(d) The Company makes no representations or warranties that the payments provided under the Agreement comply with, or are exempt from, Section 409A of the Code, and in no event shall the Company be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A of the Code.
10. Restrictive Covenants.
(a) Performance Track Record. Notwithstanding any other provisions of this Agreement or other employment arrangement between the Executive and the Company and its subsidiaries, if, prior to the Term End Date, the Executives employment with the Company terminates for any reason, then the Executive shall be permitted to use at any time after Executives employment by the Manager Entities or the Company the track record of the performance, while employed by the Company, of the Companys comprehensive or any individual business units portfolio and individual assets, including, records and material pertaining to the track record of the performance of the Companys comprehensive or any individual business units portfolio and individual assets, for marketing or other use. Such marketing or other use will be either confidential in nature or in accordance with applicable securities laws, rules and regulations.
(b) Proprietary Information. Subject to the provisions of Section 10(a), at all times, the Executive will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Proprietary Information (defined below) of the Company or an Affiliate, except as such disclosure, use or publication may be required in connection with the Executives work for the Company or as described in Section 10(a) above or Section 10(d) below, or unless the Company expressly authorizes such disclosure in writing. Proprietary Information shall mean any and all confidential and/or proprietary knowledge, data or information of the Company and its Affiliates, including but not limited to information relating to financial matters, investments, budgets, business plans, marketing plans, personnel matters, business contacts, products, processes, know-how, designs, methods, improvements, discoveries, inventions, ideas, data, programs, and other works of authorship.
(c) Reports to Government Entities. Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority (collectively, the Regulators), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in conduct protected by this subsection, and the Executive does not need to notify the Company that the Executive has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth