(A) protect and maintain the confidentiality of such trade secrets and (B) refrain from disclosing, copying, or using any such trade secrets, without the Company’s prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while employed with the Company.
(iii)To the extent that the Confidential Information defined above does not rise to the level of a trade secret under Applicable Law, the Participant shall, during the Participant’s employment and for so long as such information remains Confidential Information following termination of employment, (A) protect and maintain the confidentiality of the Confidential Information and (B) refrain from disclosing, copying, or using any Confidential Information without the Company’s prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while employed with the Company.
(iv)The Participant agrees that all Confidential Information and all records, documents and materials relating to all of such Confidential Information are the valuable, unique, and special assets of the Company, shall be and remain the sole and exclusive property of the Company, and that title thereto is vested in the Company.
(b)Return of Property of the Company. Upon any voluntary or involuntary termination of the Participant’s employment (or at any time upon request of the Company), the Participant shall immediately surrender and return to the Company all property of or relating to the Company (including, without limitation, all records, notes, documents, forms, manuals, photographs, instructions, lists, drawings, blueprints, programs, diagrams, equipment, supplies, electronic files, client-related and other records, notes, materials, computer-generated or computer-retrievable data or other data, computer disks, software or other written, printed or electronic material, which pertain to the business of the Company or that may or may not relate to or otherwise comprise or contain Confidential Information, as defined above, or trade secrets, as defined by Applicable Law)) that the Participant created, used, possessed, had access to, or maintained while working for the Company from whatever source and whenever created, including all reproductions or excerpts thereof. This provision does not apply to purely personal documents of the Participant, but it does apply to business calendars, customer lists, contact information, computer programs, laptops, computers, cell phones, smartphones, personal digital assistants, disks and their contents and like information that may contain some personal matters of the Participant. The Participant acknowledges that title to all such property is vested in the Company. The Participant expressly agrees that the Company, upon termination of the Participant’s employment or at any time upon request of the Company, may have access to and review any computer(s), smart phones, or similar equipment utilized by the Participant at least in part for the Company’s business, whether owned by the Participant or by the Company, to determine if there is any business-related information thereon, and the Company may require that any such information be deleted if it determines that such is in the best interests of the Company.
(c)Non-Diversion of Business Opportunity. During the Participant’s employment with the Company and consistent with the Participant’s duties and fiduciary obligations to the Company, the Participant shall (i) disclose to the Company any business opportunity that comes to the Participant’s attention during the Participant’s employment with the Company and that relates to the business of the Company or otherwise arises as a result of the Participant’s employment with the Company and (ii) not take advantage of or otherwise divert any such