AND SUPPLIER BASE,
AND THAT IT WOULD DISRUPT, DAMAGE, IMPAIR AND INTERFERE WITH THE BUYER'S AND ITS
AFFILIATES' BUSINESSES IF THE SELLER WERE TO ENGAGE IN SUCH SOLICITATION.
10
3.6.2
DIRECTLY OR INDIRECTLY SOLICIT, OR ATTEMPT TO PERSUADE, INFLUENCE
OR INDUCE, OR ASSIST ANY OTHER PERSON IN SO PERSUADING OR INDUCING, ANY EMPLOYEE
OR FORMER EMPLOYEE OF THE BUSINESS, THE BUYER OR ANY OF ITS AFFILIATES TO LEAVE
THE EMPLOY OF THE BUYER OR ANY OF ITS AFFILIATES, OR TO ACCEPT ANY OTHER
EMPLOYMENT OR POSITION, UNLESS, IN THE CASE OF A FORMER EMPLOYEE, SUCH FORMER
EMPLOYEE HAS NOT BEEN EMPLOYED BY THE BUYER OR ANY OF ITS AFFILIATES FOR AT
LEAST SIX (6) MONTHS. THE SELLER ACKNOWLEDGES THAT THE PURPOSE OF THIS COVENANT
IS TO ENABLE THE BUYER AND ITS AFFILIATES TO MAINTAIN A STABLE WORKFORCE, AND
THAT IT WOULD DISRUPT, DAMAGE, IMPAIR AND INTERFERE WITH THE BUYER'S AND ITS
AFFILIATES' BUSINESSES IF THE SELLER WERE TO ENGAGE IN SUCH SOLICITATION.
3.7
CONFIDENTIALITY. THE SELLER RECOGNIZES AND ACKNOWLEDGES THAT BY
VIRTUE OF ITS OWNERSHIP, MANAGEMENT AND OPERATION OF THE BUSINESS, IT HAS HAD
ACCESS TO CERTAIN TRADE SECRETS AND CONFIDENTIAL INFORMATION OF THE BUSINESS AND
THAT SUCH INFORMATION, FOLLOWING THE CLOSING, WILL CONSTITUTE VALUABLE, SPECIAL
AND UNIQUE PROPERTY OF THE BUYER, AND HAS ECONOMIC VALUE BECAUSE IT IS NOT
GENERALLY KNOWN TO THE PUBLIC OR TO OTHERS WHO COULD BENEFIT FROM ITS DISCLOSURE
OR USE (THE "CONFIDENTIAL INFORMATION"). CONFIDENTIAL INFORMATION, AS DEFINED
HEREIN, IS LIMITED TO THE FOLLOWING:
(I) CUSTOMER INFORMATION SUCH AS CUSTOMER
LISTS AND OTHER INFORMATION CONCERNING PARTICULAR NEEDS, PROBLEMS, LIKES OR
DISLIKES OF THE CUSTOMERS OF THE BUSINESS; (II) THE IDENTITIES OF THE CUSTOMERS
OF THE BUSINESS; (III) PRICE INFORMATION, SUCH AS PRICE LISTS, THE CONTENTS OF
BIDS, AND OTHER INFORMATION CONCERNING COSTS OR PROFITS; (IV) TECHNICAL
INFORMATION, SUCH AS FORMULAE, KNOW-HOW, COMPUTER PROGRAMS, SOFTWARE, SECRET
PROCESSES OR MACHINES, INVENTIONS AND RESEARCH PROJECTS, DOCUMENTATION, OR OTHER
METHODS OR PROCESSES; (V) BUSINESS INFORMATION RELATING TO COSTS, PROFITS,
SALES, MARKETS, SUPPLIERS, PLANS FOR FURTHER DEVELOPMENT, MARKET STUDIES OR
RESEARCH PROJECTS; (VI) PERSONNEL OR A COMPILATION OF DATA CONCERNING THE
EMPLOYEES AND INDEPENDENT CONTRACTORS OF THE BUSINESS; AND (VII) ANY OTHER
INFORMATION VALUABLE BECAUSE OF ITS PRIVATE OR CONFIDENTIAL NATURE. THE SELLER
AGREES THAT IT WILL NOT REPRODUCE, COPY OR DISCLOSE THE CONFIDENTIAL
INFORMATION, EXCEPT AS REQUIRED BY LAW, TO ANY PERSON, FIRM, CORPORATION,
ASSOCIATION OR OTHER ENTITY, NOR WILL THE SELLER ADVISE, DISCUSS OR IN ANY WAY
ASSIST ANY OTHER PERSON OR FIRM (INCLUDING CUSTOMERS OR FORMER CUSTOMERS OF THE
BUSINESS) IN OBTAINING OR LEARNING ABOUT THE CONFIDENTIAL INFORMATION. THE
SELLER COVENANTS AND ACKNOWLEDGES THAT FOLLOWING THE CLOSING IT SHALL
IMMEDIATELY SURRENDER TO THE BUYER THE BUSINESS'S CONFIDENTIAL INFORMATION, AND
ANY AND ALL SUCH DOCUMENTS, MATERIALS OR OTHER TANGIBLE ITEMS PERTAINING TO SUCH
CONFIDENTIAL INFORMATION THAT IT MAY POSSESS AND THAT SUCH CONFIDENTIAL
INFORMATION SHALL BE AND REMAIN THE SOLE PROPERTY OF THE BUYER.
3.8
RIGHT OF FIRST NEGOTIATION. IF THE SELLER DECIDES TO SELL THE
RETAINED