4. Confidential Information. I understand that the Company continually obtains and develops valuable proprietary and confidential information concerning its scientific or business affairs (the Confidential Information (as defined below)) which may become known to me in connection with my employment by the Company. I acknowledge that all Confidential Information (as defined below), whether or not in writing and whether or not labeled or identified as confidential or proprietary, is and shall remain the exclusive property of the Company or the third party providing such information to me or the Company. While engaged by the Company and thereafter, I shall not, directly or indirectly, use any Confidential Information (as defined below) other than pursuant to my employment by and for the benefit of the Company, or disclose or otherwise make available any Confidential Information to anyone outside of the Company, whether by private communication, public address, publication or otherwise, or disclose or otherwise make available any Confidential Information to anyone within the Company who has not been authorized to receive such information, except as directed in writing by an authorized representative of the Company. The term Confidential Information as used throughout this Agreement shall mean all trade secrets, proprietary information, know- how, data, designs, specifications, processes, customer lists and other technical or business information (and any tangible evidence, record or representation thereof), disclosed to me at any time, whether before or after execution of this Agreement, whether prepared, conceived or developed by a consultant or an employee of the Company (including myself) or received by the Company from an outside source, which is in the possession of the Company (whether or not the property of the Company), which in any way relates to the present or future business of the Company, which is maintained in confidence by the Company, or which might permit the Company or its customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential Information shall include without limitation:
(a) any idea, improvement, invention, innovation, development, concept, technical or clinical data, design, formula, device, pattern, sequence, method, process, machine, manufacturing method, composition of matter, computer program, or software, source code, object code, algorithm, model, diagram, flow chart, chip masking specification, user manual, training or service manual, product specification, plan for a new or revised product, sample, compilation of information, or work in process, or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form); and
(b) the name of any employee, consultant, supplier, customer or prospective customer, or any other customer or prospective customer information, any sales plan, marketing material, plan or survey, business plan or opportunity, product or development plan or specification, business proposal, financial record, or business record or other record or information relating to the present or proposed business of the Company or any customer.
Confidential Information is contained in various media, including without limitation, patent applications, research data and observations, records of clinical trials, computer programs in object and/or source code, technical specifications, laboratory notebooks, supplier and customer lists, internal financial data and other documents and records of the Company.
I may disclose Confidential Information to (i) directors, employees, consultants and representatives of the Company, to (ii) my accountants, financial advisors and counsel, who have a bona fide need to know such information and who are bound by an obligation not to use or disclose such information without authorization from the Company and to (iii) other parties that enter into confidentiality or non-disclosure agreements with the Company and to whom such