TGI'S STRATEGIC
PLANS, FINANCIAL AND PERSONNEL RECORDS, BUT NOT INCLUDING INFORMATION THAT IS
INTENTIONALLY DISCLOSED TO THE GENERAL PUBLIC BY TGI.
6.1.5
INTELLECTUAL PROPERTY MEANS ALL COMPOSITIONS, ARTICLES OF
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MANUFACTURE, PROCESSES, APPARATUS (COLLECTIVELY THE INVENTIONS); DATA, WRITINGS
AND OTHER WORKS OF AUTHORSHIP (INCLUDING, WITHOUT LIMITATION, SOFTWARE,
PROTOCOLS, PROGRAM CODES, AUDIOVISUAL EFFECTS CREATED BY PROGRAM CODE, AND
DOCUMENTATION RELATED THERETO, DRAWINGS); MASK WORKS; AND CERTAIN TANGIBLE ITEMS
(INCLUDING, WITHOUT LIMITATION, MATERIALS, SAMPLES, COMPONENTS, TOOLS, AND
OPERATING DEVICES, E.G., BOARD ASSEMBLIES, AND ENGINEERING MODELS); AND
INTELLECTUAL PROPERTY RIGHTS MEANS PATENTS, TRADEMARKS, COPYRIGHTS, MASK RIGHTS,
TRADE SECRETS, AND KNOW-HOW COVERING THE INTELLECTUAL PROPERTY.
6.2
ANCILLARY COMPANY COVENANTS. WITHIN THIRTY (30) DAYS FROM THE
EFFECTIVE DATE OF THIS AGREEMENT, AND AS DEEMED NECESSARY BY TGI THEREAFTER, TGI
WILL DO ONE OR MORE OF THE FOLLOWING: (A) PROVIDE HOULDITCH WITH TGI
INFORMATION, OR ACCESS TO SUCH INFORMATION; (B) PROVIDE HOULDITCH WITH
SPECIALIZED TRAINING; OR, (C) PROVIDE HOULDITCH WITH GOODWILL SUPPORT SUCH AS
EXPENSE REIMBURSEMENTS IN ACCORDANCE WITH TGI POLICY LIMITS, TGI INFORMATION,
AND/OR CONTACT WITH CLIENTS, CUSTOMERS OR BUSINESS ASSOCIATES, IN ORDER TO HELP
HOULDITCH DEVELOP GOODWILL FOR TGI. THE FOREGOING IS NOT CONTINGENT UPON
CONTINUED EMPLOYMENT OF HOULDITCH FOR ANY LENGTH OF TIME, BUT IS CONTINGENT UPON
HOULDITCH NOT WORKING FOR OR ASSISTING A COMPETING BUSINESS AND HOULDITCH'S FULL
COMPLIANCE WITH THE RESTRICTIONS IN THIS AGREEMENT.
6.3
ANCILLARY EMPLOYEE COVENANTS. HOULDITCH AGREES NOT TO, DIRECTLY OR
INDIRECTLY, PARTICIPATE IN THE UNAUTHORIZED USE, DISCLOSURE OR CONVERSION OF ANY
TGI INFORMATION. SPECIFICALLY, HOULDITCH AGREES NOT TO USE TGI INFORMATION FOR
HIS SOLE BENEFIT, OR FOR THE BENEFIT OF A COMPETITOR OR IN ANY OTHER WAY THAT
HARMS TGI OR
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DIMINISHES THE VALUE OF TGI INFORMATION TO TGI. HOULDITCH ALSO AGREES TO USE THE
SPECIALIZED TRAINING, GOODWILL AND CONTACTS DEVELOPED WITH TGI'S CUSTOMERS AND
CONTRACTORS FOR THE EXCLUSIVE BENEFIT OF TGI, AND AGREES NOT TO USE THESE ITEMS
IN A WAY THAT WOULD HARM THE BUSINESS INTERESTS OF TGI DURING EMPLOYMENT AND FOR
A PERIOD OF AT LEAST EIGHTEEN (18) MONTHS THEREAFTER.
7.
PROTECTIVE COVENANTS. HOULDITCH AGREES THAT THE FOLLOWING
COVENANTS ARE REASONABLE AND NECESSARY AGREEMENTS FOR THE PROTECTION OF THE
BUSINESS INTERESTS COVERED IN THE FULLY ENFORCEABLE, ANCILLARY AGREEMENTS SET
FORTH ABOVE:
7.1
DEFINITIONS. "COMPETING BUSINESS" MEANS ANY PERSON OR ENTITY THAT
PROVIDES SERVICES OR PRODUCTS THAT WOULD COMPETE WITH OR DISPLACE ANY SERVICES
OR PRODUCTS SOLD OR BEING DEVELOPED FOR SALE BY TGI DURING HOULDITCH'S
EMPLOYMENT, OR ENGAGES IN ANY OTHER ACTIVITIES SO SIMILAR IN NATURE OR PURPOSE
TO THOSE OF TGI THAT THEY WOULD DISPLACE BUSINESS OPPORTUNITIES OR CUSTOMERS OF
TGI. "COVERED CLIENTS AND CUSTOMERS" MEANS THOSE PERSONS OR ENTITIES (A) THAT
TGI HAS PROVIDED SERVICES TO AND (B) THAT HOULDITCH EITHER HAD CONTACT WITH,
SUPERVISED HOULDITCH WHO HAD CONTACT WITH, OR RECEIVED PROPRIETARY
INFORMATION
ABOUT; WITHIN THE LAST TWENTY-FOUR (24) MONTH PERIOD THAT HOULDITCH WAS EMPLOYED
WITH TGI.
7.2
RESTRICTION ON INTERFERING WITH EMPLOYEES AND INDEPENDENT
CONTRACTOR RELATIONSHIPS. HOULDITCH AGREES THAT FOR A PERIOD OF 18 MONTHS
FOLLOWING THE