FROM YOUR FINAL PAYCHECK AND/OR FROM ANY AMOUNTS
THAT WOULD OTHERWISE BE DUE TO YOU UNDER SECTION 5 ABOVE.
7.
BOOKS AND RECORDS.
YOU AGREE THAT ALL FILES, DOCUMENTS, RECORDS,
CUSTOMER LISTS, BOOKS AND OTHER MATERIALS WHICH COME INTO YOUR USE OR POSSESSION
DURING THE TERM OF THIS AGREEMENT AND WHICH ARE IN ANY WAY RELATED TO THE
COMPANY'S BUSINESS SHALL AT ALL TIMES REMAIN THE PROPERTY OF THE COMPANY, AND
THAT UPON REQUEST BY COMPANY OR UPON THE TERMINATION OF THIS AGREEMENT FOR ANY
REASON, YOU SHALL IMMEDIATELY SURRENDER TO COMPANY ALL SUCH PROPERTY AND COPIES
THEREOF.
8.
RESTRICTIVE COVENANTS.
YOU ACKNOWLEDGE THAT THE RESTRICTIONS
CONTAINED IN THIS SECTION 8 ARE REASONABLE AND NECESSARY TO PROTECT THE
LEGITIMATE BUSINESS INTERESTS OF THE COMPANY, AND WILL NOT IMPAIR OR INFRINGE
UPON YOUR RIGHT TO WORK OR EARN A LIVING AFTER YOUR EMPLOYMENT WITH THE COMPANY
ENDS.
A.
TRADE SECRETS AND CONFIDENTIAL INFORMATION.
YOU REPRESENT AND WARRANT
THAT: (I) YOU ARE NOT SUBJECT TO ANY AGREEMENT THAT WOULD PREVENT YOU FROM
PERFORMING YOUR DUTIES FOR THE COMPANY OR OTHERWISE COMPLYING WITH THIS
AGREEMENT, AND (II) YOU ARE NOT SUBJECT TO OR IN BREACH OF ANY NON-DISCLOSURE
AGREEMENT, INCLUDING ANY AGREEMENT CONCERNING TRADE SECRETS OR CONFIDENTIAL
INFORMATION OWNED BY ANY OTHER PARTY.
You agree that You will not: (i) use, disclose, or reverse engineer the Trade
Secrets or the Confidential Information, except as authorized by the Company;
(ii) during Your employment with the Company, use, disclose, or reverse engineer
(a) any confidential information or trade secrets of any former employer or
third party, or (b) any
6
works of authorship developed in whole or in part by You during any former
employment or for any other party, unless authorized in writing by the former
employer or third party; or (iii) upon Your resignation or termination
(a) retain Trade Secrets or Confidential Information, including any copies
existing in any form (including electronic form), which are in Your possession
or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential
Information without the Company's consent.
The obligations under this Section 8A shall: (i) with regard to the Trade
Secrets, remain in effect as long as the information constitutes a trade secret
under applicable law, and (ii) with regard to the Confidential Information,
remain in effect during the Restricted Period.
B.
NON-SOLICITATION OF CUSTOMERS. DURING THE RESTRICTED PERIOD, YOU WILL
NOT SOLICIT ANY CUSTOMER OF THE COMPANY FOR THE PURPOSE OF PROVIDING ANY GOODS
OR SERVICES COMPETITIVE WITH THE BUSINESS. THE RESTRICTIONS SET FORTH IN THIS
SECTION 8B APPLY ONLY TO THE CUSTOMERS WITH WHOM YOU HAD CONTACT.
C.
NON-RECRUIT OF EMPLOYEES. DURING THE RESTRICTED PERIOD, YOU WILL NOT,
DIRECTLY OR INDIRECTLY, SOLICIT, RECRUIT OR INDUCE ANY EMPLOYEE TO (A) TERMINATE
HIS OR HER EMPLOYMENT RELATIONSHIP WITH THE COMPANY OR (B) WORK FOR ANY OTHER
PERSON OR ENTITY ENGAGED IN THE BUSINESS.
9.
WORK PRODUCT. YOUR EMPLOYMENT DUTIES MAY INCLUDE INVENTING IN AREAS
DIRECTLY OR INDIRECTLY RELATED TO THE BUSINESS OF THE