DIRECTLY OR INDIRECTLY.
(II)
ACKNOWLEDGEMENTS.
EXECUTIVE ACKNOWLEDGES
THAT HE WILL OBTAIN OR CREATE PROPRIETARY INFORMATION IN THE COURSE OF
EXECUTIVE'S INVOLVEMENT IN THE GROUP'S ACTIVITIES AND MAY ALREADY HAVE
PROPRIETARY INFORMATION.
EXECUTIVE AGREES THAT THE PROPRIETARY INFORMATION IS
THE EXCLUSIVE PROPERTY OF THE GROUP.
IN ADDITION, NOTHING IN THIS AGREEMENT
WILL OPERATE TO WEAKEN OR WAIVE ANY RIGHTS THE GROUP MAY HAVE UNDER STATUTORY OR
COMMON LAW, OR ANY OTHER AGREEMENT, TO THE PROHIBITION OF UNFAIR COMPETITION OR
THE PROTECTION OF TRADE SECRETS, CONFIDENTIAL BUSINESS INFORMATION, AND OTHER
CONFIDENTIAL INFORMATION.
(III)
DURING EMPLOYMENT.
EXECUTIVE WILL USE AND
DISCLOSE PROPRIETARY INFORMATION ONLY FOR THE GROUP'S BENEFIT AND IN ACCORDANCE
WITH ANY RESTRICTIONS PLACED ON ITS USE OR DISCLOSURE BY THE GROUP.
(IV)
POST-EMPLOYMENT.
AFTER THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT, EXECUTIVE WILL NOT USE OR DISCLOSE ANY PROPRIETARY
INFORMATION FOR ANY PURPOSE.
FOR THE AVOIDANCE OF DOUBT, BUT WITHOUT LIMITATION
OF THE FOREGOING, AFTER TERMINATION OF EXECUTIVE'S EMPLOYMENT, EXECUTIVE WILL
8
NOT DIRECTLY OR INDIRECTLY USE PROPRIETARY INFORMATION FROM WHICH THE GROUP
DERIVES BUSINESS ADVANTAGE OR ECONOMIC BENEFIT TO SOLICIT, IMPAIR, OR INTERFERE
WITH, OR ATTEMPT TO SOLICIT, IMPAIR, OR INTERFERE WITH, ANY PERSON OR ENTITY,
WHO, AT THE TIME OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT, IS THEN A
CUSTOMER, VENDOR, OR BUSINESS RELATIONSHIP OF THE GROUP (OR WHO EXECUTIVE KNEW
WAS A POTENTIAL CUSTOMER, VENDOR, OR BUSINESS RELATIONSHIP OF THE COMPANY WITHIN
THE SIX MONTHS PRIOR TO THE TERMINATION OF HIS EMPLOYMENT).
C.
NON-SOLICITATION OF EMPLOYEES.
DURING
THE TERM OF EMPLOYMENT AND FOR A 12 MONTH PERIOD AFTER TERMINATION OF
EXECUTIVE'S EMPLOYMENT, EXECUTIVE WILL NOT DIRECTLY OR INDIRECTLY SOLICIT OR
ATTEMPT TO SOLICIT ANYONE WHO, AT THE TIME OF THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT, IS THEN A SERVICE PROVIDER (AS DEFINED HEREIN) OR WHO WAS A SERVICE
PROVIDER WITHIN THE SIX MONTHS PRIOR TO THE TERMINATION OF HIS EMPLOYMENT TO
RESIGN FROM SERVICE WITH THE GROUP OR TO APPLY FOR OR ACCEPT SERVICE WITH ANY
COMPANY OR OTHER ENTERPRISE.
FOR THIS PURPOSE, A "SERVICE PROVIDER" MEANS AN
EMPLOYEE, CONSULTANT, INDEPENDENT CONTRACTOR, OR SIMILAR REPRESENTATIVE OF ANY
MEMBER OF THE GROUP.
D.
NON-DISPARAGEMENT.
DURING AND AFTER
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, THE PARTIES MUTUALLY COVENANT AND AGREE
THAT NEITHER WILL DIRECTLY OR INDIRECTLY DISPARAGE THE OTHER, OR MAKE OR SOLICIT
ANY COMMENTS, STATEMENTS, OR THE LIKE TO ANY CLIENTS, COMPETITORS, SUPPLIERS,
EMPLOYEES, OR FORMER EMPLOYEES OF THE COMPANY, THE PRESS, OTHER MEDIA, OR OTHERS
THAT MAY BE CONSIDERED DEROGATORY OR DETRIMENTAL TO THE GOOD NAME OR BUSINESS
REPUTATION OF THE OTHER PARTY.
NOTHING HEREIN SHALL BE DEEMED TO CONSTRAIN
EITHER PARTY'S COOPERATION IN ANY BOARD-AUTHORIZED INVESTIGATION OR GOVERNMENTAL
ACTION.
E.
WORK PRODUCT.
EXECUTIVE AGREES THAT
ANY WORK, INVENTION, INNOVATION, IDEA, OR REPORT THAT EXECUTIVE PRODUCES OR THAT
RESULTS FROM OR IS SUGGESTED BY THE WORK EXECUTIVE PERFORMS ON BEHALF OF THE
GROUP IS A "WORK FOR HIRE" AND WILL BE THE SOLE PROPERTY OF THE COMPANY. (SUCH
WORK, INVENTION, INNOVATION, IDEAS, AND REPORTS ARE REFERRED TO HEREIN AS THE
"WORK"). EXECUTIVE