GNC 2008 Annual Report Download - page 270

(i) the acquisition of any Confidential Information by a Person who knows or has reason to know that the Confidential Information was acquired
by theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy or espionage through electronic or other means (each, an
"Improper Means"); or
(ii) the disclosure or use of any Confidential Information without the express consent of GNC or any of its Affiliates, as applicable, by a Person
who (A) used Improper Means to acquire knowledge of the Confidential Information, (B) at the time of disclosure or use, knew or had reason to know that her
or her knowledge of the Confidential Information was (x) derived from or through a Person who had utilized Improper Means to acquire it, (y) acquired under
circumstances giving rise to a duty to maintain its secrecy or limit its use or (z) derived from or through a Person who owed a duty to GNC or any of its
Affiliates to maintain its secrecy or limit its use or (C) before a material change of her or her position, knew or had reason to know that it was Confidential
Information and that knowledge of it had been acquired by accident or mistake.
(f) "Person" means (other than for purposes of Section 4.3(i)) any individual, corporation, partnership, limited liability company, joint venture,
association, business trust, joint-stock company, estate, trust, unincorporated organization, government or other agency or political subdivision thereof or any
other legal or commercial entity.
(g) "Restricted Period" means the eighteen (18) months after the date of termination of employment.
(h) "Work Product" means all patents and patent applications, all inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports, creative works, discoveries, software, computer programs, modifications, enhancements, know-how, materials, compositions, techniques,
data, processes, formula, specifications, formulations, plans (marketing, business, strategic, technical or otherwise) concepts and ideas, and all similar or
related information (in each case whether or not patentable), all copyrights and copyrightable works, all trade secrets, confidential information, and all other
intellectual property and intellectual property rights that are conceived, reduced to practice, developed or made by the Executive either alone or with others in
the course of employment with Centers (including employment prior to the date of this Agreement).
5.5 Remedies. Because the Executive's services are unique and because the Executive has access to Confidential Information, the Executive
acknowledges and agrees that if the Executive breaches any of the provisions of Section 5 hereof, GNC or any of its Affiliates may suffer immediate and
irreparable harm for which monetary damages alone will not be a sufficient remedy. The restrictive covenants stated in Section 5 hereof are without prejudice
to the rights and causes of action at law of GNC or any of its Affiliates.
5.6 Interpretation; Severability.
(a) The Executive has carefully considered the possible effects on the Executive of the covenants not to compete, the confidentiality provisions and
the other obligations contained in this Agreement, and the Executive recognizes that GNC and its
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