employer; Executive will not, in the course of Executives employment with the Company, engage in any activity that involves the use, disclosure, misappropriation, or conversion of any trade secret or proprietary or confidential information or other property of any such employer or any client or customer of any such employer; and, Executive will not otherwise engage in any practice that may constitute unfair competition or an unfair trade practice within the meaning of applicable law. In addition, Executive represents that Executives employment by the Company and Executives compliance with the terms of this Agreement will not breach any agreement to keep in confidence any proprietary information Executive has received from any former employer.
Pursuant to the Defend Trade Secrets Act of 2016, Executive acknowledges that Executive will not have criminal or civil liability to the Company 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. In addition, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executives attorney and may use the trade secret information in the court proceeding, if Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.
Executive acknowledges and agrees that Executive shall continue to be bound by the terms of that certain At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement entered into between Executive and the Company as of October 3, 2012 (the Confidentiality Agreement). In the event of any inconsistency between this Agreement and the Confidentiality Agreement, this Agreement shall control.
Solicitation and Competition
During Executives employment, Executive shall not directly or indirectly own an interest in, join, operate, control or participate in or be connected as an officer, employee, agent, independent contractor, consultant, partner, shareholder or principal with, any other entity or person engaged in developing, providing, soliciting orders for, selling, distributing or marketing services that directly or indirectly compete with the Companys services or business. For one (1) year following termination of Executives employment (voluntary or involuntary, whether or not for cause), Executive shall not, directly or indirectly, and whether or not for compensation, (a) divert or attempt to divert from the Company any entities or persons who are customers or financial supporters of the Company by means of confidential information, any unfair trade practice or by way of any unlawful means, or (b) solicit any employee of the Company to leave the Companys employ (but only to the extent this clause (b) is permissible under applicable law).
Modification and Severability
No addition to, modification of, amendment to or deletion from this Agreement shall be valid unless it is in writing and executed by the Company and Executive. A legal determination that any paragraph, sub-paragraph, sentence, clause or provision of this Agreement is void, invalid or unenforceable shall have no effect on any other paragraph, sentence, clause or provision of this Agreement.