CONFIDENTIAL INFORMATION
AGAINST UNAUTHORIZED DISCLOSURE OR USE IS OF CRITICAL IMPORTANCE TO THE
COMPANY.
EXECUTIVE AGREES THAT EXECUTIVE WILL NOT, DURING HER EMPLOYMENT,
DIVULGE TO ANY PERSON, DIRECTLY OR INDIRECTLY, EXCEPT TO THE COMPANY OR ITS
OFFICERS AND AGENTS (INCLUDING COMPANY ATTORNEYS OR ACCOUNTANTS) OR AS
REASONABLY REQUIRED IN CONNECTION WITH EXECUTIVE'S DUTIES ON BEHALF OF THE
6
COMPANY, OR USE, EXCEPT ON BEHALF OF THE COMPANY, ANY CONFIDENTIAL INFORMATION
ACQUIRED BY EXECUTIVE DURING HER EMPLOYMENT.
EXECUTIVE AGREES THAT HER
CONFIDENTIALITY OBLIGATION APPLIES TO ALL CONFIDENTIAL INFORMATION SHE HAS
RECEIVED, LEARNED OR ACCESSED, NO MATTER WHEN SHE ACCESSED, LEARNED OR RECEIVED
SUCH INFORMATION.
EXECUTIVE FURTHER AGREES THAT EXECUTIVE WILL NOT, AT ANY TIME
AFTER HER EMPLOYMENT HAS ENDED (FOR WHATEVER REASON), USE OR DIVULGE TO ANY
PERSON DIRECTLY OR INDIRECTLY ANY CONFIDENTIAL INFORMATION, OR USE ANY
CONFIDENTIAL INFORMATION IN SUBSEQUENT EMPLOYMENT OF ANY NATURE.
IF EXECUTIVE
IS SUBPOENAED, OR IS OTHERWISE REQUIRED BY LAW TO TESTIFY CONCERNING
CONFIDENTIAL INFORMATION, EXECUTIVE AGREES TO IMMEDIATELY NOTIFY COMPANY UPON
RECEIPT OF A SUBPOENA, OR UPON BELIEF THAT SUCH TESTIMONY SHALL BE REQUIRED.
EXECUTIVE SHALL NOT COPY OR REMOVE FROM THE COMPANY'S PLACES OF BUSINESS ANY OF
THE OF THE COMPANY'S DOCUMENTS, MATERIALS OR ITEMS CONTAINING CONFIDENTIAL
INFORMATION EXCEPT WITH THE EXPRESS WRITTEN PERMISSION OF THE COMPANY OR IN THE
NORMAL COURSE OF EMPLOYMENT.
8.
NON-INTERFERENCE OR SOLICITATION.
EXECUTIVE AGREES THAT DURING
THE EMPLOYMENT PERIOD, AND FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING THE
TERMINATION OF HER EMPLOYMENT (FOR WHATEVER REASON), THAT EXECUTIVE SHALL NOT
KNOWINGLY, DIRECTLY OR INDIRECTLY, INDUCE, SOLICIT, OR ATTEMPT TO PERSUADE,
DIRECTLY OR INDIRECTLY, (1) ANY FORMER, CURRENT OR FUTURE EMPLOYEE, AGENT,
CONTRACTOR, MANAGER, CONSULTANT, DIRECTOR OR OTHER PARTICIPANT IN THE COMPANY,
OR (2) ANY PERSON WHO HAS PURCHASED A PROGRAM OR PRODUCT OF THE COMPANY DURING
THE TERM OF THIS AGREEMENT, OR (3) ANY PERSON OR ENTITY WHO HAS COLLABORATED OR
WAS AFFILIATED WITH THE COMPANY DURING THE TERM OF THIS AGREEMENT, (ALL THE
FOREGOING THREE GROUPS BEING COLLECTIVELY REFERRED TO HEREIN AS "PARTICIPANT")
TO ENTER INTO ANY BUSINESS RELATIONSHIP WITH EXECUTIVE, EXCEPT FOR THE BENEFIT
OF THE COMPANY, OR ANY BUSINESS ORGANIZATION IN WHICH EXECUTIVE IS INVOLVED OR
WHICH IS IN COMPETITION WITH THE RESTRICTED BUSINESS.
IN ADDITION, DURING THE
EMPLOYMENT PERIOD AND FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING THE
TERMINATION OF HER EMPLOYMENT (FOR WHATEVER REASON), EXECUTIVE SHALL NOT (1)
DIRECTLY OR INDIRECTLY CONTACT ANY PERSON OR ENTITY HAVING A RELATIONSHIP (AS
DEFINED BELOW) WITH THE COMPANY OR DISCLOSED BY THE COMPANY TO EXECUTIVE FOR THE
PURPOSE OF TAKING ADVANTAGE OF A BUSINESS OPPORTUNITY TO THE DETRIMENT OF THE
COMPANY, (2) OTHERWISE CIRCUMVENT A RELATIONSHIP WITH THE COMPANY OR, TO THE
DETRIMENT OF THE COMPANY, ESTABLISH A RELATIONSHIP WITH A PARTY WITH WHOM THE
COMPANY HAS A RELATIONSHIP, OR (3) SEEK TO ESTABLISH ANY RIGHTS, INCLUDING BUT
NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS, ANYWHERE IN THE WORLD IN CONFLICT
WITH ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO WORK PRODUCT.
FOR PURPOSES OF THIS AGREEMENT,