Saks Fifth Avenue 2008 Annual Report Download - page 264

information. Confidential Information excludes any document or information that is or becomes available to the public other
than as a result of any breach of this Agreement or other unauthorized disclosure by the Executive. Confidential Information
does not have to be designated as such to constitute Confidential Information.
(b) Non-Disclosure; Non-Competition; and Remedies.
(i) The Executive acknowledges and agrees that (A) the business of the Company and its affiliates is highly
competitive, (B) that the Company and its affiliates have expended considerable time and resources to develop goodwill
with its customers, vendors, and others and to create, exploit, and protect Confidential Information, (C) the Company and
its affiliates must continue to prevent the dilution of their goodwill and unauthorized use and disclosure of Confidential
Information to avoid irreparable harm to their businesses, (D) the Executive’s participation in the business activities of the
Company and its affiliates is and will be integral to the continued operation, goodwill, and success of the business of the
Company and its affiliates, (E) the Executive will be creating Confidential Information, and (F) the Executive will have
access to Confidential Information that could be used by third parties in a manner that would be detrimental to the
competitive position of the Company or one of its affiliates.
(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;
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