Kohl's 2015 Annual Report Download - page 67

CONFIDENTIALITY
4.1 Acknowledgments. Executive acknowledges and agrees that, as an integral part of its business, the Company has expended a great deal of
time, money and effort to develop and maintain confidential, proprietary and trade secret information to compete against similar businesses and that this
information, if misused or disclosed, would be harmful to the Company’s business and competitive position in the marketplace. Executive further
acknowledges and agrees that in Executive’s position with the Company, the Company provides Executive with access to its confidential, proprietary and
trade secret information, strategies and other confidential business information that would be of considerable value to competitive businesses. As a result,
Executive acknowledges and agrees that the restrictions contained in this Article IV are reasonable, appropriate and necessary for the protection of the
Company’s confidential, proprietary and trade secret information. For purposes of this Article IV, the term “Company” means Kohl’s Department Stores, Inc.
and its parent companies, subsidiaries and other affiliates.
4.2 Confidentiality During Employment. During the term of Executive’s employment under this Agreement, Executive will not directly or
indirectly use or disclose any Confidential Information or Trade Secrets (defined below) except in the interest and for the benefit of the Company.
4.3 Trade Secrets Post-Employment. After the termination, for whatever reason, of Executive’s employment with the Company, Executive will not
directly or indirectly use or disclose any Trade Secrets. Nothing in this Agreement shall limit or supersede any common law, statutory or other protections of
trade secrets where such protections provide the Company with greater rights or protections for a longer duration than provided in this Agreement.
4.4 Confidential Information Post-Employment. For a period of two (2) years following termination, for whatever reason, of Executive’s
employment with the Company, Executive will not directly or indirectly use or disclose any Confidential Information, unless such information ceases to be
deemed Confidential Information by means of one of the exclusions set forth in Section 4.5(c), below.
4.5 Definitions.
(a) Trade Secret. The term “Trade Secret” shall have that meaning set forth under applicable law.
(b) Confidential Information. The term “Confidential Information” shall mean all non-Trade Secret information of, about or related to the
Company, whether created by, for or provided to the Company, which is not known to the public or the Company’s competitors, generally, including, but not
limited to: (i) strategic growth plans, pricing policies and strategies, employment records and policies, operational methods, marketing plans and strategies,
advertising plans and strategies, product development techniques and plans, business acquisition and divestiture plans, resources, vendors, sources of supply,
suppliers and supplier contractual relationships and terms, technical processes, designs, inventions, research programs and results, source code, short-term and
long-range planning, projections, information systems, sales objectives and performance, profit and profit margins, and seasonal plans, goals and objectives;
(ii) information that is marked or otherwise designated or treated as confidential or proprietary by the Company; and (iii) information received by the
Company from others which the Company has an obligation to treat as confidential.
(c) Exclusions. Notwithstanding the foregoing, the term “Confidential Information” shall not include, and the obligations set forth in this
Article IV shall not apply to, any information which: (i) can be demonstrated by Executive to have been known by Executive prior to Executive’s
employment by the Company; (ii) is or becomes generally available to the public through no act or omission of Executive; (iii) is obtained by Executive in
good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or
secrecy relating to the information disclosed; or (iv) is independently developed by Executive outside the scope of Executive’s employment without use of
Confidential Information or Trade Secrets.
ARTICLE V
RESTRICTED SERVICES OBLIGATION
5.1 Acknowledgments. Executive acknowledges and agrees that the Company is one of the leading retail companies in the United States, with
department stores throughout the United States, and that the Company compensates executives like Executive to, among other things, develop and maintain
valuable goodwill and relationships on the Company’s behalf (including relationships with customers, suppliers, vendors, employees and other associates)
and to maintain business information for the Company’s exclusive ownership and use. As a result, Executive acknowledges and agrees that the restrictions
contained in this Article V are reasonable, appropriate and necessary for the protection of the Company’s goodwill,