BUT NOT LIMITED TO,
ALGORITHMS, SOURCE CODE, SYSTEM DESIGNS, DATA FORMATS, CUSTOMER LISTS OR
RECORDS, CUSTOMER INFORMATION, MARK-UPS, PROJECT MATERIALS, INFORMATION
REGARDING INDEPENDENT CONTRACTORS, MARKETING TECHNIQUES, SUPPLIER INFORMATION,
ACCOUNTING METHODOLOGY, CREATIONS (AS HEREINAFTER DEFINED) OR OTHER INFORMATION
WHICH GIVES, OR MAY GIVE, THE COMPANY AND ITS SUBSIDIARIES AN ADVANTAGE IN THE
MARKETPLACE AGAINST ITS COMPETITORS (ALL OF THE FOREGOING ARE HEREINAFTER
REFERRED TO COLLECTIVELY AS THE "PROPRIETARY INFORMATION" EXCEPT FOR INFORMATION
WHICH WAS IN THE PUBLIC DOMAIN WHEN ACQUIRED OR DEVELOPED BY THE COMPANY OR A
SUBSIDIARY, OR WHICH SUBSEQUENTLY ENTERS THE PUBLIC DOMAIN OTHER THAN AS A
RESULT OF A BREACH OF THIS OR ANY OTHER AGREEMENT OR COVENANT).
GRANTEE FURTHER
ACKNOWLEDGES THAT IT WOULD BE POSSIBLE FOR GRANTEE, UPON TERMINATION OF HIS
EMPLOYMENT WITH THE COMPANY OR A SUBSIDIARY, TO USE THE PROPRIETARY INFORMATION
TO BENEFIT OTHER INDIVIDUALS OR ENTITIES.
GRANTEE ACKNOWLEDGES THAT THE COMPANY
AND ITS SUBSIDIARIES HAS EXPENDED CONSIDERABLE TIME AND RESOURCES IN THE
DEVELOPMENT OF THE PROPRIETARY INFORMATION AND THAT THE PROPRIETARY INFORMATION
HAS BEEN DISCLOSED TO OR LEARNED BY GRANTEE SOLELY IN CONNECTION WITH GRANTEE'S
EMPLOYMENT WITH THE COMPANY OR A SUBSIDIARY.
GRANTEE ACKNOWLEDGES THAT THE
PROPRIETARY INFORMATION CONSTITUTES A PROPRIETARY AND EXCLUSIVE INTEREST OF THE
COMPANY AND ITS SUBSIDIARIES, AND, THEREFORE, GRANTEE AGREES THAT DURING THE
TERM OF HIS EMPLOYMENT AND AFTER THE TERMINATION THEREOF, FOR WHATEVER REASON,
ANYWHERE IN THE WORLD, GRANTEE SHALL NOT DIRECTLY OR INDIRECTLY DISCLOSE THE
PROPRIETARY INFORMATION TO ANY PERSON, FIRM, COURT, GOVERNMENTAL ENTITY OR BODY,
CORPORATION OR OTHER ENTITY OR USE THE PROPRIETARY INFORMATION IN ANY MANNER,
EXCEPT IN CONNECTION WITH THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS
SUBSIDIARIES OR PURSUANT TO A VALIDLY ISSUED AND ENFORCEABLE COURT OR
ADMINISTRATIVE ORDER.
IN THE EVENT THAT ANY COURT, ADMINISTRATIVE HEARING
OFFICER OR THE LIKE SHALL REQUEST OR DEMAND DISCLOSURE OF ANY PROPRIETARY
INFORMATION, GRANTEE SHALL PROMPTLY NOTIFY THE COMPANY OF THE SAME AND COOPERATE
WITH THE COMPANY TO OBTAIN APPROPRIATE PROTECTIVE ORDERS IN RESPECT THEREOF.
GRANTEE FURTHER AGREES TO EXECUTE SUCH FURTHER AGREEMENTS OR UNDERSTANDINGS
REGARDING HIS AGREEMENT NOT TO MISUSE OR DISCLOSE PROPRIETARY INFORMATION OR
CREATIONS (DEFINED BELOW) AS THE COMPANY MAY REASONABLY REQUEST.
B.NON-SOLICITATION/NON-COMPETITION.
GRANTEE COVENANTS AND AGREES THAT, WHILE
EMPLOYED BY THE COMPANY OR A SUBSIDIARY, AND FOR A PERIOD OF 12 MONTHS FOLLOWING
THE TERMINATION OF HIS EMPLOYMENT BY THE COMPANY OR A SUBSIDIARY, HE SHALL NOT:
1.DIRECTLY OR INDIRECTLY SOLICIT FOR EMPLOYMENT (BY GRANTEE OR ANY OTHER
PERSON), OFFER EMPLOYMENT TO, OR EMPLOY ANY PERSON WHO WAS AN EMPLOYEE OF THE
COMPANY OR A SUBSIDIARY AT THE TIME GRANTEE'S EMPLOYMENT WITH THE COMPANY OR A
SUBSIDIARY TERMINATES;
3
2.WITHOUT THE WRITTEN CONSENT OF THE BOARD, DIRECTLY OR INDIRECTLY ENGAGE OR
ASSIST ANY PERSON ENGAGING IN, INDIVIDUALLY, OR AS AN OFFICER, DIRECTOR,
EMPLOYEE, AGENT, CONSULTANT, OWNER, PARTNER, MANAGER, MEMBER, PRINCIPAL, OR IN
ANY OTHER CAPACITY, OR RENDER ANY SERVICES TO, A SYSTEMS SOLUTIONS PROVIDER,
DEVELOPER OF ENTERPRISE RESOURCE PLANNING SOFTWARE OR ANY OTHER ENTITY OR PERSON
WHO IS ENGAGED, DIRECTLY OR