GNC 2009 Annual Report Download - page 193

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 his 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 Affiliates have made every
effort to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the legitimate business interests
of GNC and its Affiliates.
(b) The Executive acknowledges and agrees that the restrictive covenants set forth in this Agreement are reasonable and necessary in
order to protect the valid business interests of GNC and its Affiliates. It is the intention of the parties hereto that the covenants, provisions and
agreements contained herein shall be enforceable to the fullest extent allowed by law. If any covenant, provision or agreement contained herein
is found by a court having 21