OR ANY OF ITS RELATED ENTITIES' BUSINESS PROSPECTS, STRATEGIES AND
OPPORTUNITIES, AND ALL OTHER INFORMATION ABOUT OR GAINED FROM ANY CUSTOMER TO
THE COMPANY OR TO ANY RELATED ENTITY PROVIDING SERVICES DURING EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY AND ALL INFORMATION
4
REASONABLY DETERMINED BY THE COMPANY TO BE PROPRIETARY OR CONFIDENTIAL.
NOTWITHSTANDING THE FOREGOING, THIS CLAUSE SHALL NOT APPLY (I) TO ANY DISCLOSURE
OF CONFIDENTIAL INFORMATION REQUIRED BY LAW OR BY ANY COURT, ARBITRATOR,
MEDIATOR OR ADMINISTRATIVE OR LEGISLATIVE BODY (INCLUDING ANY COMMITTEE THEREOF)
WITH ACTUAL OR APPARENT JURISDICTION TO ORDER THE EXECUTIVE TO DISCLOSE OR MAKE
ACCESSIBLE, (II) TO THE EXTENT REQUIRED IN CONNECTION WITH ANY OTHER LITIGATION,
ARBITRATION OR MEDIATION INVOLVING THIS AGREEMENT, INCLUDING, BUT NOT LIMITED
TO, THE ENFORCEMENT OF THIS AGREEMENT, (III) AS TO CONFIDENTIAL INFORMATION THAT
IS OR BECOMES GENERALLY KNOWN TO THE PUBLIC OR WITHIN THE RELEVANT TRADE OR
INDUSTRY OTHER THAN DUE TO THE EXECUTIVE'S VIOLATION OF SECTION 4(A)(I); OR
(IV) INFORMATION DISCLOSED TO EXECUTIVE IN GOOD FAITH BY A THIRD PERSON WHO, TO
THE BEST OF EXECUTIVE'S KNOWLEDGE, WAS LEGALLY ENTITLED TO DISCLOSE SUCH
INFORMATION.
(III)
EXECUTIVE FURTHER RECOGNIZES THAT GFI AND
CERTAIN RELATED ENTITIES HAVE RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD
PARTIES CONFIDENTIAL OR PROPRIETARY INFORMATION ("THIRD PARTY INFORMATION")
SUBJECT TO A DUTY ON THEIR PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH
INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED PURPOSES.
EXECUTIVE WILL
HOLD THIRD PARTY INFORMATION IN THE STRICTEST CONFIDENCE AND WILL NOT DISCLOSE
TO ANYONE (OTHER THAN COMPANY PERSONNEL WHO NEED TO KNOW SUCH INFORMATION IN
CONNECTION WITH THEIR WORK FOR GFI) OR USE, EXCEPT IN CONNECTION WITH WORK FOR
GFI, THIRD PARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED BY GFI IN WRITING OR AS
MAY BE REQUIRED BY APPLICABLE LAW.
(IV)
ALL CONFIDENTIAL INFORMATION, PROPRIETARY AND/OR
CONFIDENTIAL FILES AND RECORDS ARE AND AT ALL TIMES SHALL REMAIN THE EXCLUSIVE
PROPERTY OF THE COMPANY.
EXECUTIVE AGREES TO STORE AND MAINTAIN ALL
CONFIDENTIAL INFORMATION IN A SECURE PLACE.
EXECUTIVE AGREES TO MAKE NO USE OF
ANY CONFIDENTIAL INFORMATION ON HIS OWN BEHALF OR ON BEHALF OF ANY OTHER PERSON
OR ENTITY OTHER THAN THE COMPANY. EXECUTIVE FURTHER AGREES THAT ANY PROPERTY
SITUATED ON THE COMPANY'S PREMISES AND OWNED BY THE COMPANY, INCLUDING COMPUTER
DISKS AND OTHER DIGITAL, ANALOG OR HARD COPY STORAGE MEDIA, FILING CABINETS,
OFFICES, LOCKERS, DESKS OR OTHER WORK AREAS, IS SUBJECT TO INSPECTION BY COMPANY
PERSONNEL AT ANY TIME WITH OR WITHOUT NOTICE.
WHEN EXECUTIVE LEAVES THE EMPLOY
OF THE COMPANY, EXECUTIVE WILL DELIVER TO THE COMPANY (AND WILL NOT KEEP IN HIS
POSSESSION, RECREATE OR DELIVER TO ANYONE ELSE) ANY AND ALL DEVICES, RECORDS,
RECORDINGS, DATA, NOTES, REPORTS, PROPOSALS, LISTS, CORRESPONDENCE,
SPECIFICATIONS, DRAWINGS, BLUEPRINTS, SKETCHES, MATERIALS, COMPUTER MATERIALS,
EQUIPMENT, OTHER DOCUMENTS OR PROPERTY, TOGETHER WITH ALL COPIES THEREOF (IN
WHATEVER MEDIUM RECORDED), BELONGING TO THE COMPANY, ANY RELATED ENTITY OR THEIR
SUCCESSORS OR ASSIGNS.
5
(B)
ASSIGNMENT OF INVENTIONS AND INTELLECTUAL
PROPERTY.
(I)
THE TERM "PROPRIETARY RIGHTS"
MEANS ALL TRADE SECRETS, TRADEMARKS,