DOCUMENTS, TECHNICAL INFORMATION
(INCLUDING, WITHOUT LIMITATION, FACILITY PLANS AND DESIGNS), EQUIPMENT AND
SERVICES (COLLECTIVELY, "CONFIDENTIAL INFORMATION").
(B)
VALUE AND NON-DISCLOSURE/NON-USE OF
CONFIDENTIAL INFORMATION.
EMPLOYEE ACKNOWLEDGES THAT THE COMPANY'S BUSINESS IS
HIGHLY COMPETITIVE AND THAT THE CONFIDENTIAL INFORMATION AND OPPORTUNITY TO
DEVELOP RELATIONSHIPS WITH COMPANY CUSTOMERS, CLIENTS, VENDORS OR PARTNERS
PROMISED BY THE COMPANY ARE VALUABLE, SPECIAL, AND UNIQUE ASSETS OF THE COMPANY
WHICH THE COMPANY USES IN ITS BUSINESS TO OBTAIN A COMPETITIVE ADVANTAGE OVER
THE COMPANY'S COMPETITORS WHICH DO NOT KNOW OR USE THIS INFORMATION.
EMPLOYEE
FURTHER ACKNOWLEDGES THAT PROTECTION OF THE CONFIDENTIAL INFORMATION AGAINST
UNAUTHORIZED DISCLOSURE AND USE IS OF CRITICAL IMPORTANCE TO THE COMPANY IN
MAINTAINING ITS COMPETITIVE POSITION.
ACCORDINGLY, EMPLOYEE HEREBY AGREES THAT
HE WILL NOT, AT ANY TIME DURING OR AFTER HIS EMPLOYMENT BY THE COMPANY, MAKE ANY
UNAUTHORIZED DISCLOSURE OF ANY CONFIDENTIAL INFORMATION OR MAKE ANY USE THEREOF
OR OF ANY CUSTOMER RELATIONSHIPS, EXCEPT (A) FOR THE BENEFIT OF, AND ON BEHALF
OF, THE COMPANY OR (B) AS REQUIRED TO BE DISCLOSED PURSUANT TO LEGAL PROCESS
(E.G., A SUBPOENA), PROVIDED THAT THE EMPLOYEE NOTIFIES THE COMPANY IMMEDIATELY
UPON RECEIVING OR BECOMING AWARE OF THE LEGAL PROCESS IN QUESTION SO THAT THE
COMPANY MAY HAVE THE OPPORTUNITY TO SEEK A PROTECTIVE OR OTHER ORDER TO RESTRICT
OR PREVENT SUCH DISCLOSURE.
(C)
RETURN OF DOCUMENTS AND ELECTRONIC DATA.
ALL WRITTEN OR ELECTRONIC OR OTHER DATA OR MATERIALS, RECORDS AND OTHER
DOCUMENTS MADE BY, OR COMING INTO THE POSSESSION OF, EMPLOYEE DURING THE PERIOD
OF HIS EMPLOYMENT BY THE COMPANY WHICH CONTAIN OR DISCLOSE THE CONFIDENTIAL
INFORMATION AND/OR CUSTOMER RELATIONSHIPS SHALL BE AND REMAIN THE PROPERTY OF
THE COMPANY.
UPON REQUEST, AND IN ANY EVENT WITHOUT REQUEST UPON TERMINATION OF
EMPLOYEE'S EMPLOYMENT BY THE COMPANY, FOR ANY REASON, HE PROMPTLY SHALL DELIVER
THE SAME, AND ALL COPIES, DERIVATIVES AND EXTRACTS THEREOF, TO THE COMPANY.
(D)
BREACH OF THIS SECTION.
THE EMPLOYEE
UNDERSTANDS AND AGREES THAT THE RESTRICTIONS IN THIS SECTION 10 DO NOT TERMINATE
WHEN THE EMPLOYEE'S EMPLOYMENT TERMINATES. THE EMPLOYEE UNDERSTANDS AND AGREES
THAT SUCH RESTRICTIONS MAY LIMIT HIS ABILITY TO ENGAGE IN A BUSINESS SIMILAR TO
THE COMPANY'S BUSINESS (SPECIFICALLY A BUSINESS WHICH IS DIRECTLY COMPETITIVE
WITH THE ACTIVITIES CONDUCTED BY THE COMPANY OR ANY OF ITS AFFILIATES WITHIN THE
CORRECTIONAL INDUSTRY (AS DEFINED IN SECTION 13(A)(I))) IN A POSITION
11
SIMILAR TO HIS POSITION WITH THE COMPANY BECAUSE SUCH A POSITION WOULD
INEVITABLY AND UNAVOIDABLY REQUIRE HIM TO DISCLOSE THE CONFIDENTIAL INFORMATION
PROTECTED HEREIN, BUT ACKNOWLEDGES THAT HE WILL RECEIVE SUFFICIENT MONETARY AND
OTHER CONSIDERATION FROM THE COMPANY HEREUNDER TO JUSTIFY SUCH RESTRICTION.
THE
EMPLOYEE ACKNOWLEDGES THAT MONEY DAMAGES WOULD NOT BE SUFFICIENT REMEDY FOR ANY
BREACH OF THIS SECTION 10 BY THE EMPLOYEE, AND THE COMPANY SHALL BE ENTITLED TO
ENFORCE THE PROVISIONS OF THIS SECTION 10 BY (A) TERMINATING ANY PAYMENTS THEN
OWING TO THE EMPLOYEE UNDER THIS AGREEMENT AND/OR (B) SPECIFIC PERFORMANCE AND
INJUNCTIVE RELIEF, IN EACH CASE AS REMEDIES FOR SUCH BREACH OR ANY THREATENED
BREACH.
SUCH REMEDIES SHALL