HE WILL NOT EITHER
DIRECTLY OR INDIRECTLY, ON HIS OWN BEHALF OR ON BEHALF OF OTHERS, SOLICIT,
ATTEMPT TO HIRE, OR HIRE ANY PERSON EMPLOYED BY EMPLOYER, OR ANY OF ITS
AFFILIATES,
TO WORK FOR EXECUTIVE OR FOR ANY OTHER ENTITY, FIRM, CORPORATION,
OR INDIVIDUAL.
(F)
CONFIDENTIAL INFORMATION. EXECUTIVE FURTHER AGREES THAT HE WILL
NOT, EXCEPT AS EMPLOYER MAY OTHERWISE CONSENT OR DIRECT IN WRITING, REVEAL OR
DISCLOSE, SELL, USE, LECTURE UPON, PUBLISH, OR OTHERWISE DISCLOSE TO ANY THIRD
PARTY ANY CONFIDENTIAL INFORMATION OR PROPRIETARY INFORMATION OF EMPLOYER, OR
ANY OF ITS AFFILIATES, OR AUTHORIZE ANYONE ELSE TO DO THESE THINGS AT ANY TIME
EITHER DURING OR SUBSEQUENT TO HIS EMPLOYMENT WITH EMPLOYER. THIS SECTION SHALL
CONTINUE IN FULL FORCE AND EFFECT AFTER TERMINATION OF EXECUTIVE'S EMPLOYMENT
AND AFTER THE TERMINATION OF THIS AGREEMENT FOR ANY REASON, INCLUDING EXPIRATION
OF THIS AGREEMENT. EXECUTIVE'S OBLIGATIONS UNDER THIS SECTION OF THIS AGREEMENT
WITH RESPECT TO ANY SPECIFIC CONFIDENTIAL INFORMATION AND PROPRIETARY
INFORMATION SHALL CEASE WHEN THAT SPECIFIC PORTION OF CONFIDENTIAL INFORMATION
AND PROPRIETARY INFORMATION BECOMES PUBLICLY KNOWN, IN ITS ENTIRETY AND WITHOUT
COMBINING PORTIONS OF SUCH INFORMATION OBTAINED SEPARATELY. IT IS UNDERSTOOD
THAT SUCH CONFIDENTIAL INFORMATION AND PROPRIETARY INFORMATION OF EMPLOYER, OR
ANY OF ITS AFFILIATES, INCLUDE MATTERS THAT EXECUTIVE CONCEIVES OR DEVELOPS, AS
WELL AS MATTERS EXECUTIVE LEARNS FROM OTHER EMPLOYEES OF EMPLOYER, OR ANY OF ITS
AFFILIATES.
(G)
PRIOR DISCLOSURE. EXECUTIVE REPRESENTS AND WARRANTS THAT HE HAS
NOT USED OR DISCLOSED ANY CONFIDENTIAL INFORMATION HE MAY HAVE OBTAINED PRIOR TO
SIGNING THIS AGREEMENT, IN ANY WAY INCONSISTENT WITH THE PROVISIONS OF THIS
AGREEMENT.
(H)
CONFIDENTIAL INFORMATION OF PRIOR EMPLOYERS. EXECUTIVE WILL NOT
DISCLOSE OR USE DURING THE PERIOD OF HIS EMPLOYMENT WITH EMPLOYER ANY
PROPRIETARY OR CONFIDENTIAL INFORMATION OR COPYRIGHT WORKS, SUBJECT TO A
CONFIDENTIALITY AGREEMENT,
8
WHICH EXECUTIVE MAY HAVE ACQUIRED BECAUSE OF EMPLOYMENT WITH AN EMPLOYER OTHER
THAN EMPLOYER.
(I)
TIME PERIOD TOLLED. THE TIME PERIODS REFERENCED IN THIS PARAGRAPH
DURING WHICH EXECUTIVE IS RESTRAINED FROM COMPETING AGAINST EMPLOYER, OR ANY OF
ITS AFFILIATES, SHALL NOT INCLUDE ANY PERIOD OF TIME DURING WHICH EXECUTIVE IS
IN BREACH OF THOSE PROVISIONS OF THIS AGREEMENT. SAID TIME PERIODS REFERENCED IN
THIS PARAGRAPH WILL BE TOLLED, SUCH THAT EMPLOYER WILL RECEIVE THE FULL BENEFIT
OF THE TIME PERIOD IN THE EVENT EXECUTIVE BREACHES THOSE PROVISIONS OF THIS
AGREEMENT.
(J)
BREACH. EXECUTIVE AGREES THAT ANY BREACH OF PARAGRAPHS 9(A), (B),
(C), (D), (E) OR (F) ABOVE CANNOT BE REMEDIED SOLELY BY MONEY DAMAGES, AND THAT
IN ADDITION TO ANY OTHER REMEDIES EMPLOYER MAY HAVE, EMPLOYER IS ENTITLED TO
OBTAIN INJUNCTIVE RELIEF AGAINST EXECUTIVE. NOTHING HEREIN, HOWEVER, SHALL BE
CONSTRUED AS LIMITING EMPLOYER'S RIGHT TO PURSUE ANY OTHER AVAILABLE REMEDY AT
LAW OR IN EQUITY, INCLUDING RECOVERY OF DAMAGES AND TERMINATION OF THIS
AGREEMENT.
(K)
INDEPENDENT COVENANTS. ALL COVENANTS CONTAINED IN PARAGRAPH 9 OF
THIS AGREEMENT SHALL BE CONSTRUED AS AGREEMENTS INDEPENDENT OF ANY OTHER
PROVISION OF THIS AGREEMENT, AND THE EXISTENCE OF ANY CLAIM OR CAUSE OF ACTION
BY EXECUTIVE AGAINST