TO SUCH THIRD
PARTY OFFICER KNOWS OR REASONABLY SHOULD HAVE KNOWN THAT THE THIRD PARTY
PROVIDED IT TO EMPLOYER ON A CONFIDENTIAL BASIS) ("CONFIDENTIAL INFORMATION")
WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF THE BOARD OF DIRECTORS OF EMPLOYER;
PROVIDED, HOWEVER, THAT IN ANY EVENT OFFICER SHALL BE PERMITTED TO DISCLOSE ANY
CONFIDENTIAL INFORMATION REASONABLY NECESSARY (I) TO PERFORM OFFICER'S DUTIES
WHILE EMPLOYED WITH EMPLOYER OR (II) IN CONNECTION WITH ANY LITIGATION OR
ARBITRATION INVOLVING THIS OR ANY OTHER AGREEMENT ENTERED INTO BETWEEN OFFICER
AND EMPLOYER BEFORE, ON OR AFTER THE DATE OF THIS AGREEMENT IN CONNECTION WITH
ANY ACTION OR PROCEEDING IN RESPECT THEREOF.
(B)
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE ANY INFORMATION THAT
IS (A) GENERALLY KNOWN TO THE INDUSTRY OR THE PUBLIC OTHER THAN AS A RESULT OF
OFFICER'S BREACH OF THIS
9
COVENANT OR ANY BREACH OF OTHER CONFIDENTIALITY OBLIGATIONS BY THIRD PARTIES TO
THE EXTENT THE OFFICER KNOWS OR REASONABLY SHOULD HAVE KNOWN OF SUCH BREACH BY
SUCH THIRD PARTIES; (B) MADE LEGITIMATELY AVAILABLE TO OFFICER BY A THIRD PARTY
(UNLESS OFFICER KNOWS OR REASONABLY SHOULD HAVE KNOWN THAT SUCH THIRD PARTY HAS
BREACHED ANY CONFIDENTIALITY OBLIGATION); OR (C) 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 OFFICER TO
DISCLOSE OR MAKE ACCESSIBLE ANY INFORMATION; PROVIDED THAT, WITH RESPECT TO
CLAUSE (C) OFFICER, EXCEPT AS OTHERWISE PROHIBITED BY LAW OR REGULATION, SHALL
GIVE PROMPT WRITTEN NOTICE TO EMPLOYER OF SUCH REQUIREMENT, DISCLOSE NO MORE
INFORMATION THAN IS SO REQUIRED, AND SHALL REASONABLY COOPERATE WITH ANY
ATTEMPTS BY EMPLOYER, AT ITS SOLE COST, TO OBTAIN A PROTECTIVE ORDER OR SIMILAR
TREATMENT PRIOR TO MAKING SUCH DISCLOSURE.
(C)
EXCEPT AS REQUIRED BY LAW OR OTHERWISE SET FORTH IN
SECTION 8(B) ABOVE, OR UNLESS OR UNTIL PUBLICLY DISCLOSED BY EMPLOYER, OFFICER
WILL NOT DISCLOSE TO ANYONE, OTHER THAN OFFICER'S IMMEDIATE FAMILY AND LEGAL,
TAX OR FINANCIAL ADVISORS, THE MATERIAL PROVISIONS OF THIS AGREEMENT; PROVIDED
THAT OFFICER MAY DISCLOSE THE PROVISIONS OF THIS AGREEMENT (A) TO ANY
PROSPECTIVE FUTURE EMPLOYER PROVIDED THEY AGREE TO MAINTAIN THE CONFIDENTIALITY
OF SUCH TERMS OR (B) IN CONNECTION WITH ANY LITIGATION OR ARBITRATION INVOLVING
THIS AGREEMENT.
(D)
UPON TERMINATION OF OFFICER'S EMPLOYMENT WITH EMPLOYER FOR ANY
REASON, OFFICER SHALL (A) CEASE AND NOT THEREAFTER COMMENCE USE OF ANY
CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY (INCLUDING WITHOUT LIMITATION,
ANY PATENT, INVENTION, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE NAME, LOGO,
DOMAIN NAME OR OTHER SOURCE INDICATOR) IF SUCH PROPERTY IS OWNED OR USED BY
EMPLOYER; (B) IMMEDIATELY DESTROY, DELETE, OR RETURN TO EMPLOYER, AT EMPLOYER'S
OPTION, ALL ORIGINALS AND COPIES IN ANY FORM OR 'MEDIUM (INCLUDING MEMORANDA,
BOOKS, PAPERS, PLANS, COMPUTER FILES, LETTERS AND OTHER DATA) IN OFFICER'S
POSSESSION OR CONTROL (INCLUDING ANY OF THE FOREGOING STORED OR LOCATED IN
OFFICER'S OFFICE, HOME, LAPTOP OR OTHER COMPUTER, WHETHER OR NOT EMPLOYER
PROPERTY) THAT CONTAIN CONFIDENTIAL INFORMATION OR OTHERWISE RELATE TO THE
BUSINESS OF EMPLOYER, EXCEPT THAT OFFICER MAY RETAIN ONLY THOSE PORTIONS