ANYONE WHO IS THEN AN EMPLOYEE OF THE COMPANY (OR
WHO WAS AN EMPLOYEE OF THE COMPANY WITHIN THE PRIOR 12 MONTHS) TO RESIGN FROM
THE COMPANY OR TO APPLY FOR OR ACCEPT EMPLOYMENT WITH ANY OTHER BUSINESS OR
ENTERPRISE (OTHER THAN GENERAL ADVERTISING NOT SPECIFICALLY DIRECTED AT SUCH
CURRENT OR FORMER EMPLOYEES OF THE COMPANY), PROVIDED, HOWEVER, THAT THE
COVENANTS IN SECTIONS 7(B)(I), 7(B)(II) AND 7(B)(III) (PROVIDED THAT WITH
RESPECT TO SECTION 7(B)(III) ONLY TO THE EXTENT THAT AN ACTION UNDER SECTION
7(B)(III) OCCURS SOLELY AS A RESULT OF AN ACTION SET FORTH IN SECTION 7(B)(I) OR
SECTION 7(B)(II)) SHALL CEASE TO APPLY AFTER A QUALIFYING TERMINATION.
For purposes of this Agreement, a "Client" means any corporation, individual or
other entity that constitutes one of the top twenty clients of the Company or
one of its subsidiary companies over the preceding twelve month period (each a
"Top Twenty Client") to whom the Executive provided services or for whom the
Executive transacted business in any manner, directly or indirectly. A client
shall be considered a Top Twenty Client where the total revenue derived from
such client, either directly or indirectly, over the preceding calendar year
period ranks it as one of the Company's twenty highest revenue generating
clients.
The Company will provide the Executive a list of the Top Twenty
Clients at the end of each calendar year during the Employment Period.
(C)
CONFIDENTIAL INFORMATION.
THE EXECUTIVE
HEREBY ACKNOWLEDGES THAT, AS AN EMPLOYEE OF THE COMPANY, HE WILL BE MAKING USE
OF, ACQUIRING AND ADDING TO CONFIDENTIAL INFORMATION OF A SPECIAL AND UNIQUE
NATURE AND VALUE RELATING TO THE COMPANY AND ITS STRATEGIC PLAN AND FINANCIAL
OPERATIONS.
THE EXECUTIVE FURTHER RECOGNIZES AND ACKNOWLEDGES THAT ALL
CONFIDENTIAL INFORMATION IS THE EXCLUSIVE PROPERTY OF THE COMPANY, IS MATERIAL
AND CONFIDENTIAL, AND IS CRITICAL TO THE SUCCESSFUL CONDUCT OF THE BUSINESS OF
THE COMPANY.
ACCORDINGLY, THE EXECUTIVE HEREBY COVENANTS AND AGREES THAT HE
WILL USE CONFIDENTIAL INFORMATION FOR THE BENEFIT OF THE COMPANY ONLY AND SHALL
NOT AT ANY TIME, DIRECTLY OR INDIRECTLY, DURING THE TERM OF THIS AGREEMENT AND
THEREAFTER DIVULGE, REVEAL OR COMMUNICATE ANY CONFIDENTIAL INFORMATION TO ANY
PERSON, FIRM, CORPORATION OR ENTITY WHATSOEVER, OR USE ANY CONFIDENTIAL
INFORMATION FOR HIS OWN BENEFIT OR FOR THE BENEFIT OF OTHERS. NOTWITHSTANDING
THE FOREGOING, THE EXECUTIVE SHALL BE AUTHORIZED TO DISCLOSE CONFIDENTIAL
INFORMATION (A) AS MAY BE REQUIRED BY LAW OR LEGAL PROCESS AFTER PROVIDING THE
COMPANY WITH PRIOR WRITTEN NOTICE AND AN
12
OPPORTUNITY TO RESPOND TO SUCH DISCLOSURE (UNLESS SUCH NOTICE IS PROHIBITED BY
LAW), (B) IN ANY CRIMINAL PROCEEDING AGAINST HIM AFTER PROVIDING THE COMPANY
WITH PRIOR WRITTEN NOTICE AND AN OPPORTUNITY TO SEEK PROTECTION FOR SUCH
CONFIDENTIAL INFORMATION AND (C) WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
For purposes of this Agreement, "Confidential Information" shall mean
confidential or proprietary information, knowledge or data concerning the
Company and its subsidiary companies' businesses, strategies, operations,
financial affairs, organizational matters, personnel matters, budgets, business
plans, marketing plans, studies, policies, procedures,