GNC 2008 Annual Report Download - page 238

and all other information and property affecting or relating to the businesses of GNC and its Affiliates within the Executive's possession, custody or control,
regardless of form or format, including, without limitation any Confidential Information produced by the Executive. Both during and after the Employment
Period, GNC shall have the right of reasonable access to review, inspect, copy or confiscate any Confidential Information within the Executive's possession,
custody or control.
(f) Upon termination or expiration of this Agreement, the Executive shall immediately return to GNC or its Affiliates, as applicable, all Confidential
Information, and all other information and property affecting or relating to the business of GNC and its Affiliates, within the Executive's possession, custody
or control, regardless of form or format, without the necessity of a prior request by GNC.
(g) During the Employment Period, the Executive represents and agrees that the Executive will not use or disclose any confidential or proprietary
information or trade secrets of others, including but not limited to former employers, and that the Executive will not bring onto the premises of Holdings,
Centers or any of their Affiliates or access such confidential or proprietary information or trade secrets of such others, unless consented to in writing by said
others, and then only with the prior written authorization of GNC or its Affiliates, as applicable.
5.2 Work Product/Intellectual Property.
(a) Assignment. The Executive hereby assigns to GNC all right, title and interest to all "Work Product" (as defined in Section 5.4(h) hereof) that
(i) relates to any of the Company Parties' actual or anticipated business, research and development or existing or future products or services, or (ii) is
conceived, reduced to practice, developed or made using any equipment, supplies, facilities, assets, information or resources of any of the Company Parties
(including, without limitation, any intellectual property rights).
(b) Disclosure. The Executive shall promptly disclose Work Product to the Holdings Board and perform all actions reasonably requested by GNC
(whether during or after the Employment Period) to establish and confirm the ownership and proprietary interest of any of the Company Parties in any Work
Product (including, without limitation, the execution of assignments, consents, powers of attorney, applications and other instruments). The Executive shall
not file any patent or copyright applications related to any Work Product except with the written consent of the Holdings Board.
5.3 Non-Competition and Non-Solicitation.
(a) In consideration of the Confidential Information being provided to the Executive as stated in Section 5.1 hereof, and other good and valuable new
consideration as stated in this Agreement, including, without limitation, continued employment with Centers and the business relationships, goodwill, work
experience, client, customer and vendor relationships and other fruits of employment that the Executive will have the opportunity to obtain, use and develop
under this Agreement, the Executive agrees to the restrictive covenants stated in this Section 5.3.
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