the Company copies of any documents, electronic media or tangible things that contain or refer to confidential, proprietary or trade secret information that is the property of any other party that is now or hereafter in the Executives possession. The Executives acknowledgement of the Companys respect for third party confidential information includes, but is not limited to, the following representations: the Executive has not provided and will not provide any information to the Company that belonged to any prior employer, regardless of whether such information was (A) in the Executives possession as a hard copy document or on a computer, smart phone, PDA or cell phone or on an external hard drive, thumb drive, or any other piece of external media that permits the storage of electronic or (B) in the Executives mind prior to his employment with the Company.
8. CONFIDENTIALITY. During the course of the Executives employment and/or service with the Company, the Executive will have access to Confidential Information. For purposes of this Agreement, Confidential Information means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executives assigned duties and for the benefit of the Company, either during the period of the Executives employment or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the part of the Company to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by the Executive during the Executives employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).
Notwithstanding the foregoing, the confidentiality provisions of this Agreement will not be breached in the event the Executive discloses Company information to the U.S. Securities and Exchange Commission, to the extent necessary to report suspected or actual violations of U.S. securities laws, or where the Executives disclosure of Company information is protected under the whistleblower provisions of any applicable law or regulation. The Executive is not required to inform the Company, in advance or otherwise, that such disclosure(s) has been made. If the Executive discloses Company information that constitutes a trade secret to which the Defend Trade Secrets Act (18 USC Section 1833(b)) applies, then the Executive will not be held criminally or civilly liable under any federal or state trade secret law, or considered to be in violation of the confidentiality provisions of this Agreement if the Executives disclosure is made solely for the purpose of reporting or investigating a suspected violation of law and in confidence to a federal, state, or local government official, whether directly or indirectly, or to an attorney; or where the Executives disclosure is made in a complaint or other document filed in a lawsuit or other proceeding against the Company, and such filing is made under seal.
9. NONDISPARAGEMENT. The Executive agrees not to make negative comments about or otherwise disparage the Company or any of its respective affiliates or any of their officers, directors,