Kohl's 2012 Annual Report Download - page 134

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ARTICLE IV
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 Obligations. 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. 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 unless such information ceases to be deemed a Trade Secret
by means of one of the exceptions set forth in Section 4.3(c), below. 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 exceptions set forth in Section 4.3(c), below.
4.3 Definitions.
(a) Trade Secret. The term “Trade Secret” shall have that meaning set forth under
applicable law. This term is deemed by the Company to specifically include all of Company's computer
source, object or other code and any confidential information received from a third party with whom the
Company has a binding agreement restricting disclosure of such confidential information.
(b) Confidential Information. The term “Confidential Information” shall mean all non-
Trade Secret or proprietary information of the Company which has value to the Company and which is not
known to the public or the Company's competitors, generally, including, but not limited to, 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, 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, profits and profit margins, and seasonal plans, goals and objectives.
(c) Exclusions. Notwithstanding the foregoing, the terms “Trade Secret” and
“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