(d) Grantee acknowledges and agrees that the length of the covenants set forth in this Section 1 are reasonable and narrowly drawn to impose no greater restraint than is necessary to protect the goodwill of Chloe and its respective Subsidiaries.
2. Confidentiality; Intellectual Property.
(i) Grantee will not at any time, whether during or after the Employment Term, (A) retain or use for the benefit, purposes or account of Grantee or any other Person; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside of Chloe, its Subsidiaries or its Affiliates (other than Grantees professional advisers who are bound by confidentiality obligations or otherwise in performance of Grantees duties during Grantees employment and/or service with Chloe and/or its Affiliates and/or Subsidiaries and pursuant to customary industry practice), any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of Chloe or its Affiliates or Subsidiaries and/or any third party that has disclosed or provided any of same to Chloe or any of its Subsidiaries or Affiliates on a confidential basis (Confidential Information), without the prior written authorization of the Board.
(ii) Confidential Information shall not include any information that is (A) generally known to the industry or the public other than as a result of Grantees breach of this or any other confidentiality covenant; (B) made legitimately available to Grantee by a third party without breach of any confidentiality obligation of which Grantee has knowledge; or (C) required by law to be disclosed; provided that with respect to subsection (C), Grantee shall give prompt written notice to Chloe of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by Chloe to obtain a protective order or similar treatment.
(iii) Except as required by law, Grantee will not disclose to anyone, other than Grantees family (it being understood that, in this Exhibit 3, the term family refers to Grantee, Grantees spouse, children, parents and spouses parents) and advisors, the existence or contents of this Unit Agreement; provided that Grantee may disclose to any prospective future employer the provisions of this Exhibit 3. This Section 2(a)(iii) shall terminate if Chloe publicly discloses a copy of this Unit Agreement (or, if Chloe publicly discloses summaries or excerpts of this Unit Agreement, to the extent so disclosed).
(iv) Upon termination of the Employment Term for any or no reason, Grantee shall (A) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by Chloe or any of its Subsidiaries; and (B) immediately destroy, delete, or return to Chloe, at Chloes