9. Other Covenants. Executive hereby makes the following covenants, each of which Executive acknowledges and agrees are a material part of this Agreement:
9.1 During the Term, Executive will not (a) breach any agreement to keep in confidence any confidential or proprietary information, knowledge or data acquired by Executive prior to Executive’s employment with Orbis, or (b) disclose to GCE or Orbis, or use or induce GCE or Orbis to use, any confidential or proprietary information or material belonging to any previous employer or any other third party. Executive acknowledges that Orbis has specifically instructed Executive not to breach any such agreement or make any such disclosure to GCE or Orbis.
9.2 During the Term, Executive will not engage in any work or activity, paid or unpaid, that creates an actual conflict of interest with GCE or Orbis. Such work shall include, but is not limited to, directly or indirectly competing with GCE or Orbis in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which GCE or Orbis is now engaged or in which GCE or Orbis becomes engaged during the Term, as may be determined by GCE and Orbis in their sole discretion. If Orbis believes such a conflict exists during the Term, Orbis may ask Executive to choose to discontinue the other work or activity or resign employment with Orbis.
9.3 During the Term and after the termination thereof, neither Executive nor Orbis will disparage each other, or Orbis's products, services, agents or employees.
9.4 During the Term and after the termination thereof, at Orbis's expense and upon its reasonable request, Executive will cooperate and assist Orbis in its defense or prosecution of any disputes, differences, grievances, claims, charges, or complaints between Orbis and any third party, which assistance will include testifying on Orbis's behalf in connection with any such matter or performing any other task reasonably requested by Orbis in connection therewith.
10. Confidentiality and Proprietary Rights. Executive agrees to abide by the Nondisclosure Agreement, which is incorporated herein by reference.
11. Non-Competition; Nonsolicitation of Orbis' Employees. Executive acknowledges that in the course of his employment with Orbis he will serve as a member of Orbis’s senior management and will become familiar with GCE and Orbis's trade secrets and with other confidential and proprietary information and that his services will be of special, unique and extraordinary value to GCE and Orbis. Executive further acknowledges that the business of GCE and Orbis is national in scope and that GCE and Orbis, in the course of such business compete with other companies located throughout the United States. Therefore, in consideration of the foregoing, Executive agrees that, during the Term, and during the twelve-month (12) month period following the Term, Executive shall not directly or indirectly anywhere within the United States of America (a) own (except ownership of less than 1% of any class of securities which are listed for trading on any securities exchange or which are traded in the over-the-counter market), manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in the operation of (i) any business that develops or administers educational services to degree-granting institutions of higher education, or (ii) any other business of GCE or Orbis in which Executive had significant involvement prior to Executive's separation; (b) induce or attempt to induce any employee of GCE or Orbis to leave the employ of Orbis, or in any way interfere with the relationship between GCE or Orbis and any employee thereof, or (c) induce or attempt to induce any customer, supplier, licensee or other business relation of GCE or Orbis to cease doing