INDUSTRY, INCLUDING BUT NOT
LIMITED TO, CERTAIN RECORDS, SECRETS, DOCUMENTATION, SOFTWARE PROGRAMS, PRICE
LISTS, LEDGERS AND GENERAL INFORMATION, EMPLOYEE RECORDS, MAILING LISTS,
SHAREHOLDER LISTS, TENANT LISTS AND PROFILES, PROSPECTIVE CUSTOMER, ACQUISITION
CANDIDATE OR TENANT LISTS, ACCOUNTS RECEIVABLE AND PAYABLE LEDGERS, FINANCIAL
AND OTHER RECORDS OF THE COMPANY OR ITS AFFILIATES, INFORMATION REGARDING ITS
SHAREHOLDERS, TENANTS OR JOINT VENTURE PARTNERS, AND OTHER SIMILAR MATTERS (ALL
SUCH INFORMATION BEING HEREINAFTER REFERRED TO AS "CONFIDENTIAL INFORMATION").
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THE CONFIDENTIAL INFORMATION IS
OF GREAT VALUE TO THE COMPANY AND THAT THE RESTRICTIONS AND AGREEMENTS CONTAINED
IN THIS AGREEMENT ARE REASONABLY NECESSARY TO PROTECT THE CONFIDENTIAL
INFORMATION AND THE GOODWILL OF THE COMPANY AND THE AFFILIATES.
ACCORDINGLY,
EXECUTIVE HEREBY AGREES THAT:
(A)
EXECUTIVE WILL NOT, DURING THE EMPLOYMENT
TERM OR AT ANY TIME THEREAFTER, DIRECTLY OR INDIRECTLY, EXCEPT IN CONNECTION
WITH EXECUTIVE'S PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT, OR AS OTHERWISE
AUTHORIZED IN WRITING BY THE COMPANY FOR THE BENEFIT OF THE COMPANY OR ANY
AFFILIATE, DIVULGE TO ANY PERSON, FIRM, CORPORATION, LIMITED LIABILITY COMPANY ,
PARTNERSHIP OR ORGANIZATION, OR ANY AFFILIATED ENTITY (HEREINAFTER REFERRED TO
AS "THIRD PARTIES"), OR USE OR CAUSE OR AUTHORIZE ANY THIRD PARTIES TO DIVULGE
OR USE, THE CONFIDENTIAL INFORMATION, EXCEPT AS REQUIRED BY LAW; AND
(B)
UPON THE TERMINATION OF THE EMPLOYMENT TERM
AND THIS AGREEMENT FOR ANY REASON WHATSOEVER, EXECUTIVE SHALL DELIVER OR CAUSE
TO BE DELIVERED TO THE COMPANY ANY AND ALL CONFIDENTIAL INFORMATION, INCLUDING
DRAWINGS, NOTEBOOKS, KEYS, DATA AND OTHER DOCUMENTS AND MATERIALS BELONGING TO
THE COMPANY OR ITS AFFILIATES WHICH IS IN HIS POSSESSION OR UNDER HIS CONTROL
RELATING TO THE COMPANY OR ITS AFFILIATES, REGARDLESS OF THE MEDIUM UPON WHICH
IT IS STORED, AND WILL DELIVER TO THE COMPANY UPON TERMINATION, ANY OTHER
PROPERTY OF THE COMPANY OR ITS AFFILIATES WHICH IS IN HIS POSSESSION OR UNDER
HIS CONTROL.
4.2
NON-SOLICITATION AND COVENANT NOT TO COMPETE.
(A)
GENERAL.
EXECUTIVE ACKNOWLEDGES THAT THE
COVENANTS SET FORTH IN THIS SECTION 4.2 ARE REASONABLE IN SCOPE AND ESSENTIAL TO
THE PRESERVATION OF THE BUSINESS AND THE GOODWILL OF THE COMPANY, AND ARE
CONSIDERATION FOR THE AMOUNTS TO BE PAID TO EXECUTIVE HEREUNDER.
EXECUTIVE ALSO
ACKNOWLEDGES THAT THE ENFORCEMENT OF THE COVENANT SET FORTH IN THIS SECTION 4.2
WILL NOT PRECLUDE EXECUTIVE FROM BEING GAINFULLY EMPLOYED IN SUCH MANNER AND TO
THE EXTENT AS TO PROVIDE A STANDARD OF LIVING FOR HIMSELF, THE MEMBERS OF HIS
FAMILY AND THE OTHERS DEPENDENT UPON HIM OF AT LEAST THE LEVEL PROVIDED BY THIS
AGREEMENT.
IN ADDITION, EXECUTIVE ACKNOWLEDGES THAT THE COMPANY AND ITS
AFFILIATES HAVE OBTAINED AN ADVANTAGE OVER THEIR COMPETITORS THAT IS
CHARACTERIZED BY RELATIONSHIPS WITH CLIENTS, PRINCIPALS, TENANTS AND OTHER
CONTACTS.
(B)
COVENANT.
EXECUTIVE HEREBY COVENANTS AND
AGREES THAT, EXCEPT AS PERMITTED BY THE COMPANY, DURING THE EMPLOYMENT TERM, AND
ANY EXTENSIONS THEREOF, AND FOR A PERIOD OF ONE YEAR FOLLOWING THE EXPIRATION,
TERMINATION OR EXTENSION OF THIS AGREEMENT, EXECUTIVE SHALL NOT, DIRECTLY OR
INDIRECTLY: (I) ALONE, TOGETHER OR IN ASSOCIATION