SECRETS, AND
CONFIDENTIAL AND PROPRIETARY INFORMATION THAT ITT ACQUIRED AT GREAT EFFORT AND
EXPENSE. SUCH INFORMATION INCLUDES, WITHOUT LIMITATION, CONFIDENTIAL INFORMATION
REGARDING STUDENTS, EMPLOYEES, BUSINESS OPERATIONS AND STRATEGIES, FINANCIAL
INFORMATION, INTERNAL PROCEDURES, FORECASTS, METHODS, TRADE INFORMATION, TRADE
SECRETS, SOFTWARE PROGRAMS, AND SIMILAR INFORMATION REGARDING ITT'S BUSINESS
(COLLECTIVELY REFERRED TO AS "CONFIDENTIAL INFORMATION").
WADDLES AGREES THAT
ALL SUCH CONFIDENTIAL INFORMATION IS AND SHALL REMAIN THE SOLE AND EXCLUSIVE
PROPERTY OF ITT. WADDLES AGREES THAT HE SHALL NOT DISCLOSE, OR CAUSE ANY OTHER
PERSON OR ENTITY TO DISCLOSE, ANY CONFIDENTIAL INFORMATION TO ANY THIRD PARTY
FOR AS LONG THEREAFTER AS SUCH INFORMATION REMAINS CONFIDENTIAL (OR AS LIMITED
BY APPLICABLE LAW) AND HE AGREES THAT HE SHALL NOT MAKE USE OF ANY SUCH
CONFIDENTIAL INFORMATION FOR HIS OWN PURPOSE OR BENEFIT, OR FOR THE BENEFIT OF
ANY OTHER ENTITY OR PERSON.
7.
VIOLATION OF AGREEMENT AND SEVERABILITY.
WADDLES AGREES THAT
IF HE VIOLATES THIS AGREEMENT BY SUING OR BRINGING ANY ACTION AGAINST ITT FOR
ANY OF WADDLES' CLAIMS (OTHER THAN ONE UNDER THE ADEA OR OWBPA), OR IF HE
VIOLATES THIS AGREEMENT IN ANY OTHER MANNER, WADDLES WILL PAY ALL COSTS AND
EXPENSES OF
A-4
defending or bringing the action or lawsuit incurred by ITT, including but not
limited to, reasonable attorneys' fees, costs, disbursements, awards and
judgments.
In addition, if Waddles violates this Agreement by suing or bringing
any action against ITT for any of Waddles' Claims (other than one under the ADEA
or OWBPA), Waddles will promptly reimburse to ITT all amounts paid to him and on
his behalf by ITT under this Agreement, plus legal interest, and ITT shall be
entitled to collect same through legal process or otherwise, from him.
He also
understands, and it is his intent, that in the event this Agreement is ever held
to be invalid or unenforceable (in whole or in part) as to any particular type
of claim or charge or as to any particular circumstances, it shall remain fully
valid and enforceable as to all other claims, charges, and circumstances.
As to
any actions, claims or charges that would not be released because of the
revocation, invalidity or unenforceability of this Agreement (other than one
under the ADEA or OWBPA), Waddles understands that the return of all payments
made to him and on his behalf by ITT under this Agreement, plus legal interest,
is a prerequisite to asserting or bringing any such claims, charges or actions.
Notwithstanding any other provision of this Agreement, Waddles acknowledges that
he has the right to file a charge alleging a violation of the ADEA and/or the
OWBPA with any administrative agency and/or to challenge the validity of the
waiver and release of any claim he might have under the ADEA without either: (a)
repaying to ITT the amounts paid by it to him or on his behalf under this
Agreement; or (b) paying to ITT any other monetary amounts (such as attorney's
fees and/or damages).
However, although this Agreement shall not prohibit
Waddles from challenging