COMPUTER SOFTWARE AND RELATED DOCUMENTATION, TRADE
SECRETS, PROCESSES, POLICIES AND/OR PERSONNEL, AND OTHER INFORMATION RELATING TO
THE COMPANY ("CONFIDENTIAL INFORMATION"); (II) THE CONFIDENTIAL INFORMATION HAS
BEEN DEVELOPED AND CREATED BY THE COMPANY AT SUBSTANTIAL EXPENSE AND THE
CONFIDENTIAL INFORMATION CONSTITUTES VALUABLE PROPRIETARY ASSETS AND THE COMPANY
WILL SUFFER SUBSTANTIAL DAMAGE AND IRREPARABLE HARM WHICH WILL BE DIFFICULT TO
COMPUTE IF, DURING THE TERM OF THE AGREEMENT AND THEREAFTER, EMPLOYEE SHOULD
ENTER A COMPETITIVE BUSINESS (AS DEFINED HEREIN) IN VIOLATION OF THE PROVISIONS
OF THIS AGREEMENT; (III) THE COMPANY WILL SUFFER SUBSTANTIAL DAMAGE WHICH WILL
BE DIFFICULT TO COMPUTE IF, DURING THE TERM OR THEREAFTER, EMPLOYEE SHOULD
SOLICIT OR INTERFERE WITH THE COMPANY'S EMPLOYEES OR PATRONS OR SHOULD DIVULGE
CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF THE COMPANY; (IV) THE
PROVISIONS OF THIS SECTION 5 ARE REASONABLE AND NECESSARY FOR THE PROTECTION OF
THE BUSINESS OF THE COMPANY; (V) THE COMPANY WOULD NOT HAVE HIRED OR EMPLOYED
EMPLOYEE UNLESS EMPLOYEE SIGNED THIS AGREEMENT; AND (VI) THE PROVISIONS OF THIS
AGREEMENT WILL NOT PRECLUDE EMPLOYEE FROM OTHER GAINFUL EMPLOYMENT.
"COMPETITIVE BUSINESS" SHALL MEAN ANY GAMING ESTABLISHMENT WHICH PROVIDES TO ITS
PATRONS GAMES OF CHANCE SUCH AS SLOT MACHINES, CARD GAMES, ROULETTE, AND SIMILAR
GAMES IN THE STATE OF NEW YORK OR WITHIN A 100 MILE RADIUS OF NATION TERRITORY,
AND ANY OTHER BUSINESS IN WHICH THE COMPANY IS THEN ENGAGED AS OF THE DATE OF
TERMINATION OF THIS AGREEMENT.
B.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE
UNAUTHORIZED DISCLOSURE OR MISUSE OF CONFIDENTIAL INFORMATION WILL CAUSE
SUBSTANTIAL DAMAGE TO THE COMPANY.
THEREFORE, EMPLOYEE AGREES NOT TO, AT ANY
TIME, EITHER DURING THE TERM OR THEREAFTER, DIVULGE, USE, PUBLISH OR IN ANY
OTHER MANNER REVEAL, DIRECTLY OR INDIRECTLY, TO ANY PERSON, FIRM OR CORPORATION
ANY CONFIDENTIAL INFORMATION OBTAINED OR LEARNED BY EMPLOYEE DURING THE COURSE
OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, WITH REGARD TO THE OPERATIONAL,
FINANCIAL, BUSINESS OR OTHER
4
AFFAIRS AND ACTIVITIES OF THE COMPANY, THEIR OFFICERS, DIRECTORS OR EMPLOYEES
AND THE ENTITIES WITH WHICH THEY HAVE BUSINESS RELATIONSHIPS, EXCEPT (I) AS MAY
BE NECESSARY TO THE PERFORMANCE OF EMPLOYEE'S DUTIES WITH THE COMPANY, (II) WITH
THE COMPANY'S EXPRESS WRITTEN CONSENT, (III) TO THE EXTENT THAT ANY SUCH
INFORMATION IS IN THE PUBLIC DOMAIN OTHER THAN AS A RESULT OF EMPLOYEE'S BREACH
OF ANY OF OBLIGATIONS HEREUNDER, OR (IV) WHERE REQUIRED TO BE DISCLOSED BY COURT
ORDER, SUBPOENA OR OTHER GOVERNMENT PROCESS WHICH IS CONSISTENT WITH THE TERMS
AND CONDITIONS OF PARAGRAPHS 15(F) AND 15(G) OF THE COMPACT AND, IN SUCH EVENT,
EMPLOYEE SHALL COOPERATE WITH THE COMPANY IN ATTEMPTING TO KEEP SUCH INFORMATION
CONFIDENTIAL.
C.
DURING EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY AND FOR ONE (1) YEAR AFTER EMPLOYEE'S TERMINATION OF EMPLOYMENT FOR ANY
REASON (THE "RESTRICTED PERIOD"), EMPLOYEE, WITHOUT THE PRIOR WRITTEN PERMISSION
OF THE COMPANY, SHALL NOT, DIRECTLY OR INDIRECTLY, (I) ENTER INTO THE EMPLOY OF
OR RENDER ANY SERVICES TO ANY
CORPORATION, LIMITED LIABILITY COMPANY, ENTITY,
TRUST, GROUP, COMPANY, PARTNERSHIP OR INDIVIDUAL, ENGAGED IN A COMPETITIVE
BUSINESS; OR