applicable law), and such obligations will continue for so long as the information in question continues to constitute Confidential Information, but shall not apply to any information which is or becomes publicly available otherwise than by any breach of this Section 8. As used herein, Confidential Information means all information of the Company in any form that relates to the past, present and future business affairs of the Company or a person not a party to this Agreement whose information the Company has in its possession under obligations of confidentiality, which has value to the Company or, if owned by someone else, has value to that third party, and is not generally known to the Companys competitors. Confidential Information includes, but is not limited to, (a) methods of operation, (b) price lists, (c) financial information and projections, (d) personnel data, (e) past, present or future business plans, (f) the composition, description, schematic or design of products or equipment of the Company or any third party, (g) advertising or marketing plans, (h) information regarding the Companys independent contractors or employees, (i) information regarding customer, supplier, vendor, licensee, issuer, originator, investor or other business relation of the Company, (j) information regarding any third party, and (k) all writings, works of authorship, technology, designs, specifications, schematics, tests, test results, manufacturing techniques, manufacturing documentation, inventions, discoveries, ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Executive individually or jointly with others during the period of Executives employment by the Company and relating in any way to the business or demonstrably contemplated business, research or development of the Company and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof. Confidential Information also includes trade secrets (as defined under applicable law) as well as information that does not rise to the level of a trade secret, information that has been entrusted to the Company by a third party under an obligation of confidentiality, and other such confidential or proprietary information, whether such information is developed in whole or in part by Executive, by others in the Company or obtained by the Company from third parties, and irrespective of whether such information has been identified by the Company as secret or confidential.
9. Covenant Not to Solicit. Executive shall not, during the Term and for a period ending on the date one (1) year from Executives termination of employment, directly or indirectly through another person or entity (a) induce or attempt to induce any officer or employee of the Company or its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company and any of its affiliates and any officer or employee thereof, (b) hire any person who was an officer or employee of the Company or any of its affiliates within 180 days after such person ceased to be an officer or employee of the Company or any of its affiliates or (c) induce or attempt to induce any customer, supplier, vendor, licensee, issuer, originator, investor or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate for purposes of selling or providing any products or services competitive with those sold or provided by the Company or such affiliate or in any way interfere with the relationship between any such customer, supplier, vendor, licensee, issuer, originator, investor or business relation and the Company or any of its affiliates. For purposes of this Agreement, products and services shall be considered competitive with those sold or provided by the Company or any of its affiliates if such products or services are of the type conducted, authorized, offered or provided by the Company or such affiliate within one (1) year prior to the Date of Termination.
10. Covenant not to Compete. Executive shall not, during the Term and for a period ending on the date eighteen (18) months from Executives termination of employment,1 directly or indirectly, whether through Executive or through another person or entity, engage in the Prohibited Activities in the Territory for or on behalf of Executive or any other business entity that is a Competitive Business; provided, that this covenant shall not prohibit Executives passive ownership of up to 1% of the equity securities of any Competitive Business. The parties acknowledge and agree that, if necessary to determine the reasonable geographic scope of this restraint, the Company may rely on appropriate documentation and evidence outside the provisions of this Agreement.
|1 || |
For the avoidance of doubt, Executives post-employment non-solicit and non-compete obligations under Sections 9 and 10 of this Agreement begin after the period of Executives employment by the Company or a Third Party Beneficiary pursuant to the terms of this Agreement or through assignment of this Agreement.