ACCEPTANCE OF A POSITION WITH ANY PERSON OR ENTITY
DURING AND FOR THREE (3) YEARS FOLLOWING EXECUTIVE'S EMPLOYMENT WITH EMPLOYER,
EXECUTIVE AGREES TO GIVE PRIOR WRITTEN NOTICE TO EMPLOYER OF THE NAME OF SUCH
PERSON OR ENTITY.
IN ANY EVENT, EXECUTIVE HEREBY CONSENTS TO EMPLOYER
CONTACTING EACH SUCH PERSON OR ENTITY, INCLUDING PROVIDING A COPY OF THIS
AGREEMENT TO EACH SUCH PERSON OR ENTITY, TO ENSURE THAT EXECUTIVE REMAINS IN
FULL COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT.
10.
RETURN OF MATERIALS.
EXECUTIVE AGREES THAT UPON EMPLOYER'S
REQUEST AT ANY TIME, BUT, IN NO EVENT, NOT LATER THAN THE VOLUNTARY OR
INVOLUNTARY TERMINATION OF THE EMPLOYMENT OR CONSULTING RELATIONSHIP, TO DELIVER
TO EMPLOYER AND NOT KEEP OR DELIVER TO ANYONE ELSE, AT ANYTIME, ANY AND ALL
RECORDS, DOCUMENTS, NOTES, MEMORANDA, SPECIFICATIONS, DEVICES, ELECTRONIC DATA,
EMAILS, COMPUTER DISKS, AND, IN GENERAL, ANY AND ALL MATERIAL RELATING TO
EMPLOYER'S BUSINESS AND/OR ANY "CONFIDENTIAL INFORMATION", "TRADE SECRETS"
"PERSONAL DATA" OR "CREATIONS" AS DESCRIBED IN PARAGRAPHS 2, 3 AND 4 ABOVE, AND
SHALL NOT RETAIN ANY COPIES THEREOF AND FURTHER AGREES NOT TO MAKE ANY SUMMARIES
OF, TAKE ANY NOTES WITH RESPECT TO, OR MEMORIZE ANY SUCH INFORMATION FOR
EXECUTIVE'S BENEFIT OR THAT OF ANY PERSON, FIRM OR CORPORATION OTHER THAN
EMPLOYER.
11.
IMPROPER USE DURING EMPLOYMENT OR CONSULTING PERIOD.
EXECUTIVE ACKNOWLEDGES THAT IMPROPERLY USING OR DISCLOSING CONFIDENTIAL
INFORMATION, TRADE SECRET OR PERSONAL DATA INFORMATION SUBJECTS EXECUTIVE TO
DISCIPLINARY ACTION, UP TO AND INCLUDING TERMINATION OF EMPLOYMENT OR THE
CONSULTING RELATIONSHIP, AND/OR LEGAL ACTION, EVEN IF HE OR SHE DOES NOT
ACTUALLY BENEFIT FROM THE DISCLOSED INFORMATION.
12.
REMEDIES.
EXECUTIVE HEREBY ACKNOWLEDGES AND AGREES THAT THE
SERVICES RENDERED BY EXECUTIVE TO EMPLOYER, AND THE INFORMATION DISCLOSED TO
EXECUTIVE DURING AND BY VIRTUE OF EXECUTIVE'S EMPLOYMENT, ARE OF A SPECIAL,
UNIQUE AND EXTRAORDINARY CHARACTER, AND THE BREACH OF ANY SUCH PROVISIONS OF
THIS AGREEMENT WILL CAUSE EMPLOYER IRREPARABLE INJURY AND DAMAGE, AND
CONSEQUENTLY EMPLOYER SHALL BE ENTITLED TO, IN ADDITION TO ALL OTHER REMEDIES
AVAILABLE TO IT, INJUNCTIVE AND EQUITABLE RELIEF TO PREVENT A BREACH OF THIS
AGREEMENT, OR ANY PART OF IT, AND TO SECURE THE ENFORCEMENT OF THIS AGREEMENT.
EMPLOYER SHALL BE ENTITLED TO COLLECT FROM EXECUTIVE, EMPLOYER'S REASONABLE
ATTORNEYS' FEES INCURRED IN CONNECTION WITH: (1) EMPLOYER'S ENFORCEMENT OF ANY
OF THE PROVISIONS OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ITS
ENFORCEMENT OF THE FORUM-SELECTION CLAUSE, AND (2) ANY SUIT FOR DAMAGES STEMMING
FROM EXECUTIVE'S BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
In addition, Executive may not be held criminally or civilly liable under any
Federal or State trade secret law for the disclosure of a trade secret that is
made: (a) in confidence to a Federal, State, or local government official,
either directly or indirectly, or to an attorney, and provided that such
disclosure is solely for the purpose of reporting or investigating a suspected
violation of the law, or (b) in a complaint or other document filed in a lawsuit
or other proceeding, provided that such filing is