PERIOD, ANY PERSON OR ENTITY (INCLUDING ANY JOINT VENTURE, PARTNERSHIP, FIRM,
CORPORATION OR LIMITED LIABILITY COMPANY) THAT ENGAGES IN OR PROPOSES TO ENGAGE
IN THE PERSONAL AUTO INSURANCE BUSINESS.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE AGREEMENT, EMPLOYEE MAY DIRECTLY OR INDIRECTLY, OWN, SOLELY AS AN
INVESTMENT, SECURITIES OF ANY PERSON ENGAGED IN THE BUSINESS OF COMPANY WHICH
ARE PUBLICLY TRADED ON A NATIONAL OR REGIONAL STOCK EXCHANGE OR ON THE
OVER-THE-COUNTER MARKET IF EMPLOYEE (X) IS NOT A CONTROLLING PERSON OF, OR A
MEMBER OF A GROUP WHICH CONTROLS, SUCH PERSON AND (Y) DOES NOT, DIRECTLY OR
INDIRECTLY, OWN ONE PERCENT (1%) OR MORE OF ANY CLASS OF SECURITIES OF SUCH
PERSON.
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(E)
EMPLOYEE SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF
COMPANY, USE, DIVULGE, DISCLOSE OR MAKE ACCESSIBLE TO ANY
OTHER PERSON, FIRM, PARTNERSHIP, CORPORATION OR OTHER ENTITY, ANY "CONFIDENTIAL
INFORMATION" (AS DEFINED BELOW) EXCEPT WHILE EMPLOYED BY COMPANY, IN FURTHERANCE
OF THE BUSINESS OF AND FOR THE BENEFIT OF COMPANY; PROVIDED THAT EMPLOYEE MAY
DISCLOSE SUCH INFORMATION WHEN REQUIRED TO DO SO BY A COURT OF COMPETENT
JURISDICTION, BY ANY GOVERNMENTAL AGENCY HAVING SUPERVISORY AUTHORITY OVER THE
BUSINESS OF COMPANY AND/OR ITS AFFILIATES, AS THE CASE MAY BE, OR BY ANY
ADMINISTRATIVE BODY OR LEGISLATIVE BODY (INCLUDING A COMMITTEE THEREOF) WITH
JURISDICTION TO ORDER EMPLOYEE TO DIVULGE, DISCLOSE OR MAKE ACCESSIBLE SUCH
INFORMATION; PROVIDED, FURTHER, THAT IN THE EVENT THAT EMPLOYEE IS ORDERED BY A
COURT OR OTHER GOVERNMENT AGENCY TO DISCLOSE ANY CONFIDENTIAL INFORMATION,
EMPLOYEE SHALL (I) PROMPTLY NOTIFY
COMPANY OF SUCH ORDER, (II) AT THE WRITTEN
REQUEST OF COMPANY, DILIGENTLY CONTEST SUCH ORDER AT THE SOLE EXPENSE OF COMPANY
AS EXPENSES OCCUR, AND (III) AT THE WRITTEN REQUEST OF
COMPANY, SEEK TO OBTAIN,
AT THE SOLE EXPENSE OF COMPANY, SUCH CONFIDENTIAL TREATMENT AS MAY BE AVAILABLE
UNDER APPLICABLE LAWS FOR ANY INFORMATION DISCLOSED UNDER SUCH ORDER. FOR
PURPOSES OF THIS SECTION 8(E), "CONFIDENTIAL INFORMATION" SHALL MEAN NON-PUBLIC
INFORMATION CONCERNING THE FINANCIAL DATA, STRATEGIC BUSINESS PLANS, PRODUCT
DEVELOPMENT (OR OTHER PROPRIETARY PRODUCT DATA), CUSTOMER LISTS, MARKETING
PLANS, EMPLOYEES, OFFICERS, DIRECTORS AND OTHER NON-PUBLIC, PROPRIETARY AND
CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF COMPANY OR ITS AFFILIATES
OR CUSTOMERS, THAT, IN ANY CASE, IS NOT OTHERWISE AVAILABLE TO THE PUBLIC (OTHER
THAN BY EMPLOYEE'S BREACH OF THE TERMS HEREOF) INCLUDING, BUT NOT LIMITED TO,
THE TERMS OF THIS AGREEMENT. UPON TERMINATION OF EMPLOYEE'S EMPLOYMENT WITH
COMPANY, EMPLOYEE
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SHALL RETURN ALL COMPANY PROPERTY, INCLUDING, WITHOUT LIMITATION, FILES,
RECORDS, DISKS AND ANY MEDIA CONTAINING CONFIDENTIAL INFORMATION.
(F)
EMPLOYEE UNDERSTANDS THAT THE PROVISIONS
OF THIS SECTION 8 MAY LIMIT HIS ABILITY TO EARN A LIVELIHOOD IN A BUSINESS
SIMILAR TO THE BUSINESS OF COMPANY BUT HE NEVERTHELESS AGREES AND HEREBY
ACKNOWLEDGES THAT (A) SUCH PROVISIONS DO NOT IMPOSE A GREATER RESTRAINT THAN IS
NECESSARY TO PROTECT THE GOODWILL OR OTHER BUSINESS INTERESTS OF
COMPANY, (B)
SUCH PROVISIONS CONTAIN REASONABLE LIMITATIONS AS TO TIME AND SCOPE OF ACTIVITY
TO BE RESTRAINED, (C) SUCH PROVISIONS ARE NOT