Non-Solicitation of Customers, Affiliates, Sub-Affiliates or Employees. Employee acknowledges the highly confidential nature of information regarding the Companys customers, affiliates, sub-affiliates, employees, agents, independent contractors, suppliers, and consultants. The Employee will not during his or her employment or within two years after it ends (the Restricted Period), whether voluntarily or otherwise, without the Companys express written consent, directly or indirectly (i) hire, solicit, recruit, or induce to leave the employ of the Company any employee, agent, independent contractor or consultant of the Company; (ii) use the Companys Proprietary Information to solicit the business of any clients or customers of the Company (other than on behalf of the Company); or (iii) encourage to terminate or alter any relationship between (a) the Company, and (b) any customer, affiliate, sub-affiliate, employee, agent, independent contractor, supplier, consultant, or any other person or company.
Use of Proprietary Information or Inventions. In the event of termination of Employees employment with the Company, whether voluntarily or otherwise, Employee agrees that he or she will protect the value of the Proprietary Information and Inventions of the Company and will prevent their misappropriation or disclosure. Employee will not disclose or use to his or her benefit (or the benefit of any third party) or to the detriment of the Company any Proprietary Information or Invention.
Non-Competition. During the Employees employment with the Company, and within the Restricted Period following Employees termination from employment, whether voluntarily or otherwise, Employee will not, directly or indirectly, for Employees own benefit for the benefit any third party, do anything to compete (as a principal, shareholder, partner, director, officer, agent, executive, consultant, contractor, employee, lender or otherwise) with the Companys present or contemplated Business (as defined below), nor will he or she plan or organize any competitive business activity, anywhere in the United States or other geographic territories where the Company sells or markets its products or services. The Business of the Company includes the development and discovery of new medicines targeting chromatin function to treat cancer and rare diseases. The Employee agrees that such competitive activities would necessarily and inevitably involve disclosure or use of Proprietary Information in violation of this Agreement. Notwithstanding the above, the provisions of this Section 4(c) shall not prevent Employee from holding passive investment of less than two percent (2%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system.
Delivery of Documents and Data Upon Termination of Employment. In the event of termination (voluntary or otherwise) of Employees employment with the Company, Employee agrees, promptly and without request, to deliver to and inform the Company of all documents and data pertaining to his or her employment and the Proprietary Information and Inventions of the Company, whether prepared by Employee or otherwise coming into his or her possession or control, and to sign Exhibit B to this Agreement. Employee will not retain any written or other tangible material containing any information concerning or disclosing any of the Proprietary Information or Inventions of the Company.
Relief. Employee agrees that his or her breach of this Agreement will cause the Company irreparable harm for which money is inadequate compensation. Employee agrees that the Company will be entitled to preliminary and permanent injunctive relief to enforce this Agreement, in addition to damages, costs, other available remedies, reasonable attorneys fees incurred by the Company in enforcing its right under this agreement, and an equitable accounting of all earnings, profits, and other