GNC 2009 Annual Report Download - page 189

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.
(b) During the Employment Period and until the end of the Restricted Period (as defined in Section 5.4(g) hereof), the Executive agrees
that the Executive will not, directly or indirectly, on the Executive's own behalf or on the behalf of any other Person, within the United States of
America or in any other country or territory in which the businesses of any of the Company Parties are conducted:
(i) subject to Section 5.3(c), engage in a Competing Business (as defined in Section 5.4(c) hereof), including, without limitation, by
owning, managing, operating, controlling, being employed by, providing services as a consultant or independent contractor to or participating in
the ownership, management, operation or control of any Competing Business;
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