a.Confidentiality. You will not, during the Term or thereafter, and other than in the performance of your duties and obligations during the Term or as required by law or legal process, and except as the Company may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon or publish any “Confidential Information” (as defined below) until such time as the information becomes publicly known other than as a result of its disclosure, directly or indirectly, to you. You understand that if you possess any proprietary information of another person or company as a result of prior employment or otherwise, the Company expects and requires that you will honor any and all legal obligations that you have to that person or company with respect to proprietary information, and you will refrain from any unauthorized use or disclosure of such information. For purposes of this Agreement, “Confidential Information” means trade secrets and non-public information which the Company designates as being confidential or which, under the circumstances, should be treated as confidential, including, without limitation, any information received in confidence or developed by the Company, its long and short-term goals, vendor and supply agreements, databases, methods, programs, techniques, business information, financial information, marketing and business plans, proprietary software, personnel information and files, client information, pricing, and other information relating to the business of the Company that is not known generally to the public or in the industry.
b.Reservation of Rights. Nothing in this Agreement shall be construed to prevent or limit you from (i) responding truthfully to a valid subpoena; (ii) filing a charge or complaint with, or participating in any investigation conducted by, a governmental agency including the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission and/or any state or local human rights agency; or (iii) filing, testifying or participating in or otherwise assisting in a proceeding relating to, or reporting, an alleged violation of any federal, state or municipal law relating to fraud or any rule or regulation of the SEC, the Commodity Futures Trading Commission (“CFTC”) or any self-regulatory organization (including, but not limited to, the Financial Industry Regulatory Authority), or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Prior authorization of the Company shall not be required to make any reports or disclosures under this Paragraph 9(b) and you are not required to notify the Company that you have made such reports or disclosures. Further, nothing in this Agreement shall be construed to prevent you from discussing the terms and conditions of your employment to the extent such discussions are legally protected activity under the National Labor Relations Act, including the right to organize, form, join, or assist a union, or for mutual aid or protection, discussing or organizing on non-work time, discussing wages and working conditions with co-workers or a union, raising work-related conditions with the Company or a government agency, lawful strikes or picketing, wearing union paraphernalia except in special circumstances, or choosing not to engage in any of the aforementioned activities. This Agreement does not waive or release your right to