to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor."
Initials: ____
-4-
____
10.
NON-ADMISSION OF LIABILITY.
EMPLOYEE AND THE COMPANY ACKNOWLEDGE AND
AGREE THAT THIS AGREEMENT IS A SETTLEMENT AGREEMENT AND SHALL NOT IN ANY WAY BE
CONSTRUED AS AN ADMISSION BY ANY OF THE RELEASED PARTIES OF ANY WRONGFUL ACT
AGAINST, OR ANY LIABILITY TO, EMPLOYEE OR ANY OTHER PERSON.
11.
PROTECTION OF TRADE SECRETS.
EMPLOYEE AGREES TO KEEP IN STRICT
CONFIDENCE AT ALL TIMES, AND THAT HE WILL NOT AT ANY TIME, EITHER DIRECTLY OR
INDIRECTLY, MAKE KNOWN, REVEAL, MAKE AVAILABLE OR USE, ANY TRADE SECRETS AS
DEFINED HEREIN, WHICH EMPLOYEE OBTAINED DURING OR BY VIRTUE OF HIS EMPLOYMENT
WITH THE COMPANY.
THE PARTIES AGREE THAT "TRADE SECRETS" AS USED HEREIN MEANS
ALL CONFIDENTIAL INFORMATION WHICH (I) HAS BEEN THE SUBJECT OF REASONABLE
EFFORTS BY THE COMPANY TO MAINTAIN AS SECRET AND CONFIDENTIAL, (II) PERTAINS IN
ANY MANNER TO THE BUSINESS OF THE COMPANY, INCLUDING PROPRIETARY INFORMATION
ENTRUSTED TO THE COMPANY IN CONFIDENCE BY ITS CUSTOMERS OR SUPPLIERS (EXCEPT TO
THE EXTENT SUCH INFORMATION IS GENERALLY KNOWN OR MADE AVAILABLE TO THE PUBLIC
OR TO THE COMPANY'S COMPETITORS THROUGH LAWFUL MEANS), AND (III) HAS INDEPENDENT
ECONOMIC VALUE BY VIRTUE OF NOT BEING GENERALLY KNOWN TO OTHER PERSONS WHO COULD
OBTAIN ECONOMIC VALUE FROM ITS DISCLOSURE OR USE.
EMPLOYEE ACKNOWLEDGES THAT
ALL TRADE SECRETS, AS WELL AS ALL OTHER CONFIDENTIAL INFORMATION OR DATA OF THE
COMPANY, ARE AND REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY (OR, IN THE CASE
OF PROPRIETARY INFORMATION BELONGING TO A CUSTOMER OR SUPPLIER WHO HAS ENTRUSTED
IT TO THE COMPANY, THE EXCLUSIVE PROPERTY OF THAT PERSON OR ENTITY).
EMPLOYEE
AND THE COMPANY FURTHER AGREE THAT THE FOLLOWING INFORMATION CONSTITUTES A
NON-EXCLUSIVE LISTING OF TRADE SECRETS COMING WITHIN THE TERMS OF THIS
AGREEMENT:
THE CUSTOMER CONTACTS AND BUSINESS REQUIREMENTS OF THE COMPANY'S
CURRENT CUSTOMERS WITH RESPECT TO THE COMPANY'S PRODUCTS; THE SUPPLIER CONTACTS
AND BUSINESS REQUIREMENTS OF THE COMPANY'S SUPPLIERS WITH RESPECT TO THE
COMPANY'S PRODUCTS; THE SPECIFIC NATURE AND AMOUNT OF BUSINESS CONDUCTED BY THE
COMPANY WITH ITS CUSTOMERS AND SUPPLIERS; THE PRODUCT SPECIFICATIONS REQUIRED BY
THE COMPANY'S CUSTOMERS OR REQUIRED BY THE COMPANY OF ITS SUPPLIERS; CUSTOMER
AND SUPPLIER PRICING INFORMATION AND DISCOUNT SCHEDULES WITH RESPECT TO THE
COMPANY'S PRODUCTS OR SUPPLIES; AND THE COMPANY'S BUSINESS PLANS AND STRATEGIES
FOR ACQUIRING NEW PRODUCTS, CUSTOMERS, OR MANUFACTURING SOURCES OR OTHERWISE
EXPANDING OR IMPROVING ITS PRODUCT OFFERINGS TO CUSTOMERS.
EMPLOYEE FURTHER
AGREES THAT HE SHALL NOT DIRECTLY OR INDIRECTLY SOLICIT BUSINESS FROM OR WITH
RESPECT TO ANY CUSTOMERS OR SUPPLIERS OF THE COMPANY THROUGH THE USE OF ANY
TRADE SECRETS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMPLOYEE FURTHER
COVENANTS AND AGREES TO OBSERVE AND COMPLY WITH ALL OTHER AGREEMENTS PREVIOUSLY
MADE WITH THE COMPANY WITH RESPECT TO THE PROTECTION OF THE COMPANY'S
INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION, AND THAT