OR
AFFECTING CREDITORS' RIGHTS AND TO GENERAL EQUITABLE PRINCIPLES, AND ASSUMING
FOR THESE PURPOSES THAT THE EXECUTIVE'S REPRESENTATION IN THIS SECTION 7 IS TRUE
AND CORRECT).
8.
Executive's Covenants.
(A)
CONFIDENTIALITY.
THE EXECUTIVE AGREES AND UNDERSTANDS THAT THE
EXECUTIVE HAS BEEN, AND IN THE EXECUTIVE'S POSITION WITH THE COMPANY THE
EXECUTIVE WILL BE, EXPOSED TO AND RECEIVE INFORMATION RELATING TO THE
CONFIDENTIAL AFFAIRS OF THE COMPANY AFFILIATED GROUP, INCLUDING WITHOUT
LIMITATION TECHNICAL INFORMATION, BUSINESS AND MARKETING PLANS, STRATEGIES,
CUSTOMER (OR POTENTIAL CUSTOMER) INFORMATION, OTHER INFORMATION CONCERNING THE
PRODUCTS, PROMOTIONS, DEVELOPMENT, FINANCING, PRICING, TECHNOLOGY, INVENTIONS,
EXPANSION PLANS, BUSINESS POLICIES AND PRACTICES OF THE COMPANY AFFILIATED
GROUP, WHETHER OR NOT REDUCED TO TANGIBLE FORM, AND OTHER FORMS OF INFORMATION
CONSIDERED BY THE COMPANY AFFILIATED GROUP TO BE CONFIDENTIAL AND IN THE NATURE
OF TRADE SECRETS.
THE EXECUTIVE WILL NOT KNOWINGLY DISCLOSE SUCH INFORMATION,
EITHER DIRECTLY OR INDIRECTLY, TO ANY PERSON OR ENTITY OUTSIDE THE COMPANY
AFFILIATED GROUP WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY; PROVIDED,
HOWEVER, THAT (I) THE EXECUTIVE SHALL HAVE NO OBLIGATION UNDER THIS SECTION 8(A)
WITH RESPECT TO ANY INFORMATION THAT IS OR BECOMES PUBLICLY KNOWN OTHER THAN AS
A RESULT OF THE EXECUTIVE'S BREACH OF THE EXECUTIVE'S OBLIGATIONS HEREUNDER AND
(II) THE EXECUTIVE MAY (X) DISCLOSE SUCH INFORMATION TO THE EXTENT HE DETERMINES
THAT SO DOING IS REASONABLE OR APPROPRIATE IN THE PERFORMANCE OF THE EXECUTIVE'S
DUTIES OR, (Y) AFTER GIVING PRIOR NOTICE TO THE COMPANY TO THE EXTENT
PRACTICABLE, UNDER THE CIRCUMSTANCES, DISCLOSE SUCH INFORMATION TO THE EXTENT
REQUIRED BY APPLICABLE LAWS OR GOVERNMENTAL REGULATIONS OR BY JUDICIAL OR
REGULATORY PROCESS.
THE EXECUTIVE SHALL COMPLY WITH THE COMPANY'S DATA
PROTECTION POLICIES.
UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT, THE
EXECUTIVE SHALL PROMPTLY SUPPLY TO THE COMPANY ALL PROPERTY, KEYS, NOTES,
MEMORANDA, WRITINGS, LISTS, FILES, REPORTS, CUSTOMER LISTS, CORRESPONDENCE,
TAPES, DISKS, CARDS, SURVEYS, MAPS, LOGS, MACHINES, TECHNICAL DATA AND ANY OTHER
TANGIBLE PRODUCT OR DOCUMENT WHICH HAS BEEN PRODUCED BY, RECEIVED
BY OR OTHERWISE SUBMITTED TO THE EXECUTIVE IN THE COURSE OF OR OTHERWISE IN
CONNECTION WITH THE EXECUTIVE'S SERVICES TO THE COMPANY AFFILIATED GROUP DURING
OR PRIOR TO THE EMPLOYMENT TERM.
(B)
NON-COMPETITION AND NON-SOLICITATION. DURING THE PERIOD COMMENCING
UPON THE EFFECTIVE DATE AND ENDING ON THE ONE-YEAR ANNIVERSARY OF THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE SHALL
NOT, AS AN EMPLOYEE, EMPLOYER, STOCKHOLDER, OFFICER, DIRECTOR, PARTNER,
COLLEAGUE, CONSULTANT OR OTHER INDEPENDENT CONTRACTOR, ADVISOR, PROPRIETOR,
LENDER, OR IN ANY OTHER MANNER OR CAPACITY (OTHER THAN WITH RESPECT TO THE
EXECUTIVE'S SERVICES TO THE COMPANY AFFILIATED GROUP), DIRECTLY OR INDIRECTLY:
(I)
PERFORM SERVICES FOR, OR OTHERWISE HAVE ANY INVOLVEMENT WITH, A
BUSINESS UNIT OF A PERSON, WHERE SUCH BUSINESS UNIT COMPETES DIRECTLY OR
INDIRECTLY WITH ANY MEMBER OF THE COMPANY AFFILIATED GROUP BY (X) OWNING OR
OPERATING BROADBAND OR MOBILE COMMUNICATIONS NETWORKS FOR TELEPHONE, MOBILE
TELEPHONE, CABLE TELEVISION OR INTERNET SERVICES, (Y) PROVIDING MOBILE
TELEPHONE, FIXED LINE TELEPHONE, TELEVISION OR INTERNET SERVICES OR (Z) OWNING,
OPERATING OR PROVIDING ANY CONTENT-GENERATION SERVICES OR