THE
EMPLOYEE AND THE COMPANY SHALL EACH COMMIT IN WRITING PURSUANT TO THE LICENSING
AGREEMENTS SET FORTH IN THIS SECTION THAT NEITHER WILL SELL LICENSE MAINTENANCE
OR HELP DESK SERVICES TO THE CUSTOMERS OF THE OTHER PARTY WITHOUT PRIOR WRITTEN
CONSENT FROM THE OTHER PARTY.
13.
CONSIDERATION DUE UNDER OTHER AGREEMENTS.
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT BY THE COMPANY, WHETHER UNDER SECTIONS
7, 8, 9, 10(A) OR (B) OR 11 OF THIS AGREEMENT AND WHETHER SEPARATION IS
VOLUNTARY OR INVOLUNTARY AND WITH OR WITHOUT CAUSE, SHALL NOT AFFECT IN ANY
RESPECT THE CONSIDERATION (CASH AND/OR COMMON STOCK OR WARRANTS TO PURCHASE
COMMON STOCK) DUE EMPLOYEE UNDER ANY AGREEMENT WITH THE COMPANY OR
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ANY AFFILIATE OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, THAT CERTAIN MERGER
AGREEMENT DATED APRIL 26, 2007 AND THAT CERTAIN LICENSE AND ASSETS PURCHASE
AGREEMENT OF EVEN DATE WITH THIS AGREEMENT.
14.
COVENANTS OF CONFIDENTIALITY AND NON-COMPETITION
A.
DEFINITIONS.
AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS
SHALL HAVE THE MEANINGS SPECIFIED BELOW:
"PERSON" SHALL MEAN ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, ASSOCIATION,
UNINCORPORATED ORGANIZATION OR OTHER ENTITY.
"TERMINATION DATE" SHALL MEAN THE LAST DAY EMPLOYEE IS EMPLOYED BY COMPANY,
WHETHER SEPARATION IS VOLUNTARY OR INVOLUNTARY AND WITH OR WITHOUT CAUSE.
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION RELATING TO COMPANY'S
CUSTOMERS, SUPPLIERS, DISTRIBUTORS, OPERATIONS, FINANCES, AND BUSINESS THAT
DERIVES VALUE FROM NOT BEING GENERALLY KNOWN TO OTHER PERSONS, INCLUDING, BUT
NOT LIMITED TO, TECHNICAL OR NON TECHNICAL DATA, FORMULAS, PATTERNS,
COMPILATIONS (INCLUDING COMPILATIONS OF CUSTOMER INFORMATION), PROGRAMS
(INCLUDING COMPUTER PROGRAMS AND SOFTWARE), DEVICES, METHODS, TECHNIQUES,
DRAWINGS, PROCESSES, FINANCIAL DATA (INCLUDING SALES AND SALES FORECASTS), AND
LISTS OF ACTUAL OR POTENTIAL CUSTOMERS OR SUPPLIERS (INCLUDING IDENTIFYING
INFORMATION ABOUT THOSE CUSTOMERS), WITHOUT REGARD TO FORM AND WHETHER OR NOT
REDUCED TO WRITING.
CONFIDENTIAL INFORMATION INCLUDES INFORMATION OWNED OR
DISCLOSED TO COMPANY BY THIRD PARTIES THAT COMPANY TREATS AS OR IS OBLIGATED TO
MAINTAIN AS CONFIDENTIAL.
CONFIDENTIAL INFORMATION SUBJECT TO THIS AGREEMENT
MAY INCLUDE INFORMATION THAT IS NOT A TRADE SECRET UNDER APPLICABLE LAW, BUT
INFORMATION NOT CONSTITUTING A TRADE SECRET SHALL ONLY BE TREATED AS
CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT FOR A ONE-YEAR PERIOD AFTER THE
TERMINATION DATE.
"COMPETING BUSINESS" SHALL MEAN ANY ONE OR MORE OF THE FOLLOWING: (I) THE
COMPANY'S BUSINESS, OR (II) ANY OTHER BUSINESS IN WHICH THE COMPANY OR ITS
SUBSIDIARIES DEVELOPS AN INTENTION, WITH FULL KNOWLEDGE OF EMPLOYEE, TO ENGAGE
ON OR BEFORE THE TERMINATION DATE AND (A) FOR WHICH THE COMPANY OR ITS
SUBSIDIARIES PREPARED AN EXISTING BUSINESS PLAN OR STUDY ON OR BEFORE THE
TERMINATION DATE, OR (B) FOR WHICH THE BOARD OF DIRECTORS OF THE COMPANY, WITH
THE KNOWLEDGE OF EMPLOYEE, COMMISSIONED A BUSINESS PLAN OR STUDY ON OR BEFORE
THE TERMINATION DATE.
"COMPANY'S BUSINESS" COMPANY'S BUSINESS MEANS THE BUSINESS OF OFFERING
COMPREHENSIVE SOFTWARE SOLUTIONS AND STRATEGIES INTERNATIONALLY THROUGH CUSTOM
PROGRAMMING, CONSULTING, AND OFF-SITE SOFTWARE DEVELOPMENT THROUGHOUT THE
TERRITORY.
"COMPANY'S PRODUCTS" MEANS THE PRODUCTS OF THE COMPANY RELATED TO THE COMPANY'S
BUSINESS.
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"OUTSIDE ACTIVITIES" MEANS EMPLOYEE'S PURSUIT OF ANY WORK OR PROJECT