KNOW-HOW, RECORDS AND TANGIBLE PROPERTY OF CUSTOMERS OF THE COMPANY OR THE
COMPANY'S AFFILIATES OR SUPPLIERS TO THE COMPANY OR THE COMPANY'S AFFILIATES OR
OTHER THIRD PARTIES WHO MAY HAVE DISCLOSED OR ENTRUSTED THE SAME TO THE COMPANY
OR THE COMPANY'S AFFILIATES OR TO THE EXECUTIVE IN THE COURSE OF THE COMPANY'S
BUSINESS.
(IV)
NOTWITHSTANDING THE FOREGOING, SUCH PROPRIETARY INFORMATION SHALL
NOT INCLUDE INFORMATION WHICH (A) IS OR BECOMES GENERALLY AVAILABLE OR KNOWN TO
THE PUBLIC, OTHER THAN AS A RESULT OF ANY DISCLOSURE BY THE EXECUTIVE IN
VIOLATION HEREOF, OR (B) IS OR BECOMES AVAILABLE TO THE EXECUTIVE ON A
NON-CONFIDENTIAL BASIS FROM ANY SOURCE OTHER THAN THE COMPANY, OTHER THAN ANY
SUCH SOURCE THAT THE EXECUTIVE KNOWS IS PROHIBITED BY A LEGAL, CONTRACTUAL, OR
FIDUCIARY OBLIGATION TO THE COMPANY FROM DISCLOSING SUCH INFORMATION.
(V)
IN THE EVENT THAT THE EXECUTIVE IS REQUESTED PURSUANT TO, OR
BECOMES COMPELLED BY, ANY APPLICABLE LAW, REGULATION, OR LEGAL PROCESS TO
DISCLOSE ANY PROPRIETARY INFORMATION OR COMPANY MATERIALS, THE EXECUTIVE SHALL
PROVIDE THE COMPANY WITH PROMPT WRITTEN NOTICE THEREOF SO THAT THE COMPANY MAY
SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY OR, IN THE COMPANY'S SOLE
AND ABSOLUTE DISCRETION, WAIVE COMPLIANCE WITH THE TERMS HEREOF.
IN THE EVENT
THAT NO SUCH PROTECTIVE ORDER OR OTHER REMEDY IS OBTAINED, OR THE COMPANY WAIVES
COMPLIANCE WITH THE TERMS HEREOF, THE EXECUTIVE SHALL FURNISH ONLY THAT PORTION
OF SUCH PROPRIETARY INFORMATION OR COMPANY MATERIALS WHICH THE EXECUTIVE IS
ADVISED BY HIS COUNSEL AND AGREED TO WITH COMPANY COUNSEL IS LEGALLY REQUIRED.
THE EXECUTIVE WILL COOPERATE WITH THE
7
COMPANY, AT THE COMPANY'S SOLE COST AND EXPENSE, IN ITS EFFORTS TO OBTAIN
RELIABLE ASSURANCE THAT CONFIDENTIAL TREATMENT WILL BE ACCORDED SUCH PROPRIETARY
INFORMATION AND COMPANY MATERIALS.
(B)
NON-DISPARAGEMENT.
DURING THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY AND FOR A PERIOD OF AT LEAST THREE (3) YEARS FOLLOWING TERMINATION OF
HIS EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL NOT MAKE ANY STATEMENT THAT
IS INTENDED TO OR WOULD BE REASONABLY LIKELY TO DISPARAGE OR ENCOURAGE OR INDUCE
OTHERS TO DISPARAGE THE COMPANY, ITS AFFILIATES OR ANY OF ITS OR THEIR PAST AND
PRESENT OFFICERS, DIRECTORS,
PRODUCTS OR SERVICES.
SIMILARLY, THE COMPANY
AGREES THAT, DURING THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND FOR A PERIOD
OF AT LEAST THREE (3) YEARS FOLLOWING TERMINATION OF THE EXECUTIVE'S EMPLOYMENT
FOR ANY REASON, IT SHALL NOT, AND IT SHALL INSTRUCT ITS DIRECTORS, SENIOR
EXECUTIVE OFFICERS AND OTHER INDIVIDUALS AUTHORIZED TO MAKE OFFICIAL
COMMUNICATIONS ON THE COMPANY'S BEHALF NOT TO MAKE, OR CAUSE TO BE MADE, ANY
STATEMENT OR TO COMMUNICATE ANY INFORMATION THAT DISPARAGES OR REFLECTS
NEGATIVELY ON EXECUTIVE.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "DISPARAGE"
INCLUDES, WITHOUT LIMITATION, COMMENTS OR STATEMENTS BY ONE PARTY HERETO TO THE
PRESS, TO THE OTHER PARTY'S (OR ITS
AFFILIATE'S) EMPLOYEES OR TO ANY INDIVIDUAL
OR ENTITY WITH WHOM THE OTHER PARTY HAS A BUSINESS RELATIONSHIP (INCLUDING,
WITHOUT LIMITATION, ANY VENDOR, SUPPLIER, CUSTOMER OR DISTRIBUTOR) THAT IS
INTENDED TO OR WOULD BE REASONABLY LIKELY