the parties
hereby agree as follows:
1.
NON-DISCLOSURE COVENANT.
(A)
FOR A PERIOD OF FIVE YEARS AFTER THE EFFECTIVE DATE, EACH OF THE
PEEK PARTIES SHALL NOT, AND SHALL CAUSE ITS AFFILIATES NOT TO EITHER DIRECTLY OR
INDIRECTLY, DISCLOSE TO ANY "UNAUTHORIZED PERSON" OR USE FOR THE BENEFIT OF THE
PEEK PARTIES OR ANY PERSON OR ENTITY OTHER THAN THE COMPANY ANY KNOWLEDGE OR
INFORMATION THAT IT ACQUIRED WHILE IT WAS A STOCKHOLDER OR OTHERWISE AFFILIATED
WITH PTI AND PTSI RELATING TO (I) THE FINANCIAL, MARKETING, SALES AND BUSINESS
PLANS AND AFFAIRS, FINANCIAL STATEMENTS, ANALYSES, FORECASTS AND PROJECTIONS,
BOOKS, ACCOUNTS, RECORDS, OPERATING COSTS AND EXPENSES AND OTHER FINANCIAL
INFORMATION OF PTSI OR PTI; (II) INTERNAL MANAGEMENT TOOLS AND SYSTEMS, COSTING
POLICIES AND METHODS, PRICING POLICIES AND METHODS AND OTHER METHODS OF DOING
BUSINESS OF PTSI OR PTI; (III) VENDOR AND SUPPLIER INFORMATION, CUSTOMERS,
SALES, CUSTOMER REQUIREMENTS AND USAGES, DISTRIBUTOR LISTS OF PTSI OR PTI; (IV)
AGREEMENTS WITH CUSTOMERS, VENDORS, INDEPENDENT CONTRACTORS, EMPLOYEES AND
OTHERS OF PTSI OR PTI; (V) EXISTING AND FUTURE PRODUCTS, SPECIFICATIONS OR
SERVICES AND PRODUCT DEVELOPMENT PLANS, DESIGNS, ANALYSES AND REPORTS OF PTSI OR
PTI; (VI) COMPUTER SOFTWARE AND DATA BASES DEVELOPED FOR PTSI OR PTI, (VII)
TRADE SECRETS, MANUFACTURING TECHNIQUES, PROCESSES, RESEARCH, RECORDS OF
RESEARCH, MODELS, DESIGNS, DRAWINGS, PHOTOGRAPHS, TECHNICAL DATA AND REPORTS OF
PTSI OR PTI; AND (VII) CORRESPONDENCE OR OTHER PRIVATE OR CONFIDENTIAL MATTERS,
INFORMATION OR DATA WHETHER WRITTEN, ORAL OR ELECTRONIC, THAT ARE PROPRIETARY TO
PTSI OR PTI AND NOT GENERALLY KNOWN TO THE PUBLIC (INDIVIDUALLY AND COLLECTIVELY
"CONFIDENTIAL INFORMATION"), WITHOUT THE COMPANY'S PRIOR WRITTEN PERMISSION.
(B)
FOR PURPOSES OF THIS PARAGRAPH 1, THE TERM "UNAUTHORIZED PERSON"
SHALL MEAN ANY PERSON WHO IS NOT (I) AN OFFICER OR DIRECTOR OF THE COMPANY OR AN
EMPLOYEE OF THE COMPANY FOR WHOM THE DISCLOSURE OF THE KNOWLEDGE OR INFORMATION
REFERRED TO HEREIN IS NECESSARY FOR ITS PERFORMANCE OF ITS ASSIGNED DUTIES; (II)
AN EMPLOYEE, OFFICER OR DIRECTOR OF AN AFFILIATE OF THE COMPANY FOR WHOM THE
DISCLOSURE OF THE KNOWLEDGE OR INFORMATION REFERRED TO HEREIN IS NECESSARY FOR
ITS PERFORMANCE OF ITS ASSIGNED DUTIES; (III) A PERSON EXPRESSLY AUTHORIZED BY
THE COMPANY TO RECEIVE DISCLOSURE OF SUCH KNOWLEDGE OR INFORMATION; OR (IV) ANY
OFFICER, DIRECTOR, EMPLOYEE OR REPRESENTATIVE OF THE PEEK PARTIES OR THEIR
AFFILIATES WHO NEEDS TO HAVE ACCESS TO SUCH INFORMATION IN ORDER
2
TO FACILITATE COMPLIANCE WITH THIS AGREEMENT AND PROSECUTIONS, DEFENSE, OR
RESOLUTION OF ANY DISPUTE ARISING HEREUNDER.
(C)
THE COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE TERM
"CONFIDENTIAL INFORMATION" EXCLUDES INFORMATION WHICH IS (A) IN THE PUBLIC
DOMAIN OR OTHERWISE GENERALLY KNOWN TO THE TRADE; (B) DISCLOSED TO THIRD PARTIES
OTHER THAN BY REASON OF ANY OF THE PEEK PARTIES' BREACH OF ITS CONFIDENTIALITY
OBLIGATION HEREUNDER; (C) LEARNED OF BY THE PEEK PARTIES SUBSEQUENT TO THE
CLOSING DATE FROM ANY OTHER PARTY NOT KNOWN BY THE PEEK PARTIES TO BE THEN UNDER
AN OBLIGATION OF CONFIDENTIALITY TO THE COMPANY OR ITS AFFILIATES; OR (D) SOLELY
RELATED TO ANY PORTION