UNEMPLOYMENT OR WORKERS' COMPENSATION TAXES OR
PREMIUMS ON BEHALF OF OR REGARDING SEABERG.
(E)
SEABERG MAY PERFORM SERVICES FOR ANY OTHER
PERSON OR FIRM WITHOUT THE COMPANY'S PRIOR CONSENT, PROVIDED THAT IN DOING SO HE
DOES NOT VIOLATE THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE COMPANY.
2.
NON-SOLICITATION; NON-DISPARAGEMENT
(A)
SEABERG ACKNOWLEDGES AND AGREES THAT DURING
THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF ONE YEAR THEREAFTER HE WILL NOT,
DIRECTLY OR INDIRECTLY, (I) SOLICIT, DIRECTLY OR INDIRECTLY, ANY OF THE
COMPANY'S CUSTOMERS, PROSPECTS, BUSINESS OR PATRONAGE FOR ANY COMPETITIVE
BUSINESS ANYWHERE IN THE UNITED STATES, OR (II) SOLICIT, DIVERT, ENTICE OR
OTHERWISE ATTEMPT TO TAKE AWAY ANY CUSTOMERS, ACTIVE PROSPECTS, BUSINESS,
PATRONAGE OR ORDERS OF THE COMPANY ANYWHERE IN THE UNITED STATES.
(B)
DURING THE TERM AND FOR A PERIOD OF ONE YEAR
THEREAFTER, SEABERG SHALL NOT, DIRECTLY OR INDIRECTLY, (I) SOLICIT OR INDUCE OR
ATTEMPT TO SOLICIT OR INDUCE ANY EMPLOYEE, REPRESENTATIVE OR AGENT OF THE
COMPANY TO TERMINATE ITS EMPLOYMENT, REPRESENTATION OR OTHER ASSOCIATION WITH
THE COMPANY, OR (II) DISPARAGE THE COMPANY, OR ANY OF ITS PAST, PRESENT OR
FUTURE AGENTS, OFFICERS, SHAREHOLDERS, DIRECTORS OR EMPLOYEES TO THE PUBLIC,
MEDIA, ANY INDIVIDUAL OR ANY OTHER THIRD PARTY.
3.
PROTECTION OF CONFIDENTIAL INFORMATION.
(A)
AS USED IN THIS PARAGRAPH 3, THE TERM
"CONFIDENTIAL INFORMATION" MEANS ATTORNEY CLIENT OR OTHER CONFIDENTIAL
COMMUNICATIONS OR INFORMATION PROTECTED BY THE WORK PRODUCT DOCTRINE AND ANY OF
THE FOLLOWING, WHETHER HISTORICAL, CURRENT OR PROPOSED AND WHETHER THE COMPANY'S
OR A CUSTOMER'S: CUSTOMER LISTS, CUSTOMER CREDIT INFORMATION, MARKETING DATA,
PRODUCTION METHODS AND FORMULAS, RECIPES, PROCESSES, INNOVATIONS, INVENTIONS,
STRATEGIES, SUPPLIERS, PRICING AND PRICING METHODS, SALES TECHNIQUES,
ADVERTISING, TRAVELING AND CANVASSING METHODS, BROCHURES OR INSTRUCTIONS
RELATING TO PRODUCTS, SERVICES OR BUSINESS OF THE COMPANY OR ANY CUSTOMER OF THE
COMPANY, AND ANY OTHER INFORMATION WHICH THE COMPANY MAY FROM TIME TO TIME
IDENTIFY IN WRITING TO SEABERG AS INFORMATION WHICH IT WISHES TO PRESERVE AS
SECRET.
SUCH OTHER CONFIDENTIAL INFORMATION AND THE DATES ON WHICH THE COMPANY
SO ADVISED SEABERG MAY, BUT NEED NOT BE, RECORDED AS AN EXHIBIT TO BE ATTACHED
TO AND DEEMED A PART OF THIS AGREEMENT.
(B)
BY EXECUTING THIS AGREEMENT, SEABERG
ACKNOWLEDGES THAT HE HAS BEEN ADVISED THAT THE COMPANY WISHES TO PRESERVE
CONFIDENTIAL INFORMATION AS SECRET.
2
(C)
UNLESS SEABERG SHALL FIRST SECURE THE
WRITTEN CONSENT OF THE COMPANY, SEABERG SHALL NOT DISCLOSE OR USE AT ANY TIME,
EITHER DURING OR SUBSEQUENT TO THE TERM OF THIS AGREEMENT, ANY CONFIDENTIAL
INFORMATION, WHETHER OR NOT PATENTABLE, OF WHICH SEABERG IS PRESENTLY AWARE OR
BECOMES INFORMED DURING SUCH TIME, WHETHER OR NOT DEVELOPED BY SEABERG, EXCEPT
AS REQUIRED IN THE EXERCISE OF SEABERG'S DUTIES TO THE COMPANY UNDER THIS
AGREEMENT.
THIS OBLIGATION SHALL NOT APPLY TO ANY CONFIDENTIAL INFORMATION
WHICH IS OR SHALL BECOME A PART OF THE PUBLIC DOMAIN THROUGH NO FAULT OF
SEABERG.
SEABERG SHALL NOT BE DEEMED IN BREACH OF THIS PROVISION FOR GOOD FAITH
ACTIONS UNDERTAKEN IN THE PERFORMANCE OF DUTIES REQUESTED OF HIM