or affiliates a competitive advantage.
Executive agrees to deliver
or return to the Company, at the Company's request at any time or upon
termination or expiration of Executive's employment or as soon thereafter as
possible, all documents, computer tapes and disks, records, lists, data,
drawings, prints, notes and written information (and all copies thereof)
furnished by the Company and its subsidiaries or affiliates or prepared by
Executive in the course of Executive's employment by the Company and its
subsidiaries or affiliates, other than Executive's personal files that do not
contain Confidential Information and a copy of Executive's rolodex.
As used in
this Agreement, "subsidiaries" and "affiliates" shall mean any company
controlled by, controlling or under common control with the Company.
A company,
corporation, partnership, limited liability company, joint venture or other
entity ("Person") shall be deemed to "control" another Person if such Person
owns, directly or indirectly, or controls the right to vote, more than 50% of
the equity of such other Person.
(B)
NON-SOLICITATION OF EMPLOYEES.
EXECUTIVE
RECOGNIZES THAT HE MAY POSSESS CONFIDENTIAL INFORMATION ABOUT OTHER EMPLOYEES,
CONSULTANTS AND CONTRACTORS OF THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES
RELATING TO THEIR EDUCATION, EXPERIENCE, SKILLS, ABILITIES, COMPENSATION AND
BENEFITS, AND INTER-PERSONAL RELATIONSHIPS WITH SUPPLIERS TO AND CUSTOMERS OF
THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES.
EXECUTIVE RECOGNIZES THAT THE
INFORMATION HE POSSESSES ABOUT THESE OTHER EMPLOYEES, CONSULTANTS AND
CONTRACTORS IS NOT GENERALLY KNOWN, MAY BE OF SUBSTANTIAL VALUE TO THE COMPANY
AND ITS SUBSIDIARIES OR AFFILIATES IN DEVELOPING THEIR RESPECTIVE BUSINESSES AND
IN SECURING AND RETAINING CUSTOMERS, AND WILL BE ACQUIRED BY EXECUTIVE BECAUSE
OF EXECUTIVE'S BUSINESS POSITION WITH THE COMPANY.
EXECUTIVE AGREES THAT,
DURING THE EIGHTEEN (18) MONTH PERIOD FOLLOWING HIS TERMINATION OF EMPLOYMENT
WITH THE COMPANY FOR ANY REASON (THE "RESTRICTED PERIOD"), EXECUTIVE WILL NOT,
DIRECTLY OR INDIRECTLY, SOLICIT OR RECRUIT ANY EMPLOYEE OF (I) THE COMPANY
AND/OR (II) ITS SUBSIDIARIES AND/OR AFFILIATES WITH WHOM EXECUTIVE HAS HAD
DIRECT CONTACT DURING HIS EMPLOYMENT HEREUNDER, IN ALL CASES, FOR THE PURPOSE OF
BEING EMPLOYED BY EXECUTIVE OR BY ANY BUSINESS, INDIVIDUAL, PARTNERSHIP, FIRM,
CORPORATION OR OTHER ENTITY ON WHOSE BEHALF EXECUTIVE IS ACTING AS AN AGENT,
REPRESENTATIVE OR EMPLOYEE AND THAT EXECUTIVE WILL NOT CONVEY ANY SUCH
CONFIDENTIAL INFORMATION OR TRADE SECRETS ABOUT EMPLOYEES OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES OR AFFILIATES TO ANY OTHER PERSON EXCEPT WITHIN THE SCOPE OF
EXECUTIVE'S DUTIES HEREUNDER.
NOTWITHSTANDING THE FOREGOING, EXECUTIVE IS NOT
PRECLUDED FROM SOLICITING ANY INDIVIDUAL WHO (I) RESPONDS TO ANY GENERAL PUBLIC
ADVERTISEMENT OR GENERAL SOLICITATION; (II) HAS BEEN TERMINATED BY THE COMPANY
PRIOR TO THE SOLICITATION; OR (III) WAS EXECUTIVE'S PERSONAL ASSISTANT OR
SECRETARY.
(C)
NON-SOLICITATION OF CUSTOMERS.
DURING THE
RESTRICTED PERIOD, EXECUTIVE SHALL NOT, WITHOUT THE WRITTEN CONSENT OF THE
COMPANY, SOLICIT, REQUEST OR INSTRUCT, DIRECTLY OR INDIRECTLY, ANY VENUE,
PROMOTER, TOURING ARTIST, TEAM, LEAGUE OR ANY OTHER PARTY, IN EACH CASE WITH
RESPECT TO WHICH THE COMPANY AND OR ANY OF ITS SUBSIDIARIES OR AFFILIATES
PROVIDED SUCH PARTY WITH SERVICES PURSUANT TO A CONTRACTUAL