GNC 2008 Annual Report Download - page 265

require a confidential relationship between GNC, its Affiliates and the Executive and the fullest practical protection and confidential treatment of all
Confidential Information. At all times, both during and after the Employment Period, the Executive shall not directly or indirectly: (i) appropriate, download,
print, copy, remove, use, disclose, divulge, communicate or otherwise "Misappropriate" (as defined in Section 5.4(e) hereof) any Confidential Information,
including, without limitation, originals or copies of any Confidential Information, in any media or format, except for the benefit of GNC and its Affiliates
within the course and scope of the Executive's employment or with the prior written consent of the Holdings Board, or (ii) take or encourage any action that
would circumvent, interfere with or otherwise diminish the value or benefit of the Confidential Information to GNC or its Affiliates.
(b) 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, shall remain, at all times, the property of GNC and its Affiliates, the appropriation,
use or disclosure of which is governed and restricted by this Agreement.
(c) The Executive acknowledges and agrees that:
(i) the Executive occupies a unique position within GNC, and the Executive is and will be intimately involved in the development or
implementation of Confidential Information;
(ii) in the event the Executive breaches this Section 5.1 with respect to any Confidential Information, such breach shall be deemed to be a
Misappropriation of such Confidential Information; and
(iii) any Misappropriation of Confidential Information will result in immediate and irreparable harm to GNC and its Affiliates.
(d) Upon receipt of any formal or informal request, by legal process or otherwise, seeking the Executive's direct or indirect disclosure or production
of any Confidential Information to any Person, the Executive shall promptly and timely notify GNC and provide a description and, if applicable, hand deliver
a copy of such request to GNC. The Executive irrevocably nominates and appoints GNC as the Executive's true and lawful attorney-in-fact to act in the
Executive's name, place and stead to perform any act that the Executive might perform to defend and protect against any disclosure of Confidential
Information.
(e) At any time GNC may reasonably request, during or after the Employment Period, the Executive shall deliver to GNC all originals and copies of
Confidential Information 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.
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