7. Secrecy, Non-Solicitation and Non-Competition.
(a) Secrecy. During the Employment Period and thereafter, Brown covenants and agrees that he will not, except in performance of Browns obligations to Altimmune, or with the prior written consent of Altimmune pursuant to the authority granted by a resolution of the Board, directly or indirectly, disclose any secret or confidential information that he may learn or has learned by reason of his association with Altimmune or use any such information. The term secret or confidential information includes, without limitation, information not previously disclosed to the public or to the trade by Altimmunes management with respect to Altimmunes products, facilities and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, member lists, financial information (including the revenues, costs or profits associated with any Altimmunes products), business plans, prospects, employee or employees, compensation, or opportunities but shall exclude any information already in the public domain which has been disclosed to the public during the normal course of Altimmunes business. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be construed to prohibit Brown from reporting possible violations of federal or state law or regulations to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation or protected by other state or federal law. Brown does not need the prior authorization of Altimmune to make any such reports or disclosures and Brown is not required to notify Altimmune that he made such reports or disclosures.
(b) Non-solicitation of Clients and Customers. Brown covenants and agrees that during the Employment Period and for a period of six (6) months thereafter, he will not solicit, either directly or indirectly, any customer or client of Altimmune on behalf of any direct competitor of Altimmune for the purpose of diverting business from Altimmune. This Agreement extends to prevent Brown from soliciting on behalf of Brown or any other individual or entity that seeks to compete with Altimmune.
(c) Non-solicitation of Employees. Brown covenants and agrees that during the Employment Period and for a period of six (6) months thereafter, he shall not directly or indirectly, on his behalf or on behalf of any person or other entity, solicit or induce, or attempt to solicit or induce, any person who is an employee of Altimmune, to terminate his or her employment with Altimmune.
(d) Noncompetition. Brown covenants and agrees that during the Employment Period and for a period of six (6) months thereafter, he will not directly or indirectly work for, or engage in sales, marketing or related activities on behalf of, himself or any other person or entity that is a direct competitor of Altimmune.
(e) Equitable Relief. Brown acknowledges and agrees that the services performed by him are special, unique and extraordinary in that, by reason of Browns employment, Brown may acquire confidential information and trade secrets concerning the operation of Altimmune, or that Brown may have contact with or obtain knowledge of Altimmunes members or prospects, the use or disclosure of which could cause Altimmune substantial loss and damages, which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Brown acknowledges and agrees that Altimmune shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Brown from engaging in activities prohibited by this Section 7 or such other relief as may be required to specifically enforce any of the covenants in this Section 7. Brown acknowledges and agrees that Altimmune shall be entitled to its attorneys fees and court costs should Altimmune successfully pursue legal action to enforce its rights under this Section 7.
(f) Return of Property. Upon termination or resignation of Browns employment with Altimmune, Brown shall promptly supply to Altimmune all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to Brown during or prior to his employment with Altimmune, and any copies thereof in Browns (or capable of being reduced to Browns) possession.
(g) Survival. Any termination of Browns employment, of the Employment Period or of this Agreement (or breach of this Agreement by Altimmune or Brown) shall have no effect on the continuing operation of this Section 7.
(h) Defend Trade Secrets Act of 2016. Brown understands that pursuant to the federal Defend Trade Secrets Act of 2016, Brown shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.