SIMILAR POLICIES, AND
(Y) COMPENSATION, BENEFITS OR OTHER MATTERS TO WHICH EXECUTIVE IS ENTITLED UNDER
THIS AGREEMENT OR THE TERMS OF THE APPLICABLE BENEFIT PROGRAMS FOLLOWING
TERMINATION OF EMPLOYMENT.
THE GENERAL RELEASE SHALL BE SUBSTANTIALLY IN THE
FORM OF EXHIBIT A HERETO.
ARTICLE V
CONFIDENTIAL INFORMATION
SECTION 5.1
COMPANY INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT THE
COMPANY'S BUSINESS IS HIGHLY COMPETITIVE AND THAT THE COMPANY'S BOOKS, RECORDS
AND DOCUMENTS, TECHNICAL INFORMATION, TRADE SECRETS, KNOW-HOW, NEGATIVE
KNOW-HOW, COMPILATIONS, PROGRAMS, DEVICES, METHODS, TECHNIQUES, CUSTOMER LISTS,
SCHEDULES, BUDGETS, FORECASTS, FINANCIAL INFORMATION, MARKETING INFORMATION,
BUSINESS PLANS AND STRATEGIES, CONCERNING ITS PRODUCTS, EQUIPMENT, SERVICES AND
PROCESSES, PROCUREMENT PROCEDURES AND PRICING TECHNIQUES AND THE NAMES OF AND
OTHER INFORMATION (E.G., CREDIT AND FINANCIAL DATA) CONCERNING THE COMPANY'S
CUSTOMERS AND BUSINESS ASSOCIATES ALL COMPRISE CONFIDENTIAL BUSINESS INFORMATION
AND TRADE SECRETS OF THE COMPANY (COLLECTIVELY, "CONFIDENTIAL INFORMATION")
WHICH ARE VALUABLE, SPECIAL, AND UNIQUE ASSETS OF THE COMPANY WHICH THE COMPANY
USES IN ITS BUSINESS TO OBTAIN A COMPETITIVE ADVANTAGE OVER THE COMPANY'S
COMPETITORS WHICH DO NOT KNOW OR USE THIS INFORMATION. EXECUTIVE FURTHER
ACKNOWLEDGES THAT PROTECTION OF THE CONFIDENTIAL INFORMATION
10
AGAINST UNAUTHORIZED DISCLOSURE AND USE IS OF CRITICAL IMPORTANCE TO THE COMPANY
IN MAINTAINING ITS COMPETITIVE POSITION. ACCORDINGLY, EXECUTIVE HEREBY AGREES
THAT HE WILL NOT, AT ANY TIME DURING OR AFTER HIS EMPLOYMENT BY THE COMPANY,
MAKE ANY UNAUTHORIZED DISCLOSURE OF ANY CONFIDENTIAL INFORMATION OR MAKE ANY USE
THEREOF, EXCEPT FOR THE BENEFIT OF, AND ON BEHALF OF, THE COMPANY. FOR THE
PURPOSES OF THIS ARTICLE 5, THE TERM "COMPANY" SHALL ALSO INCLUDE AFFILIATES OF
THE COMPANY.
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE ANY INFORMATION THAT
IS (X) GENERALLY KNOWN TO THE INDUSTRY OR THE PUBLIC OTHER THAN AS A RESULT OF
THE EXECUTIVE'S BREACH OF THIS COVENANT OR ANY BREACH OF OTHER CONFIDENTIALITY
OBLIGATIONS BY THIRD PARTIES, (Y) MADE LEGITIMATELY AVAILABLE TO THE EXECUTIVE
BY A THIRD PARTY WITHOUT BREACH OF ANY CONFIDENTIALITY OBLIGATION, OR (Z)
REQUIRED BY LAW OR LEGAL PROCESS TO BE DISCLOSED, PROVIDED THAT THE EXECUTIVE
WILL GIVE THE COMPANY PROMPT WRITTEN NOTICE OF SUCH REQUIREMENT, DISCLOSE NO
MORE INFORMATION THAN IS SO REQUIRED, AND COOPERATE, AT THE COMPANY'S EXPENSE,
WITH ANY ATTEMPTS BY THE COMPANY TO OBTAIN A PROTECTIVE ORDER OR SIMILAR
TREATMENT.
SECTION 5.2
THIRD PARTY INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT, AS A
RESULT OF HIS EMPLOYMENT BY THE COMPANY, HE MAY FROM TIME TO TIME HAVE ACCESS
TO, OR KNOWLEDGE OF, CONFIDENTIAL BUSINESS INFORMATION OR TRADE SECRETS OF THIRD
PARTIES, SUCH AS CUSTOMERS, SUPPLIERS, PARTNERS, JOINT VENTURERS, AND THE LIKE,
OF THE COMPANY. EXECUTIVE AGREES TO PRESERVE AND PROTECT THE CONFIDENTIALITY OF
SUCH THIRD-PARTY CONFIDENTIAL INFORMATION AND TRADE SECRETS TO THE SAME EXTENT,
AND ON THE SAME BASIS, AS THE CONFIDENTIAL INFORMATION.
SECTION 5.3
RETURN OF DOCUMENTS.
ALL WRITTEN MATERIALS, RECORDS AND
OTHER DOCUMENTS MADE BY, OR COMING INTO THE POSSESSION OF, EXECUTIVE DURING THE
PERIOD OF HIS EMPLOYMENT BY THE COMPANY WHICH CONTAIN OR DISCLOSE THE
CONFIDENTIAL INFORMATION SHALL BE AND REMAIN THE PROPERTY OF THE COMPANY. UPON
REQUEST, AND IN ANY