WELL AS ANY OTHER PARTIES WHICH HAVE A
BUSINESS RELATIONSHIP WITH THE COMPANY OR A RELATED ENTITY, TO TERMINATE,
DISCONTINUE, OR REDUCE THE EXTENT OF THEIR RELATIONSHIP WITH THE COMPANY OR A
RELATED ENTITY;
(II)
DIRECTLY OR INDIRECTLY SOLICIT BUSINESS OF
THE SAME OR SIMILAR TYPE AS A COVERED BUSINESS, FROM ANY PERSON OR ENTITY KNOWN
BY THE CONSULTANT TO BE A CUSTOMER OR CLIENT OF THE COMPANY, WHETHER OR NOT THE
CONSULTANT HAD CONTACT WITH SUCH PERSON OR ENTITY DURING THE CONSULTANT'S
ENGAGEMENT BY THE COMPANY;
(III)
DISPARAGE THE COMPANY, ANY RELATED ENTITIES,
AND/OR ANY SHAREHOLDER, DIRECTOR, OFFICER, EMPLOYEE, OR AGENT OF THE COMPANY OR
ANY RELATED ENTITY; AND/OR
(IV)
ENGAGE IN ANY PRACTICE THE PURPOSE OF WHICH IS
TO EVADE THE PROVISIONS OF THIS SECTION 6 OR COMMIT ANY ACT WHICH ADVERSELY
AFFECTS THE COMPANY, ANY RELATED ENTITY, OR THEIR RESPECTIVE BUSINESSES.
The Consultant acknowledges and agrees that, in light of the unique nature of
the Company's business, the Company will market its products on a worldwide
basis and will compete with various companies and businesses across and world.
Accordingly, the Consultant agrees that the geographic scope of the above
covenants is a reasonable means of protecting the Company's (and the Related
Entities') legitimate business interests.
(C)
DISCLOSURE OF CONFIDENTIAL INFORMATION.
THE CONSULTANT ACKNOWLEDGES THAT THE INVENTIONS, INNOVATIONS, SOFTWARE, TRADE
SECRETS, BUSINESS PLANS, FINANCIAL STRATEGIES, FINANCES, AND ALL OTHER
CONFIDENTIAL OR PROPRIETARY INFORMATION WITH RESPECT TO THE BUSINESS AND
OPERATIONS OF THE COMPANY AND RELATED ENTITIES ARE VALUABLE, SPECIAL, AND UNIQUE
ASSETS OF THE COMPANY.
ACCORDINGLY, THE CONSULTANT AGREES NOT TO, AT ANY TIME
WHATSOEVER EITHER DURING OR AFTER THE CONSULTING TERM, DISCLOSE, DIRECTLY OR
INDIRECTLY, TO ANY PERSON OR ENTITY, OR USE OR AUTHORIZE ANY PERSON OR ENTITY TO
USE, ANY CONFIDENTIAL OR PROPRIETARY INFORMATION WITH RESPECT TO THE COMPANY OR
RELATED ENTITIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, INCLUDING,
WITHOUT LIMITATION, INFORMATION AS TO THE FINANCIAL CONDITION, RESULTS OF
OPERATIONS, IDENTITIES OF CLIENTS OR PROSPECTIVE CLIENTS, PRODUCTS UNDER
DEVELOPMENT, ACQUISITION STRATEGIES OR ACQUISITIONS UNDER CONSIDERATION, PRICING
OR COST INFORMATION, MARKETING STRATEGIES OR ANY OTHER INFORMATION RELATING TO
THE COMPANY OR ANY OF THE RELATED ENTITIES WHICH COULD BE REASONABLY REGARDED AS
CONFIDENTIAL (COLLECTIVELY REFERRED TO AS "CONFIDENTIAL INFORMATION").
HOWEVER,
THE TERM "CONFIDENTIAL INFORMATION" DOES NOT INCLUDE ANY INFORMATION WHICH IS OR
SHALL BECOME GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF
DISCLOSURE BY THE CONSULTANT OR BY ANY PERSON OR ENTITY WHICH THE CONSULTANT
KNOWS (OR WHICH THE CONSULTANT REASONABLY SHOULD KNOW) HAS A DUTY OF
CONFIDENTIALITY TO THE COMPANY OR A RELATED ENTITY WITH RESPECT TO SUCH
INFORMATION.
IN ADDITION TO THE FOREGOING, COMPANY WILL BE FULLY ENTITLED TO
ALL OF THE PROTECTIONS AND BENEFITS AFFORDED BY THE FLORIDA UNIFORM TRADE
SECRETS ACT AND OTHER APPLICABLE LAW.
4
(D)
PREVENTION OF PREMATURE DISCLOSURE OF
INFORMATION.
THE CONSULTANT AGREES AND ACKNOWLEDGES THAT, BECAUSE THE SUCCESS
OF THE COMPANY IS HEAVILY DEPENDENT UPON MAINTAINING THE SECRECY OF THE
COMPANY'S CONFIDENTIAL INFORMATION