OF THE COMPANY WHICH IS NOT KNOWN
GENERALLY BY AND READILY ACCESSIBLE TO THE PUBLIC. FOR PURPOSES HEREOF,
"CONFIDENTIAL AND/OR PROPRIETARY INFORMATION" DOES NOT INCLUDE, AND THERE SHALL
BE NO OBLIGATION HEREUNDER WITH RESPECT TO (I) INFORMATION KNOWN BY EMPLOYEE
PRIOR TO HIS EMPLOYMENT BY THE COMPANY AND (II) INFORMATION THAT IS OR BECOMES
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY
EMPLOYEE IN VIOLATION OF THE TERMS OF THIS AGREEMENT.
(B)
WITH REGARD TO THE CONFIDENTIAL AND/OR PROPRIETARY INFORMATION
AS DESCRIBED IN SECTION 4.1(A), EMPLOYEE AGREES THAT DURING HIS EMPLOYMENT HE
WILL SAFEGUARD THE PRIVACY OF THE CONFIDENTIAL AND/OR PROPRIETARY INFORMATION
AND WILL USE AND/OR DISCLOSE THIS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION
ONLY AS NECESSARY TO FURTHER THE COMPANY'S BUSINESS INTERESTS. AFTER EMPLOYEE'S
EMPLOYMENT HAS ENDED, REGARDLESS OF THE REASON AND WHETHER INITIATED BY THE
COMPANY OR BY EMPLOYEE, EMPLOYEE WILL NOT USE AND/OR DISCLOSE THE COMPANY'S
CONFIDENTIAL AND/OR PROPRIETARY INFORMATION AT ANY TIME, AT ANY PLACE, FOR ANY
REASON EXCEPT AS REQUIRED BY LAW.
IN THE EVENT EMPLOYEE IS REQUIRED TO DISCLOSE
ANY CONFIDENTIAL AND/OR PROPRIETARY INFORMATION BY ORDER OF ANY COURT OF
COMPETENT JURISDICTION OR OTHER GOVERNMENTAL AUTHORITY OR IS OTHERWISE LEGALLY
REQUIRED TO DO SO, EMPLOYEE SHALL TIMELY INFORM THE COMPANY'S GENERAL COUNSEL OF
ALL SUCH LEGAL OR GOVERNMENTAL PROCEEDINGS SO THAT THE COMPANY MAY ATTEMPT BY
APPROPRIATE LEGAL MEANS TO LIMIT SUCH DISCLOSURE.
(C)
UPON EMPLOYEE'S SEPARATION FROM THE COMPANY, REGARDLESS OF THE
REASON AND WHETHER INITIATED BY THE COMPANY OR BY EMPLOYEE, EMPLOYEE WILL RETURN
TO THE COMPANY, RETAINING NO COPIES, ANY AND ALL FILES, RECORDS, CORRESPONDENCE
(OTHER THAN PERSONAL CORRESPONDENCE), DOCUMENTS, DRAWINGS AND SPECIFICATIONS,
WHICH RELATE TO OR REFLECT THE COMPANY'S BUSINESS OPERATIONS, CUSTOMERS,
PROSPECTIVE CUSTOMERS, EMPLOYEES, SUPPLIERS, VENDORS, ETC., REGARDLESS OF WHERE
SUCH ITEMS WERE KEPT OR PREPARED.
SECTION 5.
INJUNCTIVE AND OTHER RELIEF.
5.1
EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF SECTIONS
3.7 AND 4 ARE REASONABLE WITH RESPECT TO THEIR DURATION, SCOPE AND GEOGRAPHICAL
AREA.
IN PARTICULAR, EMPLOYEE ACKNOWLEDGES THAT THE GEOGRAPHIC SCOPE OF THE
COMPANY'S BUSINESS MAKES REASONABLE THE GEOGRAPHIC RESTRICTIONS OF THIS
AGREEMENT.
IF, AT THE TIME OF ENFORCEMENT OF ANY OF THE PROVISIONS OF SECTIONS
3.7 AND/OR 4, A COURT HOLDS THAT THE RESTRICTIONS THEREIN EXCEED THOSE ALLOWED
BY APPLICABLE LAW, THEN SUCH COURT WILL BE REQUESTED BY THE COMPANY, EMPLOYEE
AND ALL OTHER RELEVANT PARTIES TO ENFORCE THE PROVISIONS IN SECTIONS 3.7 AND 4
TO THE BROADEST EXTENT POSSIBLE UNDER APPLICABLE LAW AND SECTIONS 3.7 AND 4
SHALL BE DEEMED TO HAVE BEEN SO MODIFIED.
5.2
EMPLOYEE AGREES THAT IF EMPLOYEE BREACHES OR THREATENS TO BREACH
ANY OF THE PROVISIONS OF SECTIONS 3.7 AND/OR 4, THE COMPANY WILL HAVE AVAILABLE,
IN ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO SEEK INJUNCTIVE
AND EQUITABLE RELIEF OF ANY TYPE FROM A COURT OF COMPETENT JURISDICTION,
INCLUDING BUT NOT LIMITED TO, THE RIGHT TO SEEK AN ORDER RESTRAINING SUCH BREACH
OR THREATENED BREACH AND TO SPECIFIC PERFORMANCE OF ANY