GPS » Topics » Section 10. Confidential Information
This excerpt taken from the GPS 8-K filed Jan 23, 2007.
Section 10.Confidential Information
Acknowledgement. The Company and Executive acknowledge that the services to be performed by Executive under this Agreement are unique and extraordinary and that, as a result
of Executives employment, Executive will be in a relationship of confidence and trust with the Company and will come into possession of Confidential Information (1) owned or controlled by the Company, (2) in the
possession of the Company and belonging to third parties or (3) conceived, originated, discovered or developed, in whole or in part, by Executive. As used herein Confidential Information includes trade secrets and other confidential
or proprietary business, technical, personnel or financial information, whether or not Executives work product, in written, graphic, oral or other tangible or intangible forms, including but not limited to specifications, samples, records,
data, computer programs, drawings, diagrams, models, vendor or customer names, IDs, business or marketing plans, studies, analyses, projections and reports, communications by or to attorneys (including attorney-client privileged
communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and software systems and processes. Any information that is not readily available to the public shall be considered to be a
trade secret and confidential and proprietary, even if it is not specifically marked as such, unless the Company advises Executive otherwise in writing. This Section shall apply indefinitely, both during and after the Term.
Nondisclosure. Executive agrees that Executive will not, without the prior written consent of the Companys General Counsel, directly or indirectly use
or disclose to any
person any information which Executive knows or should know is Confidential Information, during or after Executives employment, except as may be
necessary in the ordinary course of performing Executives duties. Executive will keep the Confidential Information in strictest confidence and trust. Executive shall execute and abide by the Companys confidentiality agreement. This
Section shall apply indefinitely, both during and after the Term.
Surrender Upon Termination. Executive agrees that in the event of termination of Executives employment as CEO for any reason, Executive will immediately deliver to the
Company all property belonging to the Company, including all documents and materials of any nature pertaining to Executives work with the Company, and will not take with Executive any documents, materials or property of any description, or any
reproduction thereof of any description, containing or pertaining to any Confidential Information.
No Other Agreements. Executive represents and warrants that: 1) Executive does not have any other agreements, relationships or commitments to any other person or entity that
conflicts with this Agreement or with Executives ability to perform his obligations under this Agreement; and (2) Executive will not disclose to the Company, or use, or persuade any other Company employee to use, any proprietary
information or trade secrets of a prior employer or other person or entity.