payment of all taxes, withholdings and other similar statutory obligations. Advisor hereby indemnifies, defends and holds harmless the Company from and against any and all claims with respect to the matters described in this Section 5 in the event of Advisor’s failure to do so.
6. Termination; Effect.
(a) This Agreement, and Advisor’s engagement hereunder, will expire at the end of the Term, and will earlier terminate upon the occurrence of any of the following events:
(i) immediately upon the mutual written agreement of the Parties;
(ii) immediately upon written notice to the other Party in the event of any material breach by such other Party of any of his or its representations, warranties, covenants or agreements set forth in this Agreement; or
(iii) immediately upon the consummation of a Reorganization Event (as defined in the Blue Apron Holdings, Inc. 2017 Equity Incentive Plan).
7. No Conflict of Interest. Advisor represents and warrants that he does not have and will not enter into any contract, agreement, arrangement, understanding, obligation or duty to any other person or entity that would prevent, limit or inhibit Advisor from performing Advisor’s obligations to the Company under this Agreement or otherwise complying with any of the terms of this Agreement. For the avoidance of doubt, except as provided in the immediately preceding sentence, nothing herein shall prevent Advisor from becoming employed on a full- or part-time basis during the term of this Agreement or from rendering services as an independent contractor (or other status) to other persons or entities.
8. Confidential Information. For purposes of this Agreement, the term “Confidential Information” means any and all information or data, including, without limitation, trade secrets, know-how, show-how, theories, technical, operating, marketing, financial or other business information, plans, business and strategies, source codes, software programs, computer systems, algorithms, formulae, concepts, creations, costs, plans, materials, enhancements, research, specifications, works of authorship, techniques, documentation, models and systems, sales and pricing techniques, designs, inventions, discoveries, products, improvements, modifications, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, product development, project procedures and customer, client, supplier and employee lists and data and other personally identifiable information, disclosed by or on behalf of the Company in connection herewith that is confidential, proprietary or otherwise not publicly available, whether prepared or furnished by or on behalf of the Company, and irrespective of the form or manner of communication (whether written, verbal, electronic or otherwise), and regardless of whether such information is specifically marked as confidential or proprietary, and irrespective of whether such information is furnished before, on or after the Effective Date. The term “Confidential Information” shall be deemed to include any and all notes, analyses, compilations, copies, reports, summaries, studies, communications, memoranda, forecasts, financials, evaluations, interpretations or other documents, materials or records, in any form or medium, prepared by or on behalf of Advisor or that contain, reflect or are derived from or based upon, in whole or in part, any information furnished to Advisor in connection herewith (collectively, “Notes”).
With respect to any Confidential Information disclosed by or on behalf of the Company: