(c) To the fullest extent permitted by applicable law, you agree that for the 24-month period following the Resignation Date, you will not, directly or indirectly, on your own behalf or on behalf of another (i) solicit, induce or attempt to solicit or induce any officer, executive or director of the Company to terminate their relationship with or leave the employ of the Company or (ii) hire (or other similar arrangement) any officer, executive or director, who is, or at any time in the 6 months preceding the Resignation Date was, an officer, executive or director of the Company.
(d) You recognize and acknowledge that you have access to confidential information and/or have had or will have material contact with the Companys customers, suppliers, licensees, representatives, agents, partners, licensors, or business relations. You agree that following the Resignation Date in perpetuity, you shall maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for your benefit or the benefit of any person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Companys operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, or deliver to any person any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. Upon your resignation, you shall promptly deliver to the Company, or at the Companys request destroy, all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Companys customers, business plans, marketing strategies, products or processes. You may respond to a lawful and valid subpoena or other legal process but shall give the Company notice as soon as practicable thereof, and, if permitted, make reasonably available to the Company and its counsel the documents and other information sought and, if requested by the Company, shall reasonably assist such counsel in resisting or otherwise responding to such process. The Company shall promptly reimburse you for all reasonable fees and costs associated with your cooperation under this Section, provided that you submit a written request (with documentation evidencing such fees and costs) for such reimbursement within 30 days of incurring such fees and costs.
(e) You shall not, at any time following the Resignation Date in perpetuity, directly or indirectly, knowingly disparage or otherwise make derogatory statements regarding the Company, or any of its successors, directors or officers which could reasonably expected to adversely affect the personal or professional reputation of the Company or any of its successors, directors, or officers. The foregoing shall not be violated by your truthful responses to legal process or inquiry by a governmental authority. The Company shall not, and shall cause its then-current executive officers not to, at any time following the Resignation Date in perpetuity, directly or indirectly, knowingly disparage or otherwise make derogatory statements regarding you which could reasonably expected to adversely affect your personal or professional reputation.
(f) You agree that the results and proceeds of your services for the Company (including any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by you, either alone or jointly with others (collectively, Inventions), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, Proprietary Rights) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to you whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for- hire and/or there are any Proprietary Rights which