Salvatore J. D'Amico and Shirley E. D'Amico - Page 6




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               ments, trade secrets, discoveries, formulas, recipes,                  
               standards, processes, packaging, relating to products                  
               that the Company or any of its Affiliates produced,                    
               manufactured, sold, marketed, distributed, delivered,                  
               or had developed or has in development by or for it                    
               ("Product Information").  Employee also acknowledges                   
               that during his employment he learned certain informa-                 
               tion regarding the business, organization, sales,                      
               marketing, and distribution techniques and plans,                      
               financial data, and other information regarding the                    
               affairs of the Company and its Affiliates ("Company                    
               Information").  All Product Information, whether of a                  
               patentable nature or not, and all Company Information                  
               shall be the sole and absolute property of the Company.                
               The Company shall be the sole and absolute owner of all                
               patent and other rights in connection with such Product                
               Information and Company Information.  Employee at all                  
               times shall keep all Product Information and Company                   
               Information secret from everyone and shall not use for                 
               his own purposes or disclose such matters to anyone                    
               except to Company personnel and to others as the Com-                  
               pany authorizes.  Employee shall not divulge, furnish,                 
               or make accessible any of the Product Information or                   
               Company Information or anything relating to the same to                
               any competitor or other person, firm, or corporation                   
               except when the Company authorizes him in writing to do                
               so.  In addition, Employee shall not disparage the                     
               Company or its Affiliates or take any action to damage                 
               the business of the Company or its Affiliates.  As used                
               in this Agreement, the term "Affiliates" shall mean any                
               company that controls, is controlled by, or is under                   
               common control with the Company, including, but not                    
               limited to, any direct or indirect subsidiary or divi-                 
               sion of H.J. Heinz Company.                                            
                    6.   Acknowledgment.  Employee acknowledges that:                 
                         a.   It is reasonable and necessary for the                  
               protection of the business and goodwill of the Company                 
               and its Affiliates, for Employee to enter into this                    
               Agreement, especially the confidentiality provisions.                  
                         b.   The Company would suffer irreparable                    
               injury if Employee breaches any of the provisions of                   
               paragraph 5 of this Agreement.                                         
                    7.   Release.                                                     
                         a.   Employee, on behalf of himself, his                     
               heirs, estate, executors, administrators, successors,                  





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