"HOLDINGS" SHALL MEAN THE EMPLOYERS AND HOLDINGS AS HEREINBEFORE
DEFINED, RESPECTIVELY, AND ANY SUCCESSOR TO THEIR BUSINESS AND/OR ASSETS AS
AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY OPERATION OF
LAW, OR OTHERWISE.
(G)
CONFIDENTIAL INFORMATION.
(I)
NON-DISCLOSURE.
DURING THE EMPLOYMENT PERIOD OR AT ANY TIME
THEREAFTER, IRRESPECTIVE OF THE TIME, MANNER OR CAUSE OF THE TERMINATION OF THIS
AGREEMENT, EMPLOYEE WILL NOT DIRECTLY OR INDIRECTLY REVEAL, DIVULGE, DISCLOSE OR
COMMUNICATE TO ANY PERSON OR ENTITY, OTHER THAN AUTHORIZED OFFICERS, DIRECTORS
AND EMPLOYEES OF THE EMPLOYERS, IN ANY MANNER WHATSOEVER, ANY CONFIDENTIAL
INFORMATION (AS HEREINAFTER DEFINED) OF EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS
WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD.
(II)
DEFINITION.
AS USED HEREIN, "CONFIDENTIAL INFORMATION" MEANS
INFORMATION DISCLOSED TO OR KNOWN BY EMPLOYEE AS A DIRECT OR INDIRECT
CONSEQUENCE OF OR THROUGH THE EMPLOYMENT ABOUT EMPLOYERS OR ANY SUBSIDIARY OF
EMPLOYERS, OR THEIR RESPECTIVE BUSINESSES, PRODUCTS AND PRACTICES WHICH
INFORMATION IS NOT GENERALLY KNOWN IN THE BUSINESS IN WHICH
6
EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS IS OR MAY BE ENGAGED.
HOWEVER,
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE UNDER ANY CIRCUMSTANCES ANY
INFORMATION WITH RESPECT TO THE FOREGOING MATTERS WHICH IS (I) DIRECTLY
AVAILABLE TO THE PUBLIC FROM A SOURCE OTHER THAN EMPLOYEE, (II) RELEASED IN
WRITING BY EMPLOYERS TO THE PUBLIC OR TO PERSONS WHO ARE NOT UNDER A SIMILAR
OBLIGATION OF CONFIDENTIALITY TO EMPLOYERS AND WHO ARE NOT PARTIES TO THIS
AGREEMENT, (III) OBTAINED BY EMPLOYEE FROM A THIRD PARTY NOT UNDER A SIMILAR
OBLIGATION OF CONFIDENTIALITY TO EMPLOYERS, (IV) REQUIRED TO BE DISCLOSED BY ANY
COURT PROCESS OR ANY GOVERNMENT OR AGENCY OR DEPARTMENT OF ANY GOVERNMENT, OR
(V) THE SUBJECT OF A WRITTEN WAIVER EXECUTED BY ANY OF THE EMPLOYERS FOR THE
BENEFIT OF EMPLOYEE.
IN THE EVENT EMPLOYEE BELIEVES THAT SHE IS FREE TO
DISCLOSE OR UTILIZE CONFIDENTIAL INFORMATION UNDER SECTION 7(B), SHE SHALL GIVE
WRITTEN NOTICE OF THE SAME TO EMPLOYERS AT LEAST 30 DAYS PRIOR TO THE RELEASE OR
USE OF SUCH CONFIDENTIAL INFORMATION AND SHALL SPECIFY THE CLAIMED EXEMPTION AND
THE CIRCUMSTANCES GIVING RISE THERETO.
(III)
RETURN OF PROPERTY.
UPON TERMINATION OF THE EMPLOYMENT, EMPLOYEE
WILL SURRENDER TO EMPLOYERS ALL CONFIDENTIAL INFORMATION, INCLUDING, WITHOUT
LIMITATION, ALL LISTS, CHARTS, SCHEDULES, REPORTS, FINANCIAL STATEMENTS, BOOKS
AND RECORDS OF THE EMPLOYERS OR ANY SUBSIDIARY OF THE EMPLOYERS, AND ALL COPIES
THEREOF, AND ALL OTHER PROPERTY BELONGING TO THE EMPLOYERS OR ANY SUBSIDIARY OF
THE EMPLOYERS, INCLUDING, WITHOUT LIMITATION, COMPANY CREDIT CARDS, CELL PHONES,
PERSONAL DATA ASSISTANTS OR OTHER ELECTRONIC DEVICES, PROVIDED EMPLOYEE SHALL BE
ACCORDED REASONABLE ACCESS TO SUCH CONFIDENTIAL INFORMATION SUBSEQUENT TO THE
EMPLOYMENT PERIOD FOR ANY PROPER PURPOSE AS DETERMINED IN THE REASONABLE
JUDGMENT OF ANY OF THE EMPLOYERS.
(H)
AGREEMENT NOT TO COMPETE.
(I)
TERMINATION FOR CAUSE.
IN THE EVENT THAT EMPLOYEE IS TERMINATED
FOR CAUSE OR VOLUNTARILY TERMINATES HER EMPLOYMENT WITH EMPLOYERS OTHER THAN AS
A CONSTRUCTIVE TERMINATION WITHOUT CAUSE, EMPLOYEE HEREBY AGREES THAT FOR A
PERIOD OF 12 MONTHS FOLLOWING SUCH TERMINATION, SHE SHALL NOT,