OF HER SERVICES AND DUTIES HEREUNDER (WHETHER
PRIOR TO OR DURING THE TERM OF THIS AGREEMENT), TO ANY OTHER PERSON OR ENTITY,
AND EXECUTIVE SHALL NOT USE ANY SUCH CONFIDENTIAL INFORMATION FOR EXECUTIVE'S
OWN PERSONAL USE OR ADVANTAGE OR MAKE IT AVAILABLE TO OTHERS FOR USE.
ALL
CONFIDENTIAL INFORMATION, WHETHER ORAL OR WRITTEN, REGARDING THE BUSINESS OR
AFFAIRS OF UT OR ANY OF ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION,
INFORMATION AS TO THEIR PRODUCTS, SERVICES, SYSTEMS, DESIGNS, INVENTIONS,
SOFTWARE, FINANCE (INCLUDING PRICES, COSTS AND REVENUES), MARKETING PLANS,
PROGRAMS, METHODS OF OPERATION, PROSPECTIVE AND EXISTING CONTRACTS, CUSTOMERS
AND OTHER BUSINESS ARRANGEMENTS OR BUSINESS PLANS, PROCEDURES, AND STRATEGIES,
SHALL ALL BE DEEMED CONFIDENTIAL INFORMATION, EXCEPT TO THE EXTENT THE SAME
SHALL HAVE BEEN LAWFULLY AND WITHOUT BREACH OF CONFIDENTIAL OBLIGATION MADE
AVAILABLE TO THE GENERAL PUBLIC WITHOUT RESTRICTION.
UT SHALL BE UNDER NO
OBLIGATION TO IDENTIFY SPECIFICALLY ANY INFORMATION AS TO WHICH THE PROTECTION
OF THIS SECTION 5.1 EXTENDS BY ANY NOTICE OR OTHER ACTION.
UPON EXPIRATION OR
TERMINATION OF THIS AGREEMENT FOR ANY REASON, EXECUTIVE SHALL RETURN ALL RECORDS
OF CONFIDENTIAL INFORMATION, INCLUDING ALL COPIES THEREOF IN EXECUTIVE'S
POSSESSION, WHETHER PREPARED BY HER OR OTHERS, TO UT.
13
5.2.
UNFAIR COMPETITION.
DURING THE PERIOD IN
WHICH EXECUTIVE IS RECEIVING ANY PAYMENT UNDER THIS AGREEMENT AND FOR A PERIOD
OF FIVE (5) YEARS THEREAFTER, EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, AND
WHETHER OR NOT FOR COMPENSATION, AS A STOCKHOLDER OWNING BENEFICIALLY OR OF
RECORD MORE THAN FIVE PERCENT (5%) OF THE OUTSTANDING SHARES OF ANY CLASS OF
STOCK OF AN ISSUER, OR AS AN OFFICER, DIRECTOR, EMPLOYEE, CONSULTANT, PARTNER,
JOINT VENTURER, PROPRIETOR OR OTHERWISE, ENGAGE IN OR BECOME INTERESTED IN ANY
CONFLICTING ORGANIZATION IN CONNECTION WITH RESEARCH, DEVELOPMENT, CONSULTING,
MANUFACTURING, PURCHASING, ACCOUNTING, ENGINEERING, MARKETING, MERCHANDISING OR
SELLING OF ANY CONFLICTING PRODUCT OR SERVICE.
DURING THE PERIOD IN WHICH
EXECUTIVE IS RECEIVING ANY PAYMENTS UNDER THIS AGREEMENT AND FOR A PERIOD OF
FIVE (5) YEARS THEREAFTER, EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF UT, SOLICIT OR HIRE OR INDUCE THE TERMINATION OF EMPLOYMENT OF ANY
EMPLOYEES OR OTHER PERSONNEL PROVIDING SERVICES TO UT OR ANY OF ITS AFFILIATES,
FOR ANY BUSINESS ACTIVITY, OTHER THAN A BUSINESS ACTIVITY OWNED OR CONTROLLED,
DIRECTLY OR INDIRECTLY, BY UT OR ANY OF ITS AFFILIATES.
5.3.
INJUNCTIVE RELIEF.
(A)
EXECUTIVE ACKNOWLEDGES AND WARRANTS THAT
SHE WILL BE FULLY ABLE TO EARN AN ADEQUATE LIVELIHOOD FOR HERSELF AND HER
DEPENDENTS IF SECTION 5.2 SHOULD BE SPECIFICALLY ENFORCED AGAINST HER, AND THAT
SUCH SECTION 5.2 MERELY PREVENTS UNFAIR COMPETITION AGAINST UT FOR A LIMITED
PERIOD OF TIME.
EXECUTIVE AGREES AND ACKNOWLEDGES THAT, BY VIRTUE OF
EXECUTIVE'S EMPLOYMENT WITH UT, EXECUTIVE SHALL HAVE ACCESS TO AND MAINTAIN AN
INTIMATE KNOWLEDGE OF UT'S ACTIVITIES AND AFFAIRS, INCLUDING CONFIDENTIAL
INFORMATION AND OTHER CONFIDENTIAL MATTERS.
AS A RESULT OF SUCH ACCESS AND
KNOWLEDGE, AND BECAUSE OF THE UNIQUE SERVICE THAT EXECUTIVE IS CAPABLE OF
PERFORMING FOR UT OR ONE OF ITS COMPETITORS, EXECUTIVE ACKNOWLEDGES THAT THE
SERVICES TO BE RENDERED BY EXECUTIVE