BETWEEN THE PARTIES, AND THAT NEITHER THEY NOR THEIR
COUNSEL WILL REVEAL OR DISCLOSE EITHER THE TERMS OR THE SUBSTANCE OF THIS
AGREEMENT TO ANY OTHER PERSON, EXCEPT AS REQUIRED BY SECURITIES LAWS, SUBPOENA,
COURT ORDER, OTHER LEGAL PROCESS, OR OFFICIAL INQUIRY OF A FEDERAL, STATE OR
LOCAL TAXING AUTHORITY, OR OTHER GOVERNMENTAL AGENCY WITH A LEGITIMATE LEGAL
RIGHT TO KNOW THE TERMS OR SUBSTANCE OF THIS AGREEMENT, AND FURTHER THAT COMPANY
MAY REVEAL THE EXISTENCE AND TERMS OF THIS AGREEMENT TO ANY GOVERNMENT AGENCY OR
STAFF.
THIS RESTRICTION APPLIES TO ANY MEMBERS OF THE PUBLIC, AND TO ANY
CURRENT, FUTURE OR FORMER EMPLOYEES OF ANY COMPANY ENTITY.
IF DISCLOSURE IS
COMPELLED OF MILLER BY SUBPOENA, COURT ORDER OR OTHER LEGAL PROCESS, OR AS
OTHERWISE REQUIRED BY LAW, MILLER AGREES TO NOTIFY COMPANY AS SOON AS NOTICE OF
SUCH PROCESS IS RECEIVED AND BEFORE DISCLOSURE TAKES PLACE. NOTWITHSTANDING
THESE PROVISIONS, MILLER AND HIS REPRESENTATIVES AND OTHER AGENTS MAY DISCLOSE
TO ANY AND ALL PERSONS THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF THE
TRANSACTION DESCRIBED IN THIS AGREEMENT (THE "TAX TREATMENT") AND ANY FACT, OR
THE CONTENT OF ANY VERBAL DISCUSSION, THAT MAY BE RELEVANT TO UNDERSTANDING THE
TAX TREATMENT AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO MILLER RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE, EXCEPT WHERE CONFIDENTIALITY IS REASONABLY NECESSARY TO COMPLY WITH
SECURITIES LAWS.
MILLER MAY FURTHER DISCLOSE THE TERMS OF THIS AGREEMENT TO
MEMBERS OF MILLER'S IMMEDIATE FAMILY, MILLER'S ACCOUNTANT OR FINANCIAL ADVISOR,
AND MILLER'S ATTORNEY UPON THEIR AGREEMENT TO MAINTAIN THIS AGREEMENT IN STRICT
CONFIDENCE, AS SET FORTH IN THIS SUBSECTION.
MILLER MAY ALSO DISCLOSE THE
CONTENTS OF ANY OR ALL OF SECTION III OF THIS AGREEMENT TO PROSPECTIVE OR
SUBSEQUENT EMPLOYERS WHO HAVE A LEGITIMATE BUSINESS INTEREST IN KNOWING OF THESE
COVENANTS, UPON THEIR AGREEMENT TO MAINTAIN THIS AGREEMENT IN STRICT CONFIDENCE,
AS SET FORTH IN THIS SUBSECTION.
FURTHER, NOTHING IN THIS SUBSECTION LIMITS
COMPANY'S ABILITY TO DISCLOSE THE INFORMATION INTERNALLY OR EXTERNALLY TO THOSE
PERSONS WITH A LEGITIMATE BUSINESS REASON TO HAVE ACCESS TO THE INFORMATION.
D.
CONFIDENTIAL INFORMATION.
MILLER
ACKNOWLEDGES THAT HE HAS HAD ACCESS TO CONFIDENTIAL AND PROPRIETARY BUSINESS
INFORMATION OF COMPANY ENTITIES ("CONFIDENTIAL INFORMATION").
FOR ALL TIME,
MILLER AGREES THAT HE SHALL NOT, WITHOUT THE PROPER WRITTEN AUTHORIZATION OF
COMPANY, DIRECTLY OR INDIRECTLY USE, DIVULGE, FURNISH OR MAKE ACCESSIBLE TO ANY
PERSON ANY CONFIDENTIAL INFORMATION, BUT INSTEAD SHALL KEEP ALL CONFIDENTIAL
INFORMATION STRICTLY
4-15-05
/s/ T. Michael Miller
Date
T. Michael Miller
4
AND ABSOLUTELY CONFIDENTIAL.
MILLER WILL USE REASONABLE AND PRUDENT CARE TO
SAFEGUARD AND PREVENT THE UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL
INFORMATION.
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY INFORMATION THAT:
(A) IS OR BECOMES A PART OF THE PUBLIC DOMAIN THROUGH NO ACT OR OMISSION OF
MILLER OR IS OTHERWISE AVAILABLE TO THE PUBLIC OTHER THAN BY BREACH OF THIS
AGREEMENT; (B) WAS IN MILLER'S LAWFUL POSSESSION PRIOR TO THE DISCLOSURE AND HAD
NOT BEEN OBTAINED BY