Saks Fifth Avenue 2008 Annual Report Download - page 214

(ii) The Company acknowledges and agrees that the Executive will need the benefits and use of the goodwill of the
Company and its affiliates and Confidential Information in order for the Executive to properly perform the Executive’s
responsibilities in accordance with this Agreement. The Company will provide the Executive immediate access to new and
additional Confidential Information and authorizes the Executive to engage in activities that will create new and additional
Confidential Information. The Executive acknowledges and agrees that the Executive will benefit from access to
Confidential Information, including without limitation as a result of the Executive’s increased earnings and earning
capacity.
(iii) Accordingly, the Executive agrees that:
(A) All Confidential Information will remain the sole and exclusive property of the Company and its affiliates;
(B) The Executive will protect and safeguard all Confidential Information;
(C) The Executive will hold all Confidential Information in strictest confidence and not, directly or indirectly,
disclose or divulge any Confidential Information to any person other than an employee of the Company or one of its
affiliates to the extent necessary for the proper performance of the Executive’s responsibilities unless authorized to
do so by the Company or compelled to do so by law or valid legal process;
(D) If the Executive believes the Executive is compelled by law or valid legal process to disclose or divulge
any Confidential Information, the Executive will notify the Company in writing sufficiently in advance of any such
disclosure to give the Company the opportunity to take all actions necessary to protect the interests of the Company
or its affiliates against such disclosure;
(E) At the end of the Executive’s employment pursuant to this Agreement for any reason or at the request of
the Company at any time, the Executive will return to the Company all copies of all Confidential Information in all
tangible forms and mediums; and
(F) Absent the promises and representations of the Executive in this Section 12(b)(iii) and in Section 12(b)(iv)
below, the Company would not provide the Executive with Confidential Information, would not authorize the
Executive to engage in activities that would create new and additional Confidential Information, and would not enter
into this Agreement.
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