DATA)
8
AND ANY OTHER INFORMATION, WHETHER COMMUNICATED ORALLY, ELECTRONICALLY, IN
WRITING OR IN OTHER TANGIBLE FORMS CONCERNING HOW THE PROTECTED PARTIES CREATE,
DEVELOP, ACQUIRE OR MAINTAIN THEIR PRODUCTS AND MARKETING PLANS, TARGET THEIR
POTENTIAL CUSTOMERS AND OPERATE THEIR RETAIL AND OTHER BUSINESSES.
THE
PROTECTED PARTIES INVESTED, AND CONTINUE TO INVEST, CONSIDERABLE AMOUNTS OF TIME
AND MONEY IN THEIR PROCESS, TECHNOLOGY, KNOW-HOW, OBTAINING AND DEVELOPING THE
GOODWILL OF THEIR CUSTOMERS, THEIR OTHER EXTERNAL RELATIONSHIPS, THEIR DATA
SYSTEMS AND DATA BASES, AND ALL THE INFORMATION DESCRIBED ABOVE (HEREINAFTER
COLLECTIVELY REFERRED TO AS "CONFIDENTIAL INFORMATION"), AND ANY
MISAPPROPRIATION OR UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION, IN ANY
FORM, WOULD IRREPARABLY HARM THE PROTECTED PARTIES.
(B)
THE EXECUTIVE ACKNOWLEDGES THAT SUCH
CONFIDENTIAL INFORMATION CONSTITUTES VALUABLE, HIGHLY CONFIDENTIAL, SPECIAL AND
UNIQUE PROPERTY OF THE PROTECTED PARTIES.
THE EXECUTIVE SHALL HOLD IN A
FIDUCIARY CAPACITY FOR THE BENEFIT OF THE PROTECTED PARTIES ALL CONFIDENTIAL
INFORMATION OBTAINED BY THE EXECUTIVE DURING THE TERM OF THIS AGREEMENT.
EXCEPT
AS REQUIRED BY LAW, AN ORDER OF A COURT OR GOVERNMENTAL AGENCY WITH
JURISDICTION, OR A SUBPOENA OR OTHER LAWFUL PROCESS, THE EXECUTIVE SHALL NOT,
DURING THE TERM OR AT ANY TIME THEREAFTER, DISCLOSE ANY CONFIDENTIAL
INFORMATION, DIRECTLY OR INDIRECTLY, TO ANY PERSON OR ENTITY FOR ANY REASON OR
PURPOSE WHATSOEVER, NOR SHALL THE EXECUTIVE USE IT IN ANY WAY, EXCEPT IN THE
COURSE OF HIS EMPLOYMENT OR TO ENFORCE ANY RIGHTS OR DEFEND ANY CLAIMS HEREUNDER
OR UNDER ANY OTHER AGREEMENT TO WHICH THE EXECUTIVE IS A PARTY, PROVIDED THAT
SUCH DISCLOSURE IS RELEVANT TO THE ENFORCEMENT OF SUCH RIGHTS OR DEFENSE OF SUCH
CLAIMS AND IS ONLY DISCLOSED IN THE FORMAL PROCEEDINGS RELATED THERETO.
THE
EXECUTIVE SHALL TAKE ALL REASONABLE STEPS TO SAFEGUARD THE CONFIDENTIAL
INFORMATION AND TO PROTECT IT AGAINST DISCLOSURE, MISUSE, CORPORATE ESPIONAGE,
LOSS AND THEFT.
THE EXECUTIVE UNDERSTANDS AND AGREES THAT HE SHALL ACQUIRE NO
RIGHTS TO ANY SUCH CONFIDENTIAL INFORMATION.
(C)
ALL FILES, RECORDS, DOCUMENTS, DRAWINGS,
SPECIFICATIONS, DATA, COMPUTER PROGRAMS, EVALUATION MECHANISMS AND ANALYTICS AND
SIMILAR ITEMS RELATING THERETO OR TO THE BUSINESS OF THE PROTECTED PARTIES, AS
WELL AS ALL CUSTOMER LISTS, SPECIFIC CUSTOMER INFORMATION, COMPILATIONS OF
PRODUCT RESEARCH AND MARKETING TECHNIQUES OF PROTECTED PARTIES, WHETHER PREPARED
BY THE EXECUTIVE OR OTHERWISE COMING INTO THE EXECUTIVE'S POSSESSION, SHALL
REMAIN THE EXCLUSIVE PROPERTY OF THE PROTECTED PARTIES, AND THE EXECUTIVE SHALL
NOT REMOVE ANY SUCH ITEMS FROM THE PREMISES OF ANY OF THE PROTECTED PARTIES,
EXCEPT IN FURTHERANCE OF THE EXECUTIVE'S DUTIES UNDER THIS AGREEMENT.
(D)
AS REQUESTED BY THE COMPANY AND AT THE
COMPANY'S EXPENSE, FROM TIME TO TIME AND UPON THE TERMINATION OF THIS AGREEMENT,
THE EXECUTIVE WILL PROMPTLY DELIVER TO THE COMPANY ALL COPIES AND EMBODIMENTS,
IN WHATEVER FORM, OF ALL CONFIDENTIAL INFORMATION IN THE EXECUTIVE'S POSSESSION
OR WITHIN HIS CONTROL (INCLUDING, BUT NOT LIMITED TO, MEMORANDA, RECORDS, NOTES,
PLANS, PHOTOGRAPHS, MANUALS, NOTEBOOKS, DOCUMENTATION, PROGRAM LISTINGS, FLOW
CHARTS, MAGNETIC MEDIA, DISKS, DISKETTES, TAPES AND ALL OTHER MATERIALS
CONTAINING ANY CONFIDENTIAL
9
INFORMATION) IRRESPECTIVE OF THE LOCATION OR FORM OF