THE TERMS OF ANY AGREEMENT OR UNDERSTANDING BETWEEN SUCH
EMPLOYEE, CONSULTANT, CONTRACTOR OR OTHER PERSON AND THE BUYER, ITS AFFILIATES
OR THE COMPANY, OR (II) EMPLOY ANY PERSON WHO AS OF THE DATE OF THIS AGREEMENT
IS, OR DURING THE RESTRICTED PERIOD IS OR WAS (OTHER THAN ANY PERSON WHO SHALL
HAVE RESPONDED TO AN ADVERTISEMENT OR OTHER GENERAL SOLICITATION DURING THE
RESTRICTED PERIOD), AN EMPLOYEE OF THE BUYER, ITS AFFILIATES OR THE COMPANY OR
(III) SOLICIT, DIVERT, APPROPRIATE OR INDUCE OR ATTEMPT TO SOLICIT, DIVERT,
APPROPRIATE OR INDUCE, DIRECTLY OR INDIRECTLY, ANY CUSTOMER, SUPPLIER,
DISTRIBUTOR, LICENSEE OR OTHER BUSINESS RELATION OF THE BUYER, ITS AFFILIATES OR
THE COMPANY TO CEASE DOING BUSINESS WITH THE BUYER, ITS
2
AFFILIATES OR THE COMPANY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN
ANY SUCH CUSTOMER, SUPPLIER, DISTRIBUTOR, LICENSEE OR BUSINESS RELATION AND THE
BUYER, ITS AFFILIATES OR THE COMPANY.
3.
NONDISPARAGEMENT.
FOR A PERIOD OF FOUR (4) YEARS, FROM THE DATE
OF THIS AGREEMENT, NEITHER SELLER NOR ANY OFFICERS OR DIRECTORS OF THE BUYER
SHALL SAY, PUBLISH OR CAUSE TO BE PUBLISHED OR DO ANYTHING THAT CASTS ANY OTHER
PARTY HERETO IN AN UNFAVORABLE LIGHT, OR DISPARAGE OR INJURE ANY OTHER PARTY'S
GOODWILL, BUSINESS REPUTATION OR RELATIONSHIP WITH EXISTING OR POTENTIAL
SUPPLIERS, VENDORS, CUSTOMERS, EMPLOYEES, CONTRACTORS, INVESTORS OR THE
FINANCIAL COMMUNITY IN GENERAL, OR THE GOODWILL OR BUSINESS REPUTATION OF SUCH
PARTY, UNLESS THE FURNISHING OF SUCH INFORMATION IS REQUIRED BY LAW, IN WHICH
CASE EACH PARTY MAY MAKE SUCH DISCLOSURE ONLY TO THE EXTENT NECESSARY, IN THE
OPINION OF COUNSEL FOR SUCH PARTY, TO COMPLY WITH SUCH LEGAL REQUIREMENT.
IN
THE EVENT THAT A PARTY IS REQUIRED BY LAW TO DISCLOSE ANY INFORMATION PURSUANT
TO SUCH LEGAL REQUIREMENT, SUCH PARTY WILL, AS PROMPTLY AS POSSIBLE AND IN ANY
EVENT PRIOR TO THE MAKING OF SUCH DISCLOSURE, NOTIFY THE OTHER PARTY OF ANY SUCH
REQUIREMENT AND WILL COOPERATE WITH SUCH OTHER PARTY IN SEEKING A PROTECTIVE
ORDER OR OTHER MEANS OF PROTECTING THE CONFIDENTIALITY OF ANY SUCH INFORMATION.
NOTHING IN THIS SECTION 3 SHALL BE DEEMED TO PROHIBIT THE OTHER PARTY FROM
PURSUING CLAIMS FOR A BREACH OF THIS AGREEMENT, THE PURCHASE AGREEMENT OR ANY
RELATED DOCUMENT.
4.
NONDISCLOSURE.
FOR THE PURPOSE OF THIS AGREEMENT, "TRADE
SECRETS" MEANS INFORMATION OR DATA OF OR ABOUT THE BUYER, ITS AFFILIATES OR THE
COMPANY, INCLUDING BUT NOT LIMITED TO TECHNICAL OR NON-TECHNICAL DATA, FORMULAS,
PATTERNS, COMPILATIONS, PROGRAMS, DEVICES, METHODS, BUSINESS FORMS, TECHNIQUES,
DRAWINGS, PROCESSES, PRICING INFORMATION, FINANCIAL DATA, FINANCIAL PLANS,
PRODUCTS PLANS, OR LISTS OF ACTUAL OR POTENTIAL CUSTOMERS, CLIENTS, DISTRIBUTEES
OR LICENSEES, REFERRAL SOURCES, INFORMATION OF THE BUYER, ITS AFFILIATES OR THE
COMPANY CONCERNING FINANCES, SERVICES, STAFF, CONTEMPLATED ACQUISITIONS,
MARKETING INVESTIGATIONS AND SURVEYS THAT ARE NOT GENERALLY KNOWN TO, OR ARE NOT
READILY ASCERTAINABLE BY PROPER MEANS BY, OTHER PERSONS.
FOR THE PURPOSE OF
THIS AGREEMENT, "NON-PUBLIC INFORMATION" MEANS ANY CONFIDENTIAL, PROPRIETARY
BUSINESS INFORMATION OR DATA BELONGING TO OR PERTAINING TO THE BUYER, ITS
AFFILIATES OR THE COMPANY THAT DOES NOT CONSTITUTE