IF,
AFTER THE RECEIPT BY THE EMPLOYEE OF AN AMOUNT ADVANCED BY THE COMPANY PURSUANT
TO SECTION 11(E), A DETERMINATION IS MADE THAT THE EMPLOYEE SHALL NOT BE
ENTITLED TO ANY REFUND WITH RESPECT TO SUCH CLAIM AND THE COMPANY DOES NOT
NOTIFY THE EMPLOYEE IN WRITING OF ITS INTENT TO CONTEST SUCH DENIAL OF REFUND
PRIOR TO THE EXPIRATION OF THIRTY (30) DAYS AFTER SUCH DETERMINATION, THEN SUCH
ADVANCE SHALL BE FORGIVEN AND SHALL NOT BE REQUIRED TO BE REPAID.
12.
NON-DELEGATION OF EMPLOYEE'S RIGHTS.
THE
OBLIGATIONS, RIGHTS AND BENEFITS OF THE EMPLOYEE HEREUNDER ARE PERSONAL AND MAY
NOT BE DELEGATED, ASSIGNED OR TRANSFERRED IN ANY MANNER WHATSOEVER, NOR ARE SUCH
OBLIGATIONS, RIGHTS OR BENEFITS SUBJECT TO INVOLUNTARY ALIENATION, ASSIGNMENT OR
TRANSFER.
13.
CONFIDENTIAL INFORMATION.
THE EMPLOYEE
ACKNOWLEDGES THAT IN HIS CAPACITY AS AN EMPLOYEE OF THE COMPANY HE WILL OCCUPY A
POSITION OF TRUST AND CONFIDENCE AND HE FURTHER ACKNOWLEDGES THAT HE WILL HAVE
ACCESS TO AND LEARN SUBSTANTIAL INFORMATION ABOUT THE COMPANY AND ITS AFFILIATES
AND THEIR OPERATIONS THAT IS CONFIDENTIAL OR NOT GENERALLY KNOWN IN THE INDUSTRY
INCLUDING, WITHOUT LIMITATION, INFORMATION THAT RELATES TO PURCHASING, SALES,
CUSTOMERS, MARKETING, AND THE COMPANY'S AND ITS AFFILIATES' FINANCIAL POSITIONS
AND FINANCING ARRANGEMENTS.
THE EMPLOYEE AGREES THAT ALL SUCH INFORMATION IS
PROPRIETARY OR CONFIDENTIAL, OR CONSTITUTES TRADE SECRETS AND IS THE SOLE
PROPERTY OF THE COMPANY AND/OR ITS AFFILIATES, AS THE CASE MAY BE.
THE EMPLOYEE
WILL KEEP CONFIDENTIAL, AND WILL NOT REPRODUCE, COPY OR DISCLOSE TO ANY OTHER
PERSON OR FIRM, ANY SUCH INFORMATION OR ANY DOCUMENTS OR INFORMATION RELATING TO
THE COMPANY'S OR ITS AFFILIATES' METHODS, PROCESSES, CUSTOMERS, ACCOUNTS,
ANALYSES, SYSTEMS, CHARTS, PROGRAMS, PROCEDURES, CORRESPONDENCE OR RECORDS, OR
ANY OTHER DOCUMENTS USED OR OWNED BY THE COMPANY OR ANY OF ITS AFFILIATES, NOR
WILL THE EMPLOYEE ADVISE, DISCUSS WITH OR IN ANY WAY ASSIST ANY OTHER PERSON,
FIRM OR ENTITY IN OBTAINING OR LEARNING ABOUT ANY OF THE ITEMS DESCRIBED IN THIS
SECTION 13.
ACCORDINGLY, THE EMPLOYEE AGREES THAT DURING THE EMPLOYMENT TERM
AND AT ALL TIMES THEREAFTER HE WILL NOT DISCLOSE, OR PERMIT OR ENCOURAGE ANYONE
ELSE TO DISCLOSE, ANY SUCH INFORMATION, NOR
11
WILL HE UTILIZE ANY SUCH INFORMATION, EITHER ALONG OR WITH OTHERS, OUTSIDE THE
SCOPE OF HIS DUTIES AND RESPONSIBILITIES WITH THE COMPANY AND ITS AFFILIATES.
14.
NON-COMPETITION DURING EMPLOYMENT TERM.
THE
EMPLOYEE AGREES THAT, DURING THE EMPLOYMENT TERM, HE WILL DEVOTE SUBSTANTIALLY
ALL HIS BUSINESS TIME AND EFFORT, AND GIVE UNDIVIDED LOYALTY, TO THE COMPANY AND
ITS AFFILIATES, AND HE WILL NOT ENGAGE IN ANY WAY WHATSOEVER, DIRECTLY OR
INDIRECTLY, IN ANY BUSINESS THAT IS COMPETITIVE WITH THE COMPANY OR ITS
AFFILIATES, NOR SOLICIT CUSTOMERS, SUPPLIERS OR EMPLOYEES OF THE COMPANY OR
AFFILIATES ON BEHALF OF, OR IN ANY OTHER MANNER WORK FOR OR ASSIST ANY BUSINESS
WHICH IS COMPETITIVE WITH THE COMPANY OR ITS AFFILIATES.
IN ADDITION, DURING
THE EMPLOYMENT TERM, THE EMPLOYEE WILL UNDERTAKE NO PLANNING FOR OR ORGANIZATION
OF ANY BUSINESS ACTIVITY COMPETITIVE WITH THE WORK HE PERFORMS AS