GNC 2010 Annual Report Download - page 215

respective Company Parties, the appropriation, use and/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 the Company, and the Executive is and will be intimately involved in (the
development and/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 the Company.
(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 the Company and provide a description
and, if applicable, hand deliver a copy of such request to the Company. The Executive irrevocably nominates and appoints the Company 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 the Company may request during or after the Employment Period, the Executive shall deliver to the Company all originals
and copies of Confidential Information and all other information and property affecting or relating to the business of the Company Parties 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, the Company shall have the right of reasonable access to review, inspect, copy
and/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 the Company all Confidential Information,
and all other information and property affecting or relating to the business of the Company Parties, within the Executive's possession, custody
or control, regardless of form or format, without the necessity of a prior Company request.
(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 the Company 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 the Company.
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