SUCH POSITION, THAT HE HAS ACCESS TO CONFIDENTIAL INFORMATION.
MR. IMBRIANI
FURTHER AGREES AND ACKNOWLEDGES THAT THE NATURE AND PERIODS OF RESTRICTIONS
IMPOSED BY THE FOLLOWING COVENANTS ARE FAIR, REASONABLE AND NECESSARY TO PROTECT
AND PRESERVE FOR THE COMPANY ITS LEGITIMATE AND PROTECTIBLE INTERESTS AND THAT
SUCH RESTRICTIONS WILL NOT PREVENT MR. IMBRIANI FROM EARNING A LIVELIHOOD.
MR.
IMBRIANI AGREES THAT THE COMPANY WOULD SUSTAIN AN IRREPARABLE LOSS AND DAMAGE IF
MR. IMBRIANI WERE TO BREACH THE COVENANTS AND THAT THE COVENANTS ARE MADE AS AN
INDUCEMENT TO ENTER, AND HAVE BEEN RELIED UPON BY THE COMPANY IN ENTERING, THIS
AGREEMENT.
B.
COVENANT TO MAINTAIN CONFIDENTIAL INFORMATION.
MR. IMBRIANI
SHALL HOLD IN A FIDUCIARY CAPACITY FOR THE BENEFIT OF THE COMPANY ALL
CONFIDENTIAL INFORMATION WHICH SHALL HAVE BEEN OBTAINED BY MR. IMBRIANI DURING
MR. IMBRIANI'S EMPLOYMENT BY THE COMPANY.
AT NO TIME DURING OR AFTER
TERMINATION OF MR. IMBRIANI'S EMPLOYMENT WITH THE COMPANY SHALL MR. IMBRIANI,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, COMMUNICATE OR DIVULGE ANY
CONFIDENTIAL INFORMATION TO ANYONE OTHER THAN THE COMPANY AND THOSE DESIGNATED
BY IT, EXCEPT TO THE EXTENT THAT (I) SUCH DISCLOSURE OR USE IS DIRECTLY RELATED
TO AND REQUIRED BY MR. IMBRIANI'S PERFORMANCE OF DUTIES ASSIGNED TO MR. IMBRIANI
BY THE COMPANY; (II) SUCH DISCLOSURE IS REQUIRED IN CONNECTION WITH ANY ACTION
BY MR. IMBRIANI TO ENFORCE RIGHTS UNDER THIS AGREEMENT OR (III) SUCH DISCLOSURE
IS REQUIRED BY A COURT OF LAW, GOVERNMENTAL AGENCY, OR BY ANY ADMINISTRATIVE OR
LEGISLATIVE BODY WITH JURISDICTION TO ORDER MR. IMBRIANI TO DIVULGE OR DISCLOSE
SUCH CONFIDENTIAL INFORMATION; PROVIDED, THAT, MR. IMBRIANI SHALL PROVIDE TEN
(10) DAYS (OR SUCH SHORTER NOTICE AS MR. IMBRIANI CAN REASONABLY PROVIDE UNDER
THE THEN CIRCUMSTANCES) PRIOR WRITTEN NOTICE TO THE COMPANY OF ANY SUCH
REQUIREMENT OR ORDER TO DISCLOSE CONFIDENTIAL INFORMATION SO THAT THE COMPANY
MAY SEEK A PROTECTIVE ORDER OR SIMILAR REMEDY; AND, PROVIDED, FURTHER, THAT, IN
EACH CASE SET FORTH ABOVE, MR. IMBRIANI INFORMS THE RECIPIENTS THAT SUCH
INFORMATION OR COMMUNICATION IS CONFIDENTIAL IN NATURE.
C.
CONFIDENTIALITY OF TRANSITION AGREEMENT.
MR. IMBRIANI
UNDERSTANDS AND AGREES HE SHALL TREAT THIS TRANSITION AGREEMENT AS CONFIDENTIAL
AND THAT HE SHALL NOT DISCLOSE OR DIVULGE THE TERMS OF THIS TRANSITION AGREEMENT
TO ANY THIRD PARTY, WITH THE EXCEPTION OF HIS IMMEDIATE FAMILY, HIS ACCOUNTANT,
BANKER OR FINANCIAL ADVISOR, HIS ATTORNEY, A SUBSEQUENT EMPLOYER (AS TO HIS
OBLIGATION UNDER THIS SECTION 4) OR THE INTERNAL REVENUE SERVICE; PROVIDED,
HOWEVER, THAT BEFORE ANY DISCLOSURE PERMITTED BY THIS SUBSECTION IS UNDERTAKEN,
MR. IMBRIANI SHALL INFORM SUCH THIRD PARTY OF THE OBLIGATION TO MAINTAIN THIS
TRANSITION AGREEMENT AS CONFIDENTIAL AS PROVIDED HEREIN AND PROVIDED FURTHER
THAT ANY PORTION DISCLOSED BY THE COMPANY SHALL NOT BE SUBJECT TO THIS
OBLIGATION.
D.
COVENANT NOT TO DISPARAGE.
THE COMPANY AND MR. IMBRIANI EACH
COVENANT AND AGREE NOT TO DISPARAGE THE OTHER AND, IN THE CASE OF THE COMPANY,
ITS AFFILIATES, OR MAKE ANY DEROGATORY STATEMENTS CONCERNING THE OTHER OR, IN
THE CASE OF THE COMPANY, ANY OF ITS OFFICERS,