(a) Non-Disclosure. Board Member acknowledges that the Corporations business is highly competitive and that the Corporation will provide Board Member with access to Confidential Information (as defined below). Board Member acknowledges that this Confidential Information constitutes a valuable, special, and unique asset the Corporation uses to obtain a competitive advantage over competitors. Board Member further acknowledges that protecting such Confidential Information against unauthorized disclosure and use is critically important to the Corporation in maintaining its competitive position. Board Member will not, at any time during or after the Term, make any unauthorized disclosure of any Confidential Information or make any unauthorized use thereof, and further shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of any Confidential Information. Board Member also agrees to preserve and protect the confidentiality of third party confidential information to the same extent, and on the same basis, as the Corporations Confidential Information. As used in this Agreement, the term Confidential Information means information of a confidential or secret nature that relates to the technology, intellectual property, customers, employees, plans, products, research and development, finances and financial affairs, prospects, condition (financial or otherwise), strategic alternatives, shareholders, non-public communications, or other aspects of the business of the Corporation or of any other party that by its nature is reasonably understood to be confidential or with whom the Corporation agrees to hold or treat such information of such party in confidence, whether having existed, now existing, or to be developed or created during the Term, whether tangible or intangible, whether or not marked as confidential, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing, but excluding information of a confidential or secret nature that Board Member can demonstrate was previously developed by Board Member prior to the date of this Agreement.
(b) Return. Board Member promptly shall return to the Corporation all Confidential Information at any time upon the request of the Corporation, and in any event (and without such request) upon the termination of the Agreement. Board Member shall not retain any copies or other physical embodiments of any Confidential Information after the termination of the Agreement.
(c) Court-Ordered Disclosure. In the event Board Member receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court or governmental body, Board Member agrees to promptly notify the Corporation of the existence, terms, and circumstances surrounding such request, to consult with the Corporation on the advisability of taking legally available steps to resist or narrow such request, and if disclosure is required, to furnish only such portion of the Confidential Information as Board Member is legally compelled to disclose; and to exercise Board Members commercially reasonable efforts, at the Corporations expense, to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information.
(d) Ownership. Board Member agrees that all Confidential Information, all concepts, inventions, and embodiments relating thereto, and all improvements and enhancements thereof, whether presently existing or developed in the future, and whether or not patentable or copyrightable (the Corporation Property), will be the Corporations sole property, and that the Corporation will be the sole owner of all patents, copyrights, trade secrets, and other intellectual property and proprietary rights in and to such Corporation Property. Board Member agrees to, and hereby does, assign to the Corporation, Board Members entire right, title, and interest in and to all Corporation Property, and all intellectual property and proprietary rights, which are made, conceived, or reduced to practice by Board Member, either alone or jointly with others, in the course of acting as a member of the Board of Directors. For the avoidance of doubt, the term Corporation Property does not include any intellectual property or proprietary right that Board Member can demonstrate was previously developed or held by Board Member prior to the date of this Agreement.
3. Conflicting Obligations. During the Term, Board Member shall not engage in any activity that conflicts with, appears to conflict with, is detrimental to or appears detrimental to the Corporations best interests, or that conflicts with the conduct of the Corporations business or the performance by Board Member of Board Members duties as a member of the Board of Directors. Board Member warrants that Board Members entering into this Agreement and performance of Board Members obligations under this Agreement will not breach or conflict with