Consultant incident to his association with the Company or any of its affiliates. Consultant agrees that this restriction will continue to apply after his engagement terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultants communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) Consultant will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, Consultant may be held liable if he unlawfully accesses trade secrets by unauthorized means. As used herein, Confidential Information means any and all information of the Company and its affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executives breach of her obligations under this Agreement or any other agreement between the Executive and the Company or any of its affiliates.
(b) Restricted Activities. Consultant agrees that the following restrictions on his activities during and after his engagement are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its affiliates:
(i) While Consultant is providing services to the Company, and during the one-year period following termination of Consultants engagement hereunder for any reason (collectively, the Restricted Period), Consultant will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in, or undertake any planning to engage in, the business of establishing, marketing, managing and/or operating any business engaged in developing, marketing, selling or otherwise distributing any BAG-3 technology (the Business) anywhere in the world. Nothing herein will interfere with Consultants ongoing academic research.
(ii) During the Restricted Period, Consultant will not, directly or indirectly, solicit for hiring or engagement, hire, or engage any employee or independent contractor of the Company or any of its affiliates, or seek to persuade any such employee or independent contractor to discontinue or modify his, her or its relationship with the Company or any of its affiliates, provided that (a) Consultant shall not be restricted from making a general solicitation for employees or independent contractors that is not directed at any such person and (b) nothing in this Section 7(b)(ii) will prohibit the solicitation or hiring of any individual who is no longer employed by the Company or its affiliates at the time of such solicitation or hiring and has not been so employed during the six (6)-month period prior to such solicitation or hiring. The restrictions herein exclude post-doctorate fellows in the Feldman laboratory whose services are leased to the Company.