THAT, AS OF TERMINATION OF EMPLOYMENT, THE
COMPANY OR ANY ENTITY OWNED BY THE COMPANY ANYWHERE IN NORTH AMERICAN (I)
MANUFACTURES OR PROVIDES; OR (II) HAS TAKEN AFFIRMATIVE STEPS TO COMMENCE
MANUFACTURING OR PROVIDING.
(C)
EXCEPT AS REQUIRED IN THE FAITHFUL PERFORMANCE OF THE OPTIONEE'S
DUTIES AND RESPONSIBILITIES OF EMPLOYMENT OR PURSUANT TO SECTION 4.7(D) THE
OPTIONEE SHALL, IN PERPETUITY, MAINTAIN IN CONFIDENCE AND SHALL NOT DIRECTLY,
INDIRECTLY OR OTHERWISE, USE, DISSEMINATE, DISCLOSE OR PUBLISH, OR USE FOR HIS
BENEFIT OR THE BENEFIT OF ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION OR TRADE SECRETS OF OR RELATING TO THE
COMPANY, INCLUDING, WITHOUT LIMITATION, INFORMATION WITH RESPECT TO THE
COMPANY'S OPERATIONS, PROCESSES, PRODUCTS, INVENTIONS, BUSINESS PRACTICES,
FINANCES, PRINCIPALS, VENDORS, SUPPLIERS, CUSTOMERS, POTENTIAL CUSTOMERS,
MARKETING METHODS, COSTS, PRICES, CONTRACTUAL RELATIONSHIPS, REGULATORY STATUS,
COMPENSATION PAID TO EMPLOYEES OR OTHER TERMS OF EMPLOYMENT, OR DELIVER TO ANY
PERSON, FIRM, CORPORATION OR OTHER ENTITY ANY DOCUMENT, RECORD, NOTEBOOK,
COMPUTER PROGRAM OR SIMILAR REPOSITORY OF OR CONTAINING ANY SUCH CONFIDENTIAL OR
PROPRIETARY INFORMATION OR TRADE SECRETS.
THE PARTIES HEREBY STIPULATE AND
AGREE THAT AS BETWEEN THEM THE FOREGOING MATTERS ARE IMPORTANT, MATERIAL AND
CONFIDENTIAL PROPRIETARY INFORMATION AND TRADE SECRETS AND AFFECT THE SUCCESSFUL
CONDUCT OF THE BUSINESSES OF THE COMPANY (AND ANY SUCCESSOR OR ASSIGNEE OF THE
COMPANY).
UPON TERMINATION OF THE OPTIONEE'S EMPLOYMENT WITH THE COMPANY FOR
ANY REASON, THE OPTIONEE WILL PROMPTLY DELIVER TO THE COMPANY ALL
CORRESPONDENCE, DRAWINGS, MANUALS, LETTERS, NOTES, NOTEBOOKS, REPORTS, PROGRAMS,
PLANS, PROPOSALS, FINANCIAL DOCUMENTS, OR ANY OTHER DOCUMENTS CONCERNING THE
COMPANY'S CUSTOMERS, BUSINESS PLANS, MARKETING STRATEGIES, PRODUCTS OR
PROCESSES.
(D)
THE OPTIONEE MAY RESPOND TO A LAWFUL AND VALID SUBPOENA OR OTHER
LEGAL PROCESS BUT SHALL GIVE THE COMPANY THE EARLIEST POSSIBLE NOTICE THEREOF,
SHALL, AS MUCH IN ADVANCE OF THE RETURN DATE AS POSSIBLE, MAKE AVAILABLE TO THE
COMPANY AND ITS COUNSEL THE DOCUMENTS AND OTHER INFORMATION SOUGHT AND SHALL
ASSIST SUCH COUNSEL IN RESISTING OR OTHERWISE RESPONDING TO SUCH PROCESS.
9
(E)
THE OPTIONEE AGREES NOT TO DISPARAGE THE COMPANY, ANY OF ITS
PRODUCTS OR PRACTICES, OR ANY OF ITS DIRECTORS, OFFICERS, AGENTS,
REPRESENTATIVES, STOCKHOLDERS OR AFFILIATES, EITHER ORALLY OR IN WRITING, AT ANY
TIME.
(F)
IN THE EVENT THE TERMS OF THIS SECTION 4.7 SHALL BE DETERMINED BY
ANY COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE BY REASON OF ITS
EXTENDING FOR TOO GREAT A PERIOD OF TIME OR OVER TOO GREAT A GEOGRAPHICAL AREA
OR BY REASON OF ITS BEING TOO EXTENSIVE IN ANY OTHER RESPECT, IT WILL BE
INTERPRETED TO EXTEND ONLY OVER THE MAXIMUM PERIOD OF TIME FOR WHICH IT MAY BE
ENFORCEABLE, OVER THE MAXIMUM GEOGRAPHICAL AREA AS TO WHICH IT MAY BE
ENFORCEABLE, OR TO THE MAXIMUM EXTENT IN ALL OTHER RESPECTS AS TO WHICH IT MAY
BE ENFORCEABLE, ALL AS DETERMINED BY SUCH COURT IN SUCH ACTION.
(G)
AS USED IN THIS SECTION 4.7, THE TERM "COMPANY" SHALL INCLUDE THE
COMPANY, ITS PARENT, RELATED ENTITIES, AND ANY OF ITS DIRECT OR INDIRECT
SUBSIDIARIES.
(H)