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5.Confidential Information.
<br />5.1.Definition of Confidential Information. For purposes hereof,
<br />Confidential Information-public information regarding the Utilities or
<br />any affiliated entity, including but not limited to the City of Elk River (each, an
<br />Affiliateany of their employees, directors, representatives, suppliers, vendors,
<br />shareholders, members, customers, or other third parties or entities with whom the Utilities
<br />application for and/or employment with the Utilities, whether developed by Employee or
<br />by others and in whatever form, and includes, but is not limited to, trade secrets, Inventions
<br />(as defined below), financial information, key personnel information, and information
<br />relating to such matters as existing or contemplated products, services, research and/or
<br />development, insurance arrangements, profit margins, fee schedules, pricing, design,
<br />processes, formulae, business plans, sales techniques, marketing techniques, training
<br />methods, manuals and materials, policies or practices related to business, or other matters,
<br />computer databases, computer programs, software and other technology, customer lists,
<br />customer preferences or requirements, vendor lists, or supply information. Any
<br />information disclosed to the Employee or to which the Employee has access during the
<br />reasonably considers to be Confidential Information, or which the Utilities or any Affiliate
<br />treats as Confidential Information, will be presumed Confidential Information.
<br />5.2.Restrictions. Employee agrees not to, directly or indirectly, use or disclose
<br />any Confidential Information for the benefit of anyone other than the Utilities either during
<br />Utilities ends, regardless of the reason for such separation of employment. Employee
<br />recognizes that the Confidential Information constitutes a valuable asset of the Utilities and
<br />hereby agrees to act in such a manner as to prevent its disclosure and use by any person
<br />under this paragraph are unconditional
<br />and will not be excused by any conduct on the part of the Utilities, except prior voluntary
<br />disclosure by the Utilities of the information, other than by Employee.
<br />5.3.Compelled Disclosure.In the event a third party seeks to compel
<br />disclosure of Confidential Information by Employee by judicial or administrative process,
<br />Employee will promptly notify the Utilities Commission Chairof such occurrence and
<br />furnish a copy of the demand, summons, subpoena, or other process served upon Employee
<br />to compel such disclosure and will permit the Utilities to assume, at its expense, but with
<br />refuses to contest such third party disclosure demandunder judicial or administrative
<br />process, or if a final judicial order is issued compelling disclosure of Confidential
<br />Information by Employee, Employee will be entitled to disclose such information in
<br />compliance with the terms of such administrative or judicial process or order without
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