other capacity whatsoever (other
than as the holder of not more than two percent (2%) of the total outstanding
stock of a publicly-held company), and in any city, county, state or other
geographic area where the Company is then marketing or selling its products or
providing services, engage in the business of developing, producing, marketing
or selling products or providing services of the kind or type reasonably related
to the work being developed, produced, marketed, sold or provided by the
Company.
Further, you hereby agree:
4.6
UPON REQUEST, TO RETURN TO THE COMPANY ANY
INFORMATION, DOCUMENTS AND OTHER PROPERTY YOU MAY HAVE RECEIVED AS A RESULT OF
YOUR DIRECTORSHIP; AND
4.7
THAT THE REMEDY AT LAW FOR ANY BREACH OF ANY
OF THE FOREGOING WILL BE INADEQUATE AND THAT THE COMPANY, IN ADDITION TO ANY
REMEDY AT LAW, WILL BE ENTITLED TO INJUNCTIVE AND OTHER RELIEF IN CASES OF ANY
SUCH BREACH.
THE PROVISIONS OF THIS SECTION 3 SHALL SURVIVE THE TERMINATION OF
THE TERM OF THIS AGREEMENT.
8
4.8
AS USED HEREIN, "CONFIDENTIAL INFORMATION"
SHALL MEAN ANY AND ALL INFORMATION (ORAL AND WRITTEN) RELATING TO THE COMPANY,
INCLUDING, WITHOUT LIMITATION, ALL INFORMATION RELATING TO TRADE SECRETS,
INTELLECTUAL PROPERTY, SOFTWARE, TECHNICAL OR NON-TECHNICAL DATA, RESEARCH AND
REPORTS, CUSTOMER INFORMATION AND LISTS, EMPLOYEE INFORMATION, METHODS,
TECHNIQUES, FINANCIAL DATA, FINANCIAL PLANS OR FINANCIAL INFORMATION, LISTS OF
ACTUAL OR POTENTIAL STRATEGIES, NOTES, MARKETING APPROACHES, SALES TECHNIQUES,
ANALYSES, FINANCES, BUSINESS AFFAIRS OR ANY OTHER INFORMATION, WHICH, UNDER ALL
CIRCUMSTANCES, OUGHT REASONABLY TO BE TREATED AS CONFIDENTIAL AND/OR
PROPRIETARY.
4.9
YOU WILL CONTINUE TO BE BOUND BY THE TERMS
AND CONDITIONS OF THIS SECTION 5 FOR A PERIOD OF FIVE YEARS AFTER THE
TERMINATION OF THIS AGREEMENT, EXCEPT IN THE CASE OF THE PROVISIONS SET FORTH IN
THE SECOND PARAGRAPH OF THIS SECTION 5 WHICH SHALL SURVIVE FOR A PERIOD OF TWO
YEARS AFTER THE TERMINATION OF THIS AGREEMENT.
5.
MISCELLANEOUS
5.1
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
5.2
ARBITRATION.
ANY CONTROVERSY OR CLAIM BASED
ON, ARISING OUT OF OR RELATING TO THE INTERPRETATION AND PERFORMANCE OF THIS
AGREEMENT OR ANY TERMINATION HEREOF SHALL BE SOLELY AND FINALLY SETTLED BY
ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND
JUDGMENT ON THE AWARD RENDERED IN THE ARBITRATION MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION THEREOF.
ANY SUCH ARBITRATION SHALL BE IN THE STATE OF
DELAWARE AND SHALL BE SUBMITTED TO A SINGLE ARBITRATOR APPOINTED BY THE MUTUAL
CONSENT OF THE PARTIES OR, IN THE ABSENCE OF SUCH CONSENT, BY APPLICATION OF ANY
PARTY TO THE AMERICAN ARBITRATION ASSOCIATION.
A DECISION OF THE ARBITRATOR
SHALL BE FINAL AND BINDING UPON THE PARTIES, AND THE ARBITRATOR SHALL BE
AUTHORIZED TO APPORTION FEES AND EXPENSES (INCLUDING COUNSEL FEES AND EXPENSES),
AS THE ARBITRATOR SHALL DEEM APPROPRIATE.
5.3
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT
CONTAINS THE COMPLETE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES HERETO
WITH