INFORMATION, SUCH AS INFORMATION ON
MARKETS, END USERS AND APPLICATIONS, THE IDENTITY OF THE COMPANY'S CUSTOMERS,
SUPPLIERS, AND DISTRIBUTORS, THEIR NAMES AND ADDRESSES, THE NAMES OF
REPRESENTATIVES OF THE COMPANY'S CUSTOMERS, DISTRIBUTORS OR SUPPLIERS
RESPONSIBLE FOR ENTERING INTO CONTRACTS WITH THE COMPANY, THE COMPANY'S
FINANCIAL ARRANGEMENTS WITH ITS DISTRIBUTORS AND SUPPLIERS, THE AMOUNTS PAID BY
SUCH CUSTOMERS TO THE COMPANY, SPECIFIC CUSTOMER NEEDS AND REQUIREMENTS, LEADS
AND REFERRALS TO PROSPECTIVE CUSTOMERS; AND (IV) PERSONNEL INFORMATION, SUCH AS
THE IDENTITY AND NUMBER OF THE COMPANY'S OTHER EMPLOYEES, THEIR SALARIES,
BONUSES, BENEFITS, SKILLS, QUALIFICATIONS, AND ABILITIES.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE CONFIDENTIAL INFORMATION AND TRADE SECRETS ARE
NOT GENERALLY KNOWN OR AVAILABLE TO THE GENERAL PUBLIC, BUT HAVE BEEN DEVELOPED,
COMPILED OR ACQUIRED BY THE COMPANY AT ITS EFFORT AND EXPENSE AND FOR COMMERCIAL
ADVANTAGE AND, THEREFORE, TAKES EVERY REASONABLE PRECAUTION TO PREVENT THE USE
OR DISCLOSURE OF ANY PART OF IT BY OR TO UNAUTHORIZED PERSONS. CONFIDENTIAL
INFORMATION AND TRADE SECRETS CAN BE IN ANY FORM: ORAL, WRITTEN, OR MACHINE
READABLE, INCLUDING ELECTRONIC FILES.
ALL OF THE FOREGOING IS SUBJECT TO AND
CONDITIONED UPON COMPLIANCE WITH APPLICABLE STATE AND FEDERAL LAWS.
THE TERM
"CONFIDENTIAL INFORMATION AND TRADE SECRETS" DOES NOT INCLUDE INFORMATION WHICH
IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A
DISCLOSURE BY EXECUTIVE.
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
EXECUTIVE AGREES HE WILL NOT, WHILE
ASSOCIATED WITH THE COMPANY AND FOR SO LONG THEREAFTER AS THE PERTINENT
INFORMATION OR DOCUMENTATION REMAINS CONFIDENTIAL, DIRECTLY OR INDIRECTLY USE,
DISCLOSE OR DISSEMINATE TO ANY OTHER PERSON, ORGANIZATION OR ENTITY, OR
OTHERWISE USE ANY CONFIDENTIAL INFORMATION AND TRADE SECRETS, EXCEPT AS
SPECIFICALLY REQUIRED IN THE PERFORMANCE OF EXECUTIVE'S DUTIES ON BEHALF OF THE
COMPANY OR WITH PRIOR WRITTEN AUTHORIZATION OF THE COMPANY'S BOARD OF DIRECTORS,
OR AS REQUIRED BY LAW.
IN THE EVENT THAT EXECUTIVE IS REQUESTED OR BECOMES
LEGALLY COMPELLED (BY ORAL QUESTIONS, INTERROGATORIES, REQUESTS FOR INFORMATION
OR DOCUMENTS, SUBPOENA, CIVIL OR CRIMINAL INVESTIGATIVE DEMAND OR SIMILAR
PROCESS AS WELL AS APPLICABLE SECURITIES LAWS) TO DISCLOSE ANY OF THE
CONFIDENTIAL INFORMATION AND TRADE SECRETS, THEN EXECUTIVE WILL PROVIDE COMPANY
WITH PROMPT WRITTEN NOTICE OF SUCH REQUEST(S) SO THAT COMPANY MAY, AT COMPANY'S
SOLE COST AND EXPENSE, SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY
AND/OR WAIVE COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT.
IN THE EVENT
THAT SUCH PROTECTIVE ORDER OR OTHER REMEDY IS NOT OR CANNOT BE OBTAINED, THEN
THE EXECUTIVE MAY FURNISH WITHOUT LIABILITY HEREUNDER ONLY THAT PORTION OF THE
CONFIDENTIAL INFORMATION AND TRADE SECRETS WHICH IS LEGALLY REQUIRED.
NON-COMPETITION.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COMPANY IS ENGAGED
IN A HIGHLY COMPETITIVE BUSINESS AND THAT BY VIRTUE OF EXECUTIVE'S HIGH LEVEL
POSITION AND RESPONSIBILITIES WITH THE COMPANY AND EXECUTIVE'S ACCESS TO THE
CONFIDENTIAL INFORMATION AND TRADE SECRETS AS SET FORTH IN PARAGRAPH 7(A) ABOVE,
ENGAGING IN ANY BUSINESS WHICH IS DIRECTLY COMPETITIVE WITH THE COMPANY COULD
CAUSE IT GREAT AND IRREPARABLE HARM.
ACCORDINGLY, EXECUTIVE COVENANTS AND
AGREES THAT FOR SO LONG AS HE IS