request and cost of the Company, Consultant will promptly do all such reasonable acts or things as the Company and its duly authorized officers may reasonably require to defend in any proceeding, judicial or otherwise, such confidences and disclosures, or (b) becomes generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Consultant.
(b) For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Company or any Portfolio Company, concerning the business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report; technical or research data, clinical data; know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee lists concerning either the Company, one of its affiliated entities, or a Portfolio Company that is communicated to, learned of, developed or otherwise acquired by the Consultant in the course of Consultants Service as a consultant under this Agreement to the Company.
(c) The Consultant agrees that all files, documents, letters, memoranda, reports, records, data sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into her custody or possession, shall be and are the exclusive property of either the Company or a Portfolio Company, and are to be used by the Consultant only in the performance of Consultants duties under this Agreement and shall not be copied or removed from the Companys or Portfolio Companys premises except in the pursuit of the Services. All such materials or copies thereof and all tangible property of the Company or Portfolio Company in the custody or possession of the Consultant shall, unless otherwise agreed to by the Company or Portfolio Company in writing, be delivered to the Company or Portfolio Company upon the earlier of (i) a request by the Company or Portfolio Company, (ii) the termination of this Agreement or (iii) the expiration of the Consultation Period. After such delivery, the Consultant shall not retain any such materials or copies thereof or any such tangible property.
(d) The Consultant agrees that Consultants obligation not to disclose or to use information and materials of the types set forth in paragraphs (b) and (c) above, and Consultants obligation to return materials and tangible property set forth in paragraph (c) above extends to such types of information, materials and tangible property of customers of the Company, a Portfolio