IN CONSIDERATION FOR SUCH ASSIGNMENT.
9.
CONFIDENTIAL INFORMATION.
FOR THE
PURPOSES HEREOF, THE TERM "CONFIDENTIAL INFORMATION" MEANS INFORMATION:
(A) DISCLOSED TO OR ACTUALLY KNOWN BY DAK, (B) NOT GENERALLY KNOWN OUTSIDE NTIC,
AND (C) THAT RELATES TO THE BUSINESS OF NTIC OR ANY OF ITS AFFILIATES (INCLUDING
ANY JOINT VENTURE).
THE PARTIES AGREE THAT CONFIDENTIAL INFORMATION INCLUDES,
BUT IS NOT LIMITED TO, THE PRODUCTS AND SERVICES OF NTIC OR ANY OF ITS
AFFILIATES (INCLUDING ANY JOINT VENTURE), ALL OF NTIC'S TECHNOLOGY AND OTHER
TECHNICAL INFORMATION SUCH AS DESIGNS, TRADE SECRETS, KNOW-HOW, METHODS AND
MATERIALS, ALL MARKETING INFORMATION, BUSINESS STRATEGIES, PRICING INFORMATION,
CUSTOMER LISTS, AND SO FORTH.
DAK RECOGNIZES AND ACKNOWLEDGES THAT NTIC
DEVELOPS CONFIDENTIAL INFORMATION, THAT DAK MAY DEVELOP CONFIDENTIAL INFORMATION
FOR NTIC, AND THAT DAK HAS PREVIOUSLY LEARNED OF AND WILL CONTINUE TO LEARN OF
THE CONFIDENTIAL INFORMATION.
DAK AND NTIC FURTHER RECOGNIZE AND ACKNOWLEDGE
THAT CONFIDENTIAL
INFORMATION IS A VALUABLE, SPECIAL AND UNIQUE ASSET OF NTIC AND IS THE SOLE
PROPERTY OF NTIC.
AS A RESULT, BOTH DURING THE TERM OF THIS AGREEMENT AND
THEREAFTER, DAK SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF NTIC, FOR ANY
REASON, EITHER DIRECTLY OR INDIRECTLY, DIVULGE TO ANY THIRD PARTY OR USE FOR
THEIR OWN BENEFIT, OR FOR ANY OTHER PURPOSE OTHER THAN THE EXCLUSIVE BENEFIT OF
NTIC, ANY CONFIDENTIAL INFORMATION.
10.
NON-COMPETITION/NON-SOLICITATION.
(A)
EACH OF DONALD A. KUBIK AND DAK ACKNOWLEDGE
THAT NTIC DEVOTES SUBSTANTIAL RESOURCES TO DEVELOP ITS BUSINESS AND ITS
PRACTICES, METHODS, TRADE SECRETS, KNOW-HOW, SERVICES, PRODUCTS AND CUSTOMERS.
EACH OF DONALD A. KUBIK, DAK AND NTIC FURTHER ACKNOWLEDGE THAT NTIC WOULD BE
UNFAIRLY AND IRREPARABLY HARMED IF DONALD A. KUBIK AND/OR DAK COMPETES WITH
NTIC.
THEREFORE, EACH OF DONALD A. KUBIK AND DAK AGREE THAT DURING THE TERM OF
THIS AGREEMENT AND FOR A PERIOD OF THREE (3) YEARS THEREAFTER, EACH OF DONALD A.
KUBIK AND DAK SHALL NOT, DIRECTLY OR INDIRECTLY, WHETHER ALONE OR IN ASSOCIATION
WITH OTHERS, WHETHER AS PRINCIPAL, AGENT, PARTNER, MEMBER, MANAGER OR IN ANY
OTHER CAPACITY:
(A) COMPETE WITH NTIC OR ITS AFFILIATES (INCLUDING ANY JOINT
VENTURE) IN ANY GEOGRAPHIC MARKET IN WHICH IT HAS DONE BUSINESS DURING THE TERM
OF THIS AGREEMENT, (B) CAUSE OR SEEK TO CAUSE ANY CLIENT, CUSTOMER, OR SUPPLIER
OF NTIC OR ANY OF ITS AFFILIATES (INCLUDING ANY JOINT VENTURE) TO CEASE OR ALTER
ITS, OR NOT ENTER INTO A, RELATIONSHIP WITH NTIC OR A NTIC AFFILIATE, OR
(C) CAUSE OR SEEK TO CAUSE ANY EMPLOYEE, AGENT, OR CONTRACTOR OF NTIC OR ANY OF
ITS AFFILIATES (INCLUDING ANY JOINT VENTURE) TO CEASE OR ALTER SUCH EMPLOYEE'S,
AGENT'S OR CONTRACTOR'S RELATIONSHIP WITH NTIC OR ITS AFFILIATE.
THE RESTRICTED
PERIOD SET FORTH IN THE PRECEDING SENTENCE WILL BE EXTENDED FOR A PERIOD EQUAL
TO THE DURATION OF ANY BREACH OF THE PRECEDING RESTRICTIVE COVENANTS.
NTIC
RECOGNIZES DAK'S RIGHT TO EARN A LIVING.
CONSEQUENTLY, SHOULD THE CLOSING SALE
PRICE OF NTIC'S COMMON STOCK DROP TO $2.00 PER SHARE (AS REPORTED ON THE NASDAQ
STOCK MARKET OR SUCH OTHER PRINCIPAL