SUCH PROCEEDING SHALL, FOR THE PURPOSE OF SUCH PROCEEDING, BE
DEEMED ELIMINATED FROM THE PROVISIONS HEREOF.
7.3.5
ANY AND ALL PROPRIETARY INFORMATION WHICH ANY SHAREHOLDER
HERETOFORE OBTAINED OR MAY HEREAFTER OBTAIN WITH RESPECT TO THE CONDUCT AND
DETAILS OF ANY PORTION OF THE SCHOENEMAN BEAUTY SUPPLY BUSINESS OR A BEAUTY
SUPPLY BUSINESS AS CONDUCTED BY THE PURCHASER, ANY AFFILIATE, OR THEIR
SUCCESSORS, SHALL BE HELD IN CONFIDENCE AND SHALL NOT BE REVEALED TO ANY
COMPETITOR OF THE SURVIVING CORPORATION OR ANY OTHER PERSON.
NO SHAREHOLDER
SHALL MAKE ANY USE OF PROPRIETARY INFORMATION, EXCEPT FOR AND ON BEHALF OF
PURCHASER OR AN AFFILIATE, OR THEIR SUCCESSORS.
"PROPRIETARY INFORMATION" SHALL
MEAN KNOWLEDGE AND INFORMATION, RELATING TO THE CORPORATION, OR ANY PORTION OF
THE SCHOENEMAN BEAUTY SUPPLY BUSINESS OR A BEAUTY SUPPLY BUSINESS AS CONDUCTED
BY THE PURCHASER, ANY AFFILIATE (INCLUDING THE SURVIVING CORPORATION) OR THEIR
SUCCESSORS, WHICH: (I) IS NOT GENERALLY AVAILABLE TO THE PUBLIC; (II) GIVES OR
MAY GIVE ANY COMPETITIVE ADVANTAGE TO THE SURVIVING CORPORATION, THE PURCHASER,
ANY AFFILIATE OR THEIR SUCCESSORS WITH RESPECT TO THE OPERATION OF ANY BEAUTY
SUPPLY BUSINESS; OR (III) IF DISCLOSED, COULD GIVE ANY ADVANTAGE TO A COMPETITOR
OF THE SURVIVING CORPORATION, THE PURCHASER, ANY AFFILIATE OR THEIR SUCCESSORS,
OR COULD OTHERWISE BE DELETERIOUS TO THE SURVIVING CORPORATION'S OR
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THE PURCHASER'S OWNERSHIP OR OPERATION OF A BEAUTY SUPPLY BUSINESS.
THE
FOREGOING OBLIGATION OF CONFIDENTIALITY SHALL NOT APPLY TO INFORMATION THAT:
(I) IS REQUIRED TO BE RELEASED PURSUANT TO A LAWFUL ORDER OF A COURT OF
COMPETENT JURISDICTION; PROVIDED THAT THE APPLICABLE SHAREHOLDER NOTIFIES THE
PURCHASER PROMPTLY OF SUCH ORDER UPON RECEIPT AND GIVES THE PURCHASER TIME TO
SEEK PROTECTION FOR SUCH PROPRIETARY INFORMATION; (II)
BECOMES GENERALLY
AVAILABLE TO THE PUBLIC WITHOUT BREACH OF THIS SECTION 7.3.5 BY A SHAREHOLDER;
(III)
BECOMES AVAILABLE FROM PERSONS WHO LAWFULLY ACQUIRED SUCH INFORMATION
WITHOUT RESTRICTION; OR (IV) THE PURCHASER AGREES IN WRITING MAY BE USED OR
DISCLOSED BY THE SHAREHOLDER.
IN ADDITION TO THE OBLIGATIONS SET FORTH IN THIS
SECTION 7.3.5, THE PARTIES SHALL ALSO HAVE CONFIDENTIALITY OBLIGATIONS SET FORTH
IN THE ESCROW CONDITION LETTER.
7.3.6
FOR A PERIOD OF THREE (3) YEARS FOLLOWING THE CLOSING, AND ALSO A
PERIOD OF ONE (1) YEAR AFTER THE DATE OF THEIR RESPECTIVE TERMINATIONS FROM
EMPLOYMENT BY THE SURVIVING CORPORATION OR ITS SUCCESSOR, THE SHAREHOLDERS WILL
NOT DIRECTLY OR INDIRECTLY, REQUEST, INDUCE, INFLUENCE OR SOLICIT ANY EMPLOYEE,
CUSTOMER, OR SUPPLIER OF THE PURCHASER OR THE SURVIVING CORPORATION OR ANY OTHER
AFFILIATE OF THE PURCHASER (INCLUDING, WITHOUT LIMITATION, ANY EMPLOYEE WHO IS
HIRED AS AN EMPLOYEE BY PURCHASER) TO TERMINATE HIS, HER OR ITS EMPLOYMENT OR
BUSINESS RELATIONSHIP WITH THE PURCHASER, THE SURVIVING CORPORATION OR OTHER
AFFILIATE.
NOTWITHSTANDING THE FOREGOING, THE PURCHASER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT WILL NOT PROHIBIT (X) SOLICITATIONS THROUGH ADVERTISING OR
OTHER PUBLICATIONS OF GENERAL CIRCULATION; (Y) THE SOLICITATION FOR HIRE OR
HIRING OF ANY PERSON WHOSE EMPLOYMENT HAS BEEN TERMINATED BY THE PURCHASER; OR
(Z) HIRING PERSONS WHO RESPOND TO A BONA FIDE ADVERTISEMENT OR