otherwise shall prevent or prohibit Employee from having an equity interest in, or providing services to, (x) a private equity or hedge fund that has investments in the Business, (y) a subsidiary, division or affiliate of an entity engaged in the Business as long as such subsidiary, division or affiliate does not engage in competition with Company in a manner prohibited hereunder for Employee to be employed by it if it were a stand-alone company or (z) a company that engages in the Business, but derives less than 5% of such companys annual gross revenue from the Business; provided that, in each of clauses (x), (y), or (z), Employee does not provide services, directly or indirectly, to the Business and does not have any direct reports who provide services, directly or indirectly, to the Business, it being understood that, for purposes of (z) above, Employee shall not be considered to be providing direct or indirect services to the Business if the person in charge of the Business is not Employee or a direct report of Employee. [Notwithstanding anything in this Agreement to the contrary, this Agreement shall not be construed in any way to limit or restrict Employees right to practice law in any jurisdiction, including, without limitation, as in-house legal counsel to any company in any industry.]12
3. Confidentiality and Security.
(a) Confidential Information. Employee understands and acknowledges that during the course of employment with Company, Employee will have access to and learn about confidential, secret, and proprietary documents, materials, data, and other information, in tangible and intangible form, of and relating to Companys Business, including its existing and prospective customers, suppliers, and other associated third parties (Confidential Information). Employee further understands and acknowledges that this Confidential Information and Companys ability to reserve it for the exclusive knowledge and use of Company is of great competitive importance and commercial value to Company, and that improper use or disclosure of the Confidential Information by Employee may cause irreparable harm to Company, for which remedies at law may not be adequate and may also cause Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties and civil damages or penalties.
For purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, documents, research, operations, services, strategies, agreements, contracts, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, applications, operating systems, pricing information, customer information and customer lists of Company and Companys Business or of any other person or entity that has entrusted information to Company in confidence. The Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
Employee understands and agrees that Confidential Information developed by Employee in the course of Employees employment by Company shall be subject to the terms and conditions of this Agreement as if Company furnished the same Confidential Information to Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public or within Companys industry, provided that such disclosure to the public or within the Companys industry is through no direct or indirect fault of Employee or person(s) acting on Employees behalf.
Language to be used only for in-house legal counsel, including Chief Legal and Administrative Officer.