OF SUCH
CONFIDENTIAL INFORMATION TO ANY PERSON OR ENTITY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, EXCEPT AS NECESSARY IN THE ORDINARY COURSE OF PERFORMING
THE SERVICES HEREUNDER OR AS REQUIRED BY LAW, RULE OR REGULATION.
4
(A)
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION THAT IS NOT
GENERALLY KNOWN TO THE PUBLIC, WHICH IS USED, DEVELOPED OR OBTAINED BY THE
COMPANY AND/OR ANY OF ITS AFFILIATES, RELATING TO ITS OR THEIR BUSINESS AND THE
BUSINESSES OF ITS OR THEIR CLIENTS, VENDORS OR CUSTOMERS INCLUDING, BUT NOT
LIMITED TO: BUSINESS AND MARKETING STRATEGIES, PRODUCTS OR SERVICES; FEES, COSTS
AND PRICING STRUCTURE; MARKETING INFORMATION; ADVERTISING AND PRICING
STRATEGIES; ANALYSES; REPORTS; COMPUTER SOFTWARE, INCLUDING OPERATING SYSTEMS,
APPLICATIONS AND PROGRAM LISTINGS; FLOW CHARTS; MANUALS AND DOCUMENTATION; DATA
BASES; ACCOUNTING AND BUSINESS METHODS; HARDWARE DESIGN; TECHNOLOGY, INVENTIONS
AND NEW DEVELOPMENT AND METHODS, WHETHER PATENTABLE OR UNPATENTABLE AND WHETHER
OR NOT REDUCED TO PRACTICE; ALL COPYRIGHTABLE WORKS; THE COMPANY'S OR ANY OF ITS
AFFILIATES' EXISTING AND PROSPECTIVE CLIENTS, CUSTOMERS, AND VENDOR LISTS AND
OTHER DATA RELATED THERETO; ALL TRADE SECRET INFORMATION PROTECTED BY THE
FEDERAL ECONOMIC ESPIONAGE ACT OF 1996, 18 U.S.C. § 1831 ET SEQ.; AND ALL
SIMILAR AND RELATED INFORMATION IN WHATEVER FORM.
(B)
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE ANY INFORMATION THAT
HAS BEEN PUBLISHED IN A FORM GENERALLY AVAILABLE TO THE PUBLIC PRIOR TO THE DATE
UPON WHICH KIRKLAND PROPOSES TO DISCLOSE SUCH INFORMATION.
INFORMATION SHALL
NOT BE DEEMED TO HAVE BEEN PUBLISHED MERELY BECAUSE INDIVIDUAL PORTIONS OF THE
INFORMATION HAVE BEEN SEPARATELY PUBLISHED, BUT ONLY IF ALL THE MATERIAL
FEATURES COMPRISING SUCH INFORMATION HAVE BEEN PUBLISHED IN COMBINATION.
8.
COVENANT NOT TO COMPETE.
DURING KIRKLAND'S ENGAGEMENT UNDER THIS
AGREEMENT, AND IN THE EVENT OF KIRKLAND'S TERMINATION PURSUANT TO PARAGRAPH
3(B)(II) HEREOF, DURING THE PERIOD THE COMPANY IS OBLIGATED TO PAY KIRKLAND THE
REMAINDER OF ITS FEES DUE UNDER SECTION 2(A) OF THIS AGREEMENT, KIRKLAND SHALL
NOT BECOME EMPLOYED BY, ACT AS A CONSULTANT FOR, CONTRACT WITH, OBTAIN A
BENEFICIAL OWNERSHIP INTEREST IN OR OTHERWISE ENTER INTO ANY FORM OF BUSINESS
RELATIONSHIP WITH INTERNATIONAL GAME TECHNOLOGY, INC., WMS INDUSTRIES, INC.,
SHUFFLE MASTER, INC., ARISTOCRAT LEISURE, LTD., GTECH HOLDINGS CORP., MULTIMEDIA
GAMES, INC., SIGMA GAME INC., OR ANY OF THEIR PRESENT AND FUTURE SUBSIDIARIES,
DIVISIONS, PARENT COMPANIES AND SUCCESSORS ("PEER GROUP").
THE PROVISIONS OF
THIS SECTION 8 SHALL NOT PREVENT KIRKLAND FROM INVESTING ITS ASSETS IN SUCH FORM
AND MANNER AS IT CHOOSES; PROVIDED, HOWEVER, THAT KIRKLAND SHALL NOT HAVE ANY
INTEREST, DIRECT OR INDIRECT (OTHER THAN THROUGH THE COMPANY OR ITS
SUBSIDIARIES), FINANCIAL OR OTHERWISE, IN ANY MEMBER OF THE PEER GROUP UNLESS
SUCH INTEREST HAS BEEN APPROVED BY THE COMPENSATION COMMITTEE OR SUCH INTEREST
IS, OR ARISES SOLELY FROM OWNERSHIP OF, LESS THAN THREE PERCENT (3%) OF THE
OUTSTANDING CAPITAL STOCK OF SUCH MEMBER AND SUCH CAPITAL STOCK IS AVAILABLE TO
THE GENERAL PUBLIC THROUGH TRADING ON ANY NATIONAL, REGIONAL OR OVER-THE-COUNTER
SECURITIES MARKET..
9.
NOTICES.
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN
THIS AGREEMENT SHALL BE IN WRITING AND