EXECUTIVE'S OWN BENEFIT OR GAIN, ANY TRADE
SECRETS OR CONFIDENTIAL INFORMATION OBTAINED BY THE EXECUTIVE INCIDENT TO THE
EXECUTIVE'S EMPLOYMENT OR OTHER ASSOCIATION WITH THE COMPANY OR ANY OF ITS
AFFILIATES.
(B)
FOR PURPOSES OF THIS AGREEMENT, "TRADE SECRETS MEAN ALL
INFORMATION THAT CONSTITUTES A TRADE SECRET WITHIN THE MEANING OF THE GEORGIA
TRADE SECRETS ACT, AS AMENDED (THE "GEORGIA ACT").
UNDER THE GEORGIA ACT, A
TRADE SECRET IS DEFINED AS:
"INFORMATION WITHOUT REGARD TO FORM, INCLUDING, BUT
NOT LIMITED TO, TECHNICAL OR NON-TECHNICAL DATA, A FORMULA, A PATTERN, A
COMPILATION, A PROGRAM, A DEVICE, A METHOD, A TECHNIQUE, A DRAWING, A PROCESS,
FINANCIAL DATA, FINANCIAL PLANS, PRODUCT PLANS, OR A LIST OF ACTUAL OR POTENTIAL
CUSTOMERS OR SUPPLIERS WHICH IS NOT COMMONLY KNOWN BY OR AVAILABLE TO THE PUBLIC
AND WHICH INFORMATION:
(I) DERIVES ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM
NOT BEING GENERALLY KNOWN TO, AND NOT BEING READILY ASCERTAINABLE BY PROPER
MEANS BY, OTHER PERSONS WHO CAN OBTAIN ECONOMIC VALUE
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from its disclosure or use; and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy."
(C)
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL INFORMATION" MEANS
ANY AND ALL INFORMATION OF THE COMPANY AND ITS AFFILIATES OTHER THAN TRADE
SECRETS THAT IS NOT GENERALLY KNOWN BY OTHERS WITH WHOM THEY COMPETE OR DO
BUSINESS, OR WITH WHOM THEY PLAN TO COMPETE OR DO BUSINESS AND ANY AND ALL
INFORMATION, NOT PUBLICLY KNOWN, WHICH, IF DISCLOSED BY THE COMPANY OR ITS
AFFILIATES WOULD ASSIST IN COMPETITION AGAINST THEM.
CONFIDENTIAL INFORMATION
INCLUDES WITHOUT LIMITATION SUCH INFORMATION RELATING TO (I) THE DEVELOPMENT,
RESEARCH, TESTING, MANUFACTURING, MARKETING AND FINANCIAL ACTIVITIES OF THE
COMPANY AND ITS AFFILIATES, (II) THE PRODUCTS, (III) THE COSTS, SOURCES OF
SUPPLY, FINANCIAL PERFORMANCE AND STRATEGIC PLANS OF THE COMPANY AND ITS
AFFILIATES, (IV) THE IDENTITY AND SPECIAL NEEDS OF THE CUSTOMERS OF THE COMPANY
AND ITS AFFILIATES AND (V) THE PEOPLE AND ORGANIZATIONS WITH WHOM THE COMPANY
AND ITS AFFILIATES HAVE BUSINESS RELATIONSHIPS AND THOSE RELATIONSHIPS.
CONFIDENTIAL INFORMATION ALSO INCLUDES COMPARABLE INFORMATION THAT THE COMPANY
OR ANY OF ITS AFFILIATES HAVE RECEIVED BELONGING TO OTHERS OR WHICH WAS RECEIVED
BY THE COMPANY OR ANY OF ITS AFFILIATES WITH ANY UNDERSTANDING THAT IT WOULD NOT
BE DISCLOSED.
(D)
THE FOREGOING OBLIGATIONS DO NOT APPLY TO THE EXTENT THAT THE
CONFIDENTIAL INFORMATION IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC THROUGH
NO FAULT OF THE EXECUTIVE.
THE EXECUTIVE UNDERSTANDS AND AGREES THAT THE
EXECUTIVE'S OBLIGATIONS UNDER THIS AGREEMENT WITH REGARD TO TRADE SECRETS SHALL
REMAIN IN EFFECT FOR AS LONG AS SUCH INFORMATION SHALL REMAIN A TRADE SECRET
UNDER APPLICABLE LAW.
THE EXECUTIVE ACKNOWLEDGE THAT THE EXECUTIVE'S
OBLIGATIONS WITH REGARD TO THE CONFIDENTIAL INFORMATION SHALL REMAIN IN EFFECT
WHILE EMPLOYED OR RETAINED BY THE COMPANY AND FOR THREE (3) YEARS AFTER THE
TERMINATION OF EMPLOYMENT, REGARDLESS OF THE REASON FOR SUCH TERMINATION.
(E)
ALL DOCUMENTS, RECORDS, TAPES AND OTHER MEDIA OF EVERY KIND AND
DESCRIPTION RELATING TO THE BUSINESS, PRESENT OR OTHERWISE, OF