OR ANY OF ITS AFFILIATES WITH WHOM THE
PARTICIPANT HAD MATERIAL CONTACT DURING THE 18 MONTH PERIOD IMMEDIATELY PRIOR TO
THE PARTICIPANT'S TERMINATION OF EMPLOYMENT TO TERMINATE OR SEVER THAT PARTY'S
RELATIONSHIP OR AFFILIATION WITH THE COMPANY OR ANY OF ITS AFFILIATES.
(E)
THE PARTICIPANT WILL NOT AT ANY TIME (WHETHER DURING OR AFTER THE
PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR ANY OF ITS AFFILIATES) (I) RETAIN
OR USE FOR THE BENEFIT, PURPOSES OR ACCOUNT OF THE PARTICIPANT OR ANY OTHER
PERSON, OR (II) DISCLOSE, DIVULGE, REVEAL, COMMUNICATE, SHARE, TRANSFER OR
PROVIDE ACCESS TO ANY PERSON OUTSIDE THE COMPANY OR ITS AFFILIATES (OTHER THAN
ITS PROFESSIONAL ADVISERS WHO ARE BOUND BY CONFIDENTIALITY OBLIGATIONS), ANY
CONFIDENTIAL INFORMATION.
UPON TERMINATION OF THE PARTICIPANT'S EMPLOYMENT WITH
THE COMPANY FOR ANY REASON, THE PARTICIPANT SHALL: (X) CEASE AND NOT THEREAFTER
COMMENCE USE OF ANY CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY (INCLUDING
WITHOUT LIMITATION, ANY PATENT, INVENTION, COPYRIGHT, TRADE SECRET, TRADEMARK,
TRADE NAME, LOGO, DOMAIN NAME OR OTHER SOURCE INDICATOR) OWNED OR USED BY THE
COMPANY OR ITS AFFILIATES; (Y) IMMEDIATELY DESTROY, DELETE, OR RETURN TO THE
COMPANY, AT THE COMPANY'S OPTION, ALL ORIGINALS AND COPIES IN ANY FORM OR MEDIUM
(INCLUDING MEMORANDA, BOOKS, PAPERS, PLANS, COMPUTER FILES, LETTERS AND OTHER
DATA) IN THE PARTICIPANT'S POSSESSION OR CONTROL (INCLUDING ANY OF THE FOREGOING
STORED OR LOCATED IN THE PARTICIPANT'S OFFICE, HOME, LAPTOP OR OTHER COMPUTER,
WHETHER OR NOT COMPANY PROPERTY) THAT CONTAIN CONFIDENTIAL INFORMATION OR
OTHERWISE RELATE TO THE BUSINESS OF THE COMPANY, ITS AFFILIATES, EXCEPT THAT THE
PARTICIPANT MAY RETAIN ONLY THOSE PORTIONS OF ANY PERSONAL NOTES, NOTEBOOKS AND
DIARIES THAT DO NOT CONTAIN ANY CONFIDENTIAL INFORMATION; AND (Z) NOTIFY AND
FULLY COOPERATE WITH THE COMPANY (AT THE COMPANY'S EXPENSE) REGARDING THE
DELIVERY OR DESTRUCTION OF ANY OTHER CONFIDENTIAL INFORMATION OF WHICH THE
PARTICIPANT IS OR BECOMES AWARE.
NOTWITHSTANDING THE FOREGOING, THE
NON-DISCLOSURE AND NON-USE COVENANTS IN THIS PARAGRAPH SHALL CEASE TO APPLY
THREE YEARS AFTER THE PARTICIPANT'S TERMINATION OF EMPLOYMENT WITH RESPECT TO
ANY CONFIDENTIAL INFORMATION THAT DOES NOT MEET THE DEFINITION OF "TRADE SECRET"
UNDER GEORGIA LAW.
(F)
ALTHOUGH THE PARTICIPANT AND THE COMPANY CONSIDER THE
RESTRICTIONS CONTAINED IN THIS SECTION 2.3 TO BE REASONABLE, IF A FINAL JUDICIAL
DETERMINATION IS MADE BY A COURT OF COMPETENT JURISDICTION THAT THE TIME OR
TERRITORY OR ANY OTHER RESTRICTION CONTAINED IN THIS SECTION 2.3 IS AN
UNENFORCEABLE RESTRICTION AGAINST THE PARTICIPANT, THE PROVISIONS OF THIS
SECTION 2.3 SHALL NOT BE RENDERED VOID BUT SHALL BE DEEMED AMENDED TO APPLY AS
TO SUCH MAXIMUM TIME AND TERRITORY AND TO SUCH MAXIMUM EXTENT AS SUCH COURT MAY
JUDICIALLY DETERMINE OR INDICATE TO BE ENFORCEABLE, AND THE PARTIES AUTHORIZE
ANY COURT REACHING A DETERMINATION THAT THE COVENANTS ARE UNENFORCEABLE TO
PARTIALLY ENFORCE OR "BLUE PENCIL" THOSE COVENANTS SO THAT THEY ARE ENFORCED TO
AN EXTENT THAT COMPLIES WITH APPLICABLE LAW.
ALTERNATIVELY, IF ANY COURT OF
COMPETENT JURISDICTION FINDS THAT ANY RESTRICTION CONTAINED IN THIS SECTION 2.3
IS UNENFORCEABLE, AND SUCH RESTRICTION CANNOT BE AMENDED SO AS TO MAKE