GNC 2009 Annual Report Download - page 188

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.
(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 16