SERVICES ON BEHALF
OF OR OTHERWISE ENGAGED IN BUSINESS TRANSACTIONS WITH THE EMPLOYER), ACCOUNTS,
FINANCIAL DATA, KNOW-HOW, COMPUTER SOFTWARE AND RELATED DOCUMENTATION, TRADE
SECRETS, PROCESSES, POLICIES AND/OR PERSONNEL, AND OTHER INFORMATION RELATING TO
THE EMPLOYER ("CONFIDENTIAL INFORMATION"); (II) THE CONFIDENTIAL INFORMATION HAS
BEEN DEVELOPED AND CREATED BY EMPLOYER AT SUBSTANTIAL EXPENSE AND THE
CONFIDENTIAL INFORMATION CONSTITUTES A VALUABLE PROPRIETARY ASSET AND THAT
EMPLOYER WILL SUFFER SUBSTANTIAL DAMAGE AND IRREPARABLE HARM WHICH WILL BE
DIFFICULT TO COMPUTE IF, DURING THE RESTRICTED PERIOD, EXECUTIVE SHOULD ENTER A
COMPETITIVE BUSINESS (AS DEFINED HEREIN) IN VIOLATION OF THE PROVISIONS OF THIS
AGREEMENT; (III) EMPLOYER WILL SUFFER SUBSTANTIAL DAMAGE WHICH WILL BE DIFFICULT
TO COMPUTE IF, DURING THE RESTRICTED PERIOD, EXECUTIVE SHOULD SOLICIT OR
INTERFERE WITH EMPLOYER'S EMPLOYEES, OR PATRONS OR SHOULD DIVULGE CONFIDENTIAL
INFORMATION RELATING TO THE BUSINESS OF EMPLOYER; (IV) THE PROVISIONS OF THIS
ARTICLE III ARE REASONABLE AND NECESSARY FOR THE PROTECTION OF THE BUSINESS OF
EMPLOYER; (V) EMPLOYER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT UNLESS
EXECUTIVE MADE THE ACKNOWLEDGEMENTS SET FORTH IN THIS SECTION; AND (VI) THE
PROVISIONS OF THIS AGREEMENT WILL NOT PRECLUDE EXECUTIVE FROM OTHER GAINFUL
EMPLOYMENT.
FOR PURPOSES OF THIS AGREEMENT, "COMPETITIVE BUSINESS" MEANS ANY
GAMING ESTABLISHMENT WHICH PROVIDES TO ITS PATRONS GAMES OF CHANCE SUCH AS SLOT
MACHINES, CARD GAMES, ROULETTE, AND SIMILAR GAMES IN THE STATE OF NEW YORK OR
WITHIN A 100 MILE RADIUS OF NATION TERRITORY.
FOR PURPOSES OF THIS AGREEMENT,
"NATION TERRITORY" MEANS, COLLECTIVELY, THE SENECA NATION OF INDIANS' ALLEGANY,
CATTARAUGUS, OIL SPRINGS, NIAGARA FALLS, AND BUFFALO CREEK TERRITORIES.
SECTION 3.2
CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES AND AGREES
THAT THE UNAUTHORIZED DISCLOSURE OR MISUSE OF CONFIDENTIAL INFORMATION WILL
CAUSE SUBSTANTIAL DAMAGE TO THE EMPLOYER.
THEREFORE, EXECUTIVE AGREES NOT TO,
AT ANY TIME, DIVULGE, USE, PUBLISH OR IN ANY OTHER MANNER REVEAL, DIRECTLY OR
INDIRECTLY, TO ANY PERSON, FIRM OR CORPORATION ANY CONFIDENTIAL INFORMATION
OBTAINED OR LEARNED BY EXECUTIVE DURING THE COURSE OF HIS EMPLOYMENT WITH
EMPLOYER, WITH REGARD TO THE OPERATIONAL, FINANCIAL, BUSINESS OR OTHER AFFAIRS
AND ACTIVITIES OF EMPLOYER, THEIR OFFICERS, DIRECTORS OR EMPLOYEES AND THE
ENTITIES WITH WHICH THEY HAVE BUSINESS RELATIONSHIPS, EXCEPT (I) AS MAY BE
NECESSARY TO THE PERFORMANCE OF EXECUTIVE'S DUTIES WITH EMPLOYER, (II) WITH
EMPLOYER'S EXPRESS PRIOR WRITTEN CONSENT, (III) TO THE EXTENT THAT ANY SUCH
INFORMATION IS IN THE PUBLIC DOMAIN OTHER THAN AS A RESULT OF EXECUTIVE'S BREACH
OF ANY OF HIS OBLIGATIONS HEREUNDER, OR (IV) WHERE REQUIRED TO BE DISCLOSED BY
COURT ORDER, SUBPOENA OR OTHER GOVERNMENT PROCESS AND, IN SUCH EVENT, EXECUTIVE
SHALL COOPERATE WITH THE EMPLOYER IN ATTEMPTING TO KEEP SUCH INFORMATION
CONFIDENTIAL.
SECTION 3.3
NON-COMPETE.
FOR THE PERIOD COMMENCING ON THE
TERMINATION DATE AND ENDING TWELVE (12) MONTHS THEREAFTER (THE "RESTRICTED
PERIOD"), EXECUTIVE, WITHOUT THE PRIOR WRITTEN PERMISSION OF PARENT, SHALL NOT,
DIRECTLY OR INDIRECTLY, (I) ENTER INTO THE EMPLOY OF OR
3
render any services to any person or entity engaged in or preparing to engage in
a Competitive Business; or (ii) become affiliated with or interested in any
Competitive