KNOWLEDGE THEREOF ARE ESSENTIAL TO THE PERFORMANCE OF EXECUTIVE'S DUTIES TO THE
COMPANY AND TO EACH RELATED ENTITY, IF APPLICABLE.
DURING THE TIME THAT
EXECUTIVE IS AN EMPLOYEE OF THE COMPANY AND AT ALL TIMES THEREAFTER, EXECUTIVE
WILL KEEP SECRET AND WILL NOT USE OR DISCLOSE ANY CONFIDENTIAL INFORMATION TO
ANY PERSON OR ENTITY, IN ANY FASHION OR FOR ANY PURPOSE WHATSOEVER, EXCEPT AT
THE REQUEST OF THE COMPANY OR AS MAY BE REQUIRED BY APPLICABLE LAW.
(II)
THE TERM "CONFIDENTIAL INFORMATION",
INCLUDES, BUT IS NOT LIMITED TO, INFORMATION WRITTEN, IN DIGITAL FORM, IN
GRAPHIC FORM, ELECTRONICALLY STORED, ORALLY TRANSMITTED OR MEMORIZED CONCERNING
OR RELATING TO THE COMPANY OR ANY OF ITS RELATED ENTITIES, INCLUDING ALL
FINANCIAL DATA RELATING TO THE BUSINESS OF GFI AND/OR ANY OF ITS RELATED
ENTITIES, LINES OF CREDIT OR DEBT OBLIGATIONS, CUSTOMER PRICING INFORMATION,
PERSONAL AND CONTRACT INFORMATION ABOUT OR RELATING TO GFI EMPLOYEES, OR TRADERS
AND OTHER DEALER REPRESENTATIVES, PROFIT AND LOSS STATEMENTS, BROKER, DESK OR
COMPANY PRODUCTIVITY DATA, FINANCIAL MODELS, COMPUTER SOFTWARE PROGRAMS, SOURCE
AND OTHER CODES, INFORMATION ABOUT DIRECT COMMUNICATION LINES, ELECTRONIC AND
VOICE TRADING SYSTEMS AND SCREEN SYSTEMS, ALL INFORMATION ABOUT THE COMPANY'S OR
ANY OF ITS RELATED ENTITIES' BUSINESS PROSPECTS AND OPPORTUNITIES, AND ALL OTHER
INFORMATION ABOUT OR GAINED FROM ANY CUSTOMER TO THE COMPANY OR TO ANY RELATED
ENTITY PROVIDING SERVICES DURING EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ALL
INFORMATION REASONABLY DETERMINED BY THE COMPANY TO BE PROPRIETARY OR
CONFIDENTIAL.
NOTWITHSTANDING THE FOREGOING, THIS CLAUSE SHALL NOT APPLY (I) TO
ANY DISCLOSURE OF CONFIDENTIAL INFORMATION REQUIRED BY LAW OR BY ANY COURT,
ARBITRATOR, MEDIATOR OR ADMINISTRATIVE OR LEGISLATIVE BODY (INCLUDING ANY
COMMITTEE THEREOF) WITH ACTUAL OR APPARENT JURISDICTION TO ORDER THE EXECUTIVE
TO DISCLOSE OR MAKE ACCESSIBLE, (II) TO THE EXTENT REQUIRED IN CONNECTION WITH
ANY OTHER LITIGATION, ARBITRATION OR MEDIATION INVOLVING THIS AGREEMENT,
INCLUDING, BUT NOT LIMITED TO, THE ENFORCEMENT OF THIS AGREEMENT, (III) AS TO
CONFIDENTIAL INFORMATION THAT IS OR BECOMES GENERALLY KNOWN TO THE PUBLIC OR
WITHIN THE RELEVANT TRADE OR INDUSTRY OTHER THAN DUE TO THE EXECUTIVE'S
VIOLATION OF SECTION 4(A)(I); OR (IV) INFORMATION DISCLOSED TO EXECUTIVE IN GOOD
FAITH BY A THIRD PERSON WHO, TO THE BEST OF EXECUTIVE'S KNOWLEDGE, WAS LEGALLY
ENTITLED TO DISCLOSE SUCH INFORMATION.
(III)
EXECUTIVE FURTHER RECOGNIZES THAT GFI AND
CERTAIN RELATED ENTITIES HAVE RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD
PARTIES CONFIDENTIAL OR PROPRIETARY INFORMATION ("THIRD PARTY INFORMATION")
SUBJECT TO A DUTY ON THEIR PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH
INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED PURPOSES.
EXECUTIVE WILL
HOLD THIRD PARTY INFORMATION IN THE STRICTEST CONFIDENCE AND WILL NOT DISCLOSE
TO ANYONE (OTHER THAN COMPANY PERSONNEL WHO NEED TO KNOW SUCH INFORMATION IN
4
CONNECTION WITH THEIR WORK FOR GFI) OR USE, EXCEPT IN CONNECTION WITH WORK FOR
GFI, THIRD PARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED BY GFI IN WRITING.
(IV)
ALL CONFIDENTIAL INFORMATION, PROPRIETARY
AND/OR CONFIDENTIAL FILES AND RECORDS ARE AND AT ALL TIMES SHALL REMAIN THE
EXCLUSIVE PROPERTY OF THE