(b) Confidentiality. The Executive understands and agrees that the Executives employment creates a relationship of confidence and trust between the Executive and the Company with respect to all Confidential Information. At all times, both during the Executives employment with the Company and the Employer and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Executives duties to the Company and/or the Employer, or as required by law. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted or applied to prohibit Executive from disclosing matters that are protected under any applicable whistleblower laws, including reporting possible violations of laws or regulations, or responding to inquiries from, or testifying before, any governmental agency or self-regulating authority, all without notice to or consent from the Company or the Employer. Additionally, Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executives attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.
(c) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Company and/or the Employer or are produced by the Executive in connection with the Executives employment will be and remain the sole property of the Company and the Employer. The Executive will return to the Company and/or the Employer (as applicable) all such materials and property as and when requested by the Company or the Employer. In any event, the Executive will return all such materials and property immediately upon termination of the Executives employment for any reason. The Executive will not retain with the Executive any such material or property or any copies thereof after such termination.
(d) Noncompetition and Nonsolicitation. Because the Executives services to the Company and the Employer are special and because the Executive has access to the Companys and the Employers confidential information, the Executive covenants and agrees that during Executives employment with the Company and the Employer and until the end of a 12-month period following the termination of the Executives employment with the Company and the Employer for any reason, the Executive shall not, without the prior written consent of the Company (which shall be authorized by approval of the Board, including the approval of a majority of the independent Directors of the Company), directly or indirectly:
(i) engage, participate or assist in, either individually or as an owner, partner, employee, consultant, director, officer, trustee, or agent of any business that engages or attempts to engage in, directly or indirectly, the acquisition, development, construction, operation, management, or leasing of any commercial real estate property in any of the Companys Markets (as hereinafter defined) at the time of the Executives termination of employment;