRATION, BUSINESS, OR
INVESTIGATORY MATTER.
THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH
4
COOPERATION MAY INCLUDE, BUT SHALL IN NO WAY BE LIMITED TO, EMPLOYEE'S MAKING
HIMSELF AVAILABLE FOR INTERVIEW BY ZALE, OR ANY ATTORNEY OR OTHER CONSULTANT
RETAINED BY ZALE, AND PROVIDING TO ZALE ANY DOCUMENTS IN HIS POSSESSION OR UNDER
HIS CONTROL.
ZALE AGREES TO PROVIDE EMPLOYEE WITH REASONABLE NOTICE OF THE NEED
FOR ASSISTANCE WHEN FEASIBLE.
ZALE ADDITIONALLY AGREES TO SCHEDULE SUCH
ASSISTANCE IN SUCH A MANNER AS NOT TO INTERFERE WITH ANY ALTERNATIVE EMPLOYMENT
OBTAINED BY EMPLOYEE WHEN POSSIBLE.
10.
EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD ACCESS
TO AND BECOME FAMILIAR WITH VARIOUS TRADE SECRETS AND PROPRIETARY AND
CONFIDENTIAL INFORMATION OF ZALE, ITS SUBSIDIARIES AND AFFILIATES, INCLUDING,
BUT NOT LIMITED TO: IDENTITIES, RESPONSIBILITIES, CONTACT INFORMATION,
PERFORMANCE AND/OR COMPENSATION LEVELS OF EMPLOYEES, COSTS AND METHODS OF DOING
BUSINESS, SYSTEMS, PROCESSES, COMPUTER HARDWARE AND SOFTWARE, COMPILATIONS OF
INFORMATION, THIRD-PARTY IT SERVICE PROVIDERS AND OTHER COMPANY VENDORS,
RECORDS, SALES REPORTS, SALES PROCEDURES, FINANCIAL INFORMATION, CUSTOMER
REQUIREMENTS, PRICING TECHNIQUES, CUSTOMER LISTS, PRICE LISTS, INFORMATION ABOUT
PAST, PRESENT, PENDING AND/OR PLANNED COMPANY TRANSACTIONS, AND OTHER
CONFIDENTIAL INFORMATION (COLLECTIVELY, REFERRED TO AS "TRADE SECRETS") WHICH
ARE OWNED BY ZALE, ITS SUBSIDIARIES AND/OR AFFILIATES AND REGULARLY USED IN THE
OPERATION OF ITS BUSINESS, AND AS TO WHICH ZALE, ITS SUBSIDIARIES AND/OR
AFFILIATES TAKE PRECAUTIONS TO PREVENT DISSEMINATION TO PERSONS OTHER THAN
CERTAIN DIRECTORS, OFFICERS AND EMPLOYEES.
EMPLOYEE ACKNOWLEDGES AND AGREES
THAT THE TRADE SECRETS (1) ARE SECRET AND NOT KNOWN IN THE INDUSTRY; (2) GIVE
THE COMPANY OR ITS SUBSIDIARIES AND/OR AFFILIATES AN ADVANTAGE OVER COMPETITORS
WHO DO NOT KNOW OR USE THE TRADE SECRETS; (3) ARE OF SUCH VALUE AND NATURE AS TO
MAKE IT REASONABLE AND NECESSARY TO PROTECT AND PRESERVE THE CONFIDENTIALITY AND
SECRECY OF THE TRADE SECRETS; AND (4) ARE VALUABLE AND SPECIAL AND UNIQUE ASSETS
OF ZALE OR ITS SUBSIDIARIES AND/OR AFFILIATES, THE DISCLOSURE OF WHICH COULD
CAUSE SUBSTANTIAL INJURY AND LOSS OF PROFITS AND GOODWILL TO ZALE OR ITS
SUBSIDIARIES AND/OR AFFILIATES.
(A)
EMPLOYEE SHALL NOT USE IN ANY WAY OR
DISCLOSE ANY OF THE TRADE SECRETS, DIRECTLY OR INDIRECTLY, AT ANY TIME IN THE
FUTURE, UNLESS THE INFORMATION BECOMES PUBLIC KNOWLEDGE OTHER THAN AS A RESULT
OF AN UNAUTHORIZED DISCLOSURE BY THE EMPLOYEE.
ALL FILES, RECORDS, DOCUMENTS,
INFORMATION, DATA, AND SIMILAR ITEMS RELATING TO THE BUSINESS OF ZALE, WHETHER
PREPARED BY EMPLOYEE OR OTHERWISE COMING INTO HIS POSSESSION, WILL REMAIN THE
EXCLUSIVE PROPERTY OF ZALE, AND IN ANY EVENT MUST BE PROMPTLY DELIVERED TO ZALE
UPON EXECUTION OF THIS AGREEMENT.
(B)
EMPLOYEE AGREES THAT UPON HIS RECEIPT OF ANY
FORMAL OR INFORMAL REQUEST, REQUIREMENT, SUBPOENA, PROCESS,