TO ANY
COMPENSATION OR DAMAGES FROM THE COMPANY FOR BREACH OF CONTRACT.
(E)
CONSULTANT ACKNOWLEDGES THAT IN THE EVENT OF TERMINATION OF
CONSULTANT'S ENGAGEMENT FOR ANY REASON, CONSULTANT SHALL NOT BE ENTITLED TO ANY
SEVERANCE OR OTHER COMPENSATION FROM THE COMPANY EXCEPT AS SPECIFICALLY PROVIDED
IN THIS SECTION 5. WITHOUT LIMITATION ON THE GENERALITY OF THE FOREGOING, THIS
SECTION SUPERSEDES ANY PLAN OR POLICY OF THE COMPANY THAT PROVIDES FOR SEVERANCE
TO ITS OFFICERS OR CONSULTANT, AND CONSULTANT SHALL NOT BE ENTITLED TO ANY
BENEFITS UNDER ANY SUCH PLAN OR POLICY.
6.
CONFIDENTIALITY; NON-COMPETITION.
(A)
NEITHER CONSULTANT NOR GALLIERS-PRATT SHALL, DIRECTLY OR
INDIRECTLY, AT ANY TIME (WHETHER DURING THE TERM OR THEREAFTER), DISCLOSE ANY
CONFIDENTIAL INFORMATION (DEFINED BELOW) TO ANY PERSON, ASSOCIATION, OR OTHER
ENTITY (OTHER THAN THE AFFILIATED COMPANIES, AS DEFINED BELOW), OR USE, OR
PERMIT OR ASSIST ANY PERSON, ASSOCIATION, OR OTHER ENTITY (OTHER THAN AN
AFFILIATED COMPANY) TO USE, ANY CONFIDENTIAL INFORMATION, EXCEPTING ONLY:
(I) CONFIDENTIAL INFORMATION WHICH (A) IS THEN GENERALLY AVAILABLE TO OR
OBTAINABLE BY THE PUBLIC AND WHICH DID NOT BECOME SO AVAILABLE OR OBTAINABLE
THROUGH THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY CONSULTANT OR
GALLIERS-PRATT, OR (B) IS OBTAINED BY CONSULTANT OR GALLIERS-PRATT ON A
NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN AN AFFILIATED COMPANY OR ANY
AGENT OR OTHER REPRESENTATIVE OF AN AFFILIATED COMPANY AND SUCH SOURCE HAD THE
RIGHT TO DISCLOSE SUCH
5
Confidential Information to Consultant or Galliers-Pratt without violating any
legal, contractual, fiduciary, or other obligation; and (ii) disclosures
required by applicable law.
(B)
UPON TERMINATION OF CONSULTANT'S ENGAGEMENT UNDER THIS AGREEMENT
FOR ANY REASON, CONSULTANT AND GALLIERS-PRATT SHALL IMMEDIATELY DELIVER TO THE
COMPANY ALL DOCUMENTS AND OTHER MATERIALS CONTAINING ANY CONFIDENTIAL
INFORMATION WHICH ARE IN HIS POSSESSION OR UNDER HIS CONTROL.
(C)
DURING THE RESTRICTED PERIOD (DEFINED BELOW), NEITHER CONSULTANT
NOR GALLIERS-PRATT SHALL, DIRECTLY OR INDIRECTLY (WHETHER INDIVIDUALLY OR AS A
SHAREHOLDER OR OTHER OWNER, PARTNER, MEMBER, DIRECTOR, OFFICER, EMPLOYEE,
CONSULTANT, CREDITOR OR AGENT OF ANY PERSON, ASSOCIATION, OR OTHER ENTITY):
(I)
ENTER INTO, ENGAGE IN, OR PROMOTE OR
ASSIST (FINANCIALLY OR OTHERWISE), DIRECTLY OR INDIRECTLY, ANY BUSINESS WHICH
COMPETES WITH THE BUSINESS OF ANY AFFILIATED COMPANY (THE "BUSINESS"), PROVIDED
THAT THE FOREGOING SHALL NOT PRECLUDE CONSULTANT OR GALLIERS-PRATT FROM OWNING
LESS THAN 1% OF THE OUTSTANDING CAPITAL STOCK OF ANY CORPORATION WHOSE SHARES
ARE PUBLICLY TRADED ON A NATIONAL SECURITIES EXCHANGE OR SYSTEM;
(II)
SOLICIT OR ATTEMPT TO SOLICIT BUSINESS IN
COMPETITION WITH THE BUSINESS FROM ANY PERSON OR ENTITY (IN ANY SUCH CASE, A
"RESTRICTED COMPANY"), OR INTERFERE OR ATTEMPT TO INTERFERE WITH ANY
RELATIONSHIP OF ANY AFFILIATED COMPANY WITH ANY RESTRICTED COMPANY;
(III)
INDUCE OR ENCOURAGE ANY EMPLOYEE, OFFICER,
DIRECTOR, AGENT, SUPPLIER, OR INDEPENDENT CONTRACTOR OF ANY AFFILIATED COMPANY
TO TERMINATE ITS RELATIONSHIP WITH ANY SUCH AFFILIATED COMPANY, OR OTHERWISE
INTERFERE OR ATTEMPT TO INTERFERE IN ANY WAY WITH ANY AFFILIATED COMPANY'S
RELATIONSHIPS WITH ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUPPLIERS,
INDEPENDENT CONTRACTORS, OR OTHERS;
(IV)
EMPLOY OR ENGAGE ANY PERSON WHO, AT