FURTHER ACKNOWLEDGES THAT
PROTECTION OF THE CONFIDENTIAL INFORMATION AGAINST UNAUTHORIZED DISCLOSURE AND
USE IS OF CRITICAL IMPORTANCE TO THE COMPANY IN MAINTAINING ITS COMPETITIVE
POSITION.
ACCORDINGLY, EMPLOYEE HEREBY AGREES THAT HE WILL NOT, AT ANY TIME
DURING OR AFTER HIS EMPLOYMENT BY THE COMPANY, MAKE ANY UNAUTHORIZED DISCLOSURE
OF ANY CONFIDENTIAL INFORMATION OR MAKE ANY USE THEREOF OR OF THE CUSTOMER
RELATIONSHIPS, EXCEPT (A) FOR THE BENEFIT OF, AND ON BEHALF OF, THE COMPANY OR
(B) AS REQUIRED TO BE DISCLOSED PURSUANT TO LEGAL PROCESS (E.G., A SUBPOENA),
PROVIDED THAT THE EMPLOYEE NOTIFIES THE COMPANY IMMEDIATELY UPON RECEIVING OR
BECOMING AWARE OF THE LEGAL PROCESS IN QUESTION SO THAT THE COMPANY MAY HAVE THE
OPPORTUNITY TO SEEK A PROTECTIVE OR OTHER ORDER TO RESTRICT OR PREVENT SUCH
DISCLOSURE.
(C)
RETURN OF DOCUMENTS AND ELECTRONIC DATA.
ALL WRITTEN OR
ELECTRONIC OR OTHER DATA OR MATERIALS, RECORDS AND OTHER DOCUMENTS MADE BY, OR
COMING INTO THE POSSESSION OF, EMPLOYEE DURING THE PERIOD OF HIS EMPLOYMENT BY
THE COMPANY WHICH CONTAIN OR DISCLOSE THE CONFIDENTIAL INFORMATION AND/OR
CUSTOMER RELATIONSHIPS SHALL BE AND REMAIN THE PROPERTY OF THE COMPANY.
UPON
REQUEST, AND IN ANY EVENT WITHOUT REQUEST UPON TERMINATION OF EMPLOYEE'S
EMPLOYMENT BY THE COMPANY, FOR ANY REASON, HE PROMPTLY SHALL DELIVER THE SAME,
AND ALL COPIES, DERIVATIVES AND EXTRACTS THEREOF, TO THE COMPANY.
(D)
BREACH OF THIS SECTION.
THE EMPLOYEE UNDERSTANDS AND AGREES THAT
THE RESTRICTIONS IN THIS SECTION 10 DO NOT TERMINATE WHEN THE EMPLOYEE'S
EMPLOYMENT TERMINATES. THE EMPLOYEE UNDERSTANDS AND AGREES THAT SUCH
RESTRICTIONS MAY LIMIT HIS ABILITY TO ENGAGE IN A BUSINESS SIMILAR TO THE
COMPANY'S BUSINESS (SPECIFICALLY A BUSINESS WHICH IS DIRECTLY COMPETITIVE WITH
THE ACTIVITIES CONDUCTED BY THE COMPANY OR ANY OF ITS AFFILIATES WITHIN THE
CORRECTIONAL INDUSTRY (AS DEFINED IN SECTION 13(A)(I) IN A POSITION
9
SIMILAR TO HIS POSITION WITH THE COMPANY BECAUSE SUCH A POSITION WOULD
INEVITABLY AND UNAVOIDABLY REQUIRE HIM TO DISCLOSE THE CONFIDENTIAL INFORMATION
PROTECTED HEREIN, BUT ACKNOWLEDGES THAT HE WILL RECEIVE SUFFICIENT MONETARY AND
OTHER CONSIDERATION FROM THE COMPANY HEREUNDER TO JUSTIFY SUCH RESTRICTION.
THE
EMPLOYEE ACKNOWLEDGES THAT MONEY DAMAGES WOULD NOT BE SUFFICIENT REMEDY FOR ANY
BREACH OF THIS SECTION 10 BY THE EMPLOYEE, AND THE COMPANY SHALL BE ENTITLED TO
ENFORCE THE PROVISIONS OF THIS SECTION 10 BY (A) TERMINATING ANY PAYMENTS THEN
OWING TO THE EMPLOYEE UNDER THIS AGREEMENT AND/OR (B) SPECIFIC PERFORMANCE AND
INJUNCTIVE RELIEF, IN EACH CASE AS REMEDIES FOR SUCH BREACH OR ANY THREATENED
BREACH.
SUCH REMEDIES SHALL NOT BE DEEMED THE EXCLUSIVE REMEDIES FOR A BREACH
OF THIS SECTION 10, BUT SHALL BE IN ADDITION TO ALL REMEDIES AVAILABLE AT LAW OR
IN EQUITY TO THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE RECOVERY OF DAMAGES
FROM THE EMPLOYEE AND HIS AGENTS INVOLVED IN SUCH BREACH.
11.
COMPLIANCE WITH COMPANY POLICIES.
THE EMPLOYEE SHALL COMPLY WITH
ALL PRACTICES, POLICIES AND PROCEDURES (INCLUDING THE COMPANY'S CONFLICT OF
INTEREST POLICY) AS IN EFFECT FROM TIME TO TIME.
12.
OWNERSHIP OF INFORMATION, IDEAS, CONCEPTS, IMPROVEMENTS,
DISCOVERIES AND INVENTIONS AND