ANY TIME
WITHIN THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING SUCH EMPLOYMENT OR ENGAGEMENT,
WAS AN EMPLOYEE, OFFICER, DIRECTOR, OR AGENT OF ANY AFFILIATED COMPANY; OR
(V)
MAKE ANY STATEMENT (ORAL OR WRITTEN) OR TAKE
ANY OTHER ACTION WHICH WOULD TEND TO DISPARAGE OR DIMINISH THE REPUTATION OF ANY
AFFILIATED COMPANY.
(D)
FOR PURPOSES OF THIS AGREEMENT:
(I)
"AFFILIATED COMPANY" SHALL INCLUDE THE
COMPANY AND ALL SUBSIDIARIES OR AFFILIATES OF THE COMPANY;
(II)
"CONFIDENTIAL INFORMATION" SHALL MEAN ALL
TRADE SECRETS, PROPRIETARY DATA, AND OTHER CONFIDENTIAL INFORMATION OF ANY
AFFILIATED COMPANY, INCLUDING WITHOUT LIMITATION FINANCIAL INFORMATION,
INFORMATION RELATING TO BUSINESS OPERATIONS, SERVICES, PROMOTIONAL PRACTICES,
SUPPLIERS, EMPLOYEES,
6
independent contractors, or other parties, and any information which any
Affiliated Company is obligated to treat as confidential pursuant to any course
of dealing or any agreement to which it is a party or otherwise bound;
(III)
"RESTRICTED PERIOD" SHALL MEAN THE PERIOD
BEGINNING ON THE DATE HEREOF AND ENDING ON THE SECOND ANNIVERSARY OF THE DATE
(THE "TERMINATION DATE") OF TERMINATION (FOR ANY REASON) OF CONSULTANT'S
ENGAGEMENT HEREUNDER (WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE); AND
(E)
CONSULTANT AND GALLIERS-PRATT ACKNOWLEDGE AND AGREE THAT (1) THE
PROVISIONS OF THIS SECTION ARE FUNDAMENTAL AND ESSENTIAL FOR THE PROTECTION OF
THE COMPANY'S LEGITIMATE BUSINESS AND PROPRIETARY INTERESTS, (2) SUCH PROVISIONS
ARE REASONABLE AND APPROPRIATE IN ALL RESPECTS, AND (3) IN THE EVENT OF ANY
VIOLATION BY CONSULTANT OR GALLIERS-PRATT OF ANY OF SUCH PROVISIONS, THE COMPANY
WOULD SUFFER IRREPARABLE HARM AND ITS REMEDIES AT LAW WOULD BE INADEQUATE.
IN
THE EVENT OF ANY VIOLATION OR ATTEMPTED VIOLATION OF SUCH PROVISIONS BY
CONSULTANT OR GALLIERS-PRATT, THE COMPANY SHALL BE ENTITLED TO A TEMPORARY
RESTRAINING ORDER, TEMPORARY AND PERMANENT INJUNCTIONS, SPECIFIC PERFORMANCE,
AND OTHER EQUITABLE RELIEF, WITHOUT ANY SHOWING OF IRREPARABLE HARM OR DAMAGE OR
THE POSTING OF ANY BOND, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES WHICH MAY
THEN BE AVAILABLE TO THE COMPANY.
7.
DEVELOPMENTS.
(A)
CONSULTANT AND GALLIERS-PRATT AGREE THAT ALL ORIGINALS AND ALL
COPIES OF ALL MANUSCRIPTS, DRAWINGS, PRINTS, MANUALS, DIAGRAMS, LETTERS, NOTES,
NOTEBOOKS, REPORTS, MODELS, AND ALL OTHER MATERIALS CONTAINING, REPRESENTING,
EVIDENCING, RECORDING, OR CONSTITUTING ANY CONFIDENTIAL INFORMATION (AS DEFINED
IN SECTION 6 HEREOF) HOWEVER AND WHENEVER PRODUCED (WHETHER BY CONSULTANT,
GALLIERS-PRATT OR OTHERS), SHALL BE THE SOLE PROPERTY OF THE COMPANY.
(B)
CONSULTANT AND GALLIERS-PRATT AGREE THAT ALL CONFIDENTIAL
INFORMATION AND ALL OTHER DISCOVERIES, INVENTIONS, IDEAS, CONCEPTS, RESEARCH AND
OTHER INFORMATION, PROCESSES, PRODUCTS, METHODS AND IMPROVEMENTS, OR PARTS
THEREOF CONCEIVED, DEVELOPED, OR OTHERWISE MADE BY CONSULTANT OR GALLIERS-PRATT
ALONE OR JOINTLY WITH OTHERS AND IN ANY WAY RELATING TO ANY AFFILIATED COMPANY'S
PRESENT OR PROPOSED PRODUCTS, PROGRAMS OR SERVICES OR TO TASKS ASSIGNED BY OR
PURSUANT TO THIS AGREEMENT, WHETHER OR NOT PATENTABLE OR SUBJECT TO COPYRIGHT
PROTECTION AND WHETHER OR NOT REDUCED TO TANGIBLE FORM OR REDUCED TO PRACTICE
DURING THE PERIOD OF THE ENGAGEMENT HEREUNDER, WHETHER OR NOT MADE DURING
REGULAR WORKING HOURS, AND WHETHER OR NOT DISCLOSED BY CONSULTANT OR
GALLIERS-PRATT TO THE COMPANY (HEREINAFTER REFERRED TO AS