CALL ON OR SOLICIT (FOR THE PURPOSE
OF DIVERTING BUSINESS FROM THE COMPANY) ANY PERSON, FIRM, CORPORATION OR OTHER
ENTITY WHO OR WHICH AT THE TIME OF SUCH TERMINATION WAS, OR WITHIN ONE (1) YEAR
PRIOR THERETO HAD BEEN, A CUSTOMER OF THE COMPANY OR (II) SOLICIT THE EMPLOYMENT
OF ANY PERSON (OTHER THAN ANY FAMILY MEMBER) WHO WAS EMPLOYED THE COMPANY ON A
FULL OR PART-TIME BASIS AT ANY TIME DURING THE SIX (6) MONTHS PRIOR TO THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT, UNLESS SUCH PERSON PRIOR TO SUCH
SOLICITATION OF EMPLOYMENT WAS INVOLUNTARILY DISCHARGED BY THE COMPANY.
9.
CONFIDENTIAL INFORMATION.
THE EXECUTIVE RECOGNIZES AND
ACKNOWLEDGES THAT BY REASON OF HER EMPLOYMENT BY AND SERVICE TO THE COMPANY, SHE
HAS HAD AND WILL HAVE ACCESS TO CONFIDENTIAL INFORMATION OF THE COMPANY AND ITS
AFFILIATES, INCLUDING WITHOUT LIMITATION, INFORMATION AND KNOWLEDGE PERTAINING
TO PRODUCTS AND SERVICES OFFERED, IDEAS, PLANS, TRADE SECRETS, PROPRIETARY
INFORMATION, ADVERTISING, DISTRIBUTION AND SALES METHODS AND SYSTEMS, SALES AND
PROFIT FIGURES, CUSTOMER AND CLIENT LISTS, AND RELATIONSHIPS BETWEEN THE COMPANY
AND ITS CUSTOMERS, CLIENTS, SUPPLIERS AND OTHERS WHO HAVE BUSINESS DEALINGS WITH
THE COMPANY (COLLECTIVELY, "CONFIDENTIAL INFORMATION").
THE EXECUTIVE
ACKNOWLEDGES THAT SUCH CONFIDENTIAL INFORMATION IS A VALUABLE AND UNIQUE ASSET
AND COVENANTS THAT SHE WILL NOT, EITHER DURING OR AT ANY TIME AFTER THE END OF
THE EMPLOYMENT TERM, USE OR DISCLOSE ANY SUCH CONFIDENTIAL INFORMATION TO ANY
PERSON OR ENTITY FOR ANY REASON WHATSOEVER (EXCEPT AS HER DUTIES DESCRIBED
HEREIN MAY REQUIRE) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD, UNLESS SUCH
INFORMATION IS IN OR ENTERS THE PUBLIC DOMAIN THROUGH NO FAULT OF THE EXECUTIVE
OR IS OTHERWISE LAWFULLY KNOWN BY THIRD PARTIES.
IN THE EVENT THE EXECUTIVE
BECOMES OR MAY BECOME LEGALLY COMPELLED TO DISCLOSE ANY CONFIDENTIAL INFORMATION
(WHETHER BY DEPOSITION, INTERROGATORY, REQUEST FOR DOCUMENTS, SUBPOENA, CIVIL
INVESTIGATIVE DEMAND OR OTHER PROCESS OR OTHERWISE), THE EXECUTIVE SHALL PROVIDE
TO THE BOARD PROMPT PRIOR WRITTEN NOTICE OF SUCH REQUIREMENT SO THAT THE COMPANY
MAY SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY AND/OR WAIVE COMPLIANCE
WITH THE TERMS OF THIS SECTION 9.
IN THE EVENT THAT SUCH PROTECTIVE ORDER OR
OTHER REMEDY IS NOT OBTAINED, OR THAT THE
5
COMPANY WAIVES COMPLIANCE WITH THE PROVISIONS THIS SECTION 9, THE EXECUTIVE
SHALL FURNISH ONLY THAT PORTION OF THE CONFIDENTIAL INFORMATION WHICH IT IS
ADVISED BY COUNSEL IS LEGALLY REQUIRED TO BE DISCLOSED, AND SHALL USE HER BEST
EFFORTS TO INSURE THAT CONFIDENTIAL TREATMENT SHALL BE AFFORDED SUCH DISCLOSED
PORTION OF THE CONFIDENTIAL INFORMATION.
10.
EQUITABLE RELIEF.
(A)
THE EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN
SECTIONS 7, 8 AND 9 HEREOF ARE REASONABLE AND NECESSARY TO PROTECT THE
LEGITIMATE INTERESTS OF THE COMPANY, THAT THE COMPANY WOULD NOT HAVE ENTERED
INTO THIS AGREEMENT IN THE ABSENCE OF SUCH RESTRICTIONS, AND THAT ANY VIOLATION
OF ANY PROVISION OF THOSE SECTIONS WILL RESULT IN IRREPARABLE INJURY TO THE
COMPANY.
THE EXECUTIVE REPRESENTS THAT HER EXPERIENCE AND CAPABILITIES ARE SUCH
THAT THE RESTRICTIONS CONTAINED IN SECTION 8 HEREOF WILL NOT