Therefore, each Shareholder agrees that it shall not for himself or on behalf of any other Person (whetheras an individual, agent, servant, employee, employer, officer, director, <strong>shareholder</strong>, investor, principal,consultant or in any other capacity) directly or indirectly use or disclose to any Person any ConfidentialInformation; provided, however, that (after reasonable measures have been taken to maintainconfidentiality <strong>and</strong> after giving reasonable notice to the Company specifying the information involved<strong>and</strong> the manner <strong>and</strong> extent of the proposed disclosure thereof) any disclosure of such information may bemade to the extent required by applicable laws or judicial or regulatory process. "ConfidentialInformation" means information considered confidential by the Company <strong>and</strong> includes the followinginformation relating to the Company: customer lists; trade secrets; proprietary information; "know-how;"marketing <strong>and</strong> advertising plans <strong>and</strong> techniques; the existence or terms of contracts or potential contractswith, or other information identifying or relating to past, existing or potential customers or vendors; <strong>and</strong>cost data, pricing policies, <strong>and</strong> financial <strong>and</strong> accounting information. "Confidential Information" alsoincludes any information described in the preceding sentence that the Company obtains from anotherPerson <strong>and</strong> that the Company treats or has agreed to treat as confidential. "Confidential Information"does not include information that was or becomes generally available to the public unless resulting fromthe breach of this Section 14.1.14.2 Construction <strong>and</strong> Certain References. Whenever the context requires, the gender of allwords used herein includes the masculine, feminine <strong>and</strong> neuter, <strong>and</strong> the number of all words shall includethe singular <strong>and</strong> plural. Unless expressly stated otherwise, references to "include" or "including" means"including, without limitation." The terms "hereto," "herein" or "hereunder" shall refer to this Agreementas a whole <strong>and</strong> not to any particular Article or Section hereof. All titles <strong>and</strong> headings to Articles <strong>and</strong>Sections in this Agreement are included for convenience <strong>and</strong> ease of reference <strong>and</strong> do not affect in anyway the meaning or interpretation of Articles or Sections of this Agreement. Unless otherwise specified,all references to specific Articles, Sections or Exhibits are deemed references to the correspondingArticles, Sections <strong>and</strong> Exhibits in, to <strong>and</strong> of this Agreement.14.3 Time of Essence. Time is of the essence in the performance of obligations hereunder.14.4 Arbitration. Any controversy or claim arising out of or relating to this Agreement or itsbreach, including any claim or controversy as to the arbitrability of any claim or controversy <strong>and</strong> anyclaim for rescission, will be settled by arbitration in Harris County, Texas, in accordance with thearbitration rules then in effect of the National Association of Securities Dealers or, at the option of theCompany, of any securities exchange or self regulatory organization of which the Company is a member;provided, however, that the Company or any Shareholder may pursue the remedy of specific performanceof any term contained in this Agreement, or a preliminary or permanent injunction against the breach ofany term or in aid of the exercise of any power granted in this Agreement, or any combination, in anycourt having jurisdiction without resort to arbitration. The award of the arbitrators, or of the majority ofthem, will be final, <strong>and</strong> judgment upon the award may be entered by any court of competent jurisdiction.14.5 Counterparts. This Agreement may be executed in multiple counterparts, each of whichshall be considered an original but all of which together shall constitute one <strong>and</strong> the same instrument, <strong>and</strong>in making proof of this Agreement it is not be necessary to produce or account for more than onecounterpart.A-26Shareholder Agreements
IN WITNESS WHEREOF, on the effective date hereof, (i) the Company has executed thisAgreement in the space provided below <strong>and</strong> (ii) the Shareholders have executed this Agreement onseparate attached joinder pages.COMPANY:THE CORPORATION OF TEXASBy:_________________________________Name:_______________________________Title:________________________________Address:1000 LouisianaSuite 3400Houston, TX 77002Facsimile No. 713.276.5555Attention: SecretaryJoinder by Shareholder <strong>and</strong> SpousePrinted Name: _______________________Shareholder________________________________SpouseAddress for Notice:Number of Shares:Federal Tax ID No.:____________________________________________________________________________________________________________________________________________By executing below, the above named Shareholder <strong>and</strong> his spouse, if applicable, (i) agree to becomeparties to <strong>and</strong> bound by the terms <strong>and</strong> provisions contained in the Shareholder Agreement of TheCorporation of Texas dated effective February 26, 2004, <strong>and</strong> (ii) acknowledge that they have previouslyreceived a copy of the Shareholder Agreement as signed by the Company._______________________________Shareholder_______________________________SpouseA-27Shareholder Agreements
Change language