financial information, including but not limited
to results from operations, results relating to various programs, profit/loss
and revenue figures, transaction data and account information;
·
OneBeacon facility and data security-related information,
including without limitation door access codes, computer access codes, security
system PINs, computer system user identification information, passwords and
remote access codes;
·
OneBeacon personnel information, including but not limited
to, performance reviews, compensation information, personal information,
ranking, skills and competencies;
·
information acquired by or on behalf of OneBeacon about
OneBeacon's current and prospective customers, distributors, vendors, suppliers,
producers, or any other type of business relationship;
·
intellectual property of OneBeacon;
provided, however, that Confidential Information does not include material,
data, documents, and/or other information that OneBeacon has voluntarily placed
in the public domain; that has been lawfully and independently developed and
publicly disclosed to third parties; that constitutes general knowledge and
skills gained by Employee during the period of his or her employment with
OneBeacon; or that otherwise enters the public domain through lawful means.
b.
Employee further acknowledges that the development or acquisition of such
Confidential Information is the result of great effort and expense by OneBeacon,
that the Confidential Information is critical to the survival and success of
OneBeacon, and that the unauthorized disclosure or use of the Confidential
Information would cause OneBeacon irreparable harm.
3.
Prohibited Post-employment Solicitation:
(a) In order to protect OneBeacon's Goodwill (as defined below), Confidential
Information, and OneBeacon's other legitimate business interests, Employee
agrees that he/she shall not, directly or indirectly, for a period of twelve
(12) months from the termination of Employee's employment for any reason:
·
initiate, receive, or otherwise engage in contact, directly
or indirectly, with any individual or entity that is (1) a current insured of
OneBeacon (and where applicable, limited to a specific layer) that the Employee
directly serviced or otherwise had contact with on behalf of OneBeacon; or (2) a
prospective customer or account identified by OneBeacon and actively being
pursued by OneBeacon that the Employee serviced or otherwise had contact with on
behalf of OneBeacon (again where applicable, limited to a specific layer); or
(3) a current insured or prospective customer or account actively being pursued
by OneBeacon about which the Employee acquired Confidential Information as a
result of his/her employment with OneBeacon (collectively "Protected Customer"),
for the purpose of soliciting business from such individual or entity and/or to
divert that individual's or entity's business away from OneBeacon.
·
divert or attempt to divert a Protected Customer from
OneBeacon by soliciting any producer or supplier, or prospective producer or
supplier of OneBeacon from doing business with OneBeacon or otherwise to change
its relationship with OneBeacon; or
·
solicit or induce, or attempt to solicit or induce, any
employee, consultant, or independent contractor of OneBeacon to leave OneBeacon
for any reason whatsoever, or hire or solicit the services of any employee of
OneBeacon.
(b) The twelve (12) month restrictive period shall be tolled for the period of
time that Employee had already been