For purposes of this Letter Agreement, the Restriction Period shall mean: (a) if you hold the title of Executive Chairman, Chief Executive Officer or President of the Company or any of its Subsidiaries, eighteen (18) months following your Termination Date, (b) if you hold the title of Chief Investment Officer or Chief Accounting Officer of the Company or any of its Subsidiaries, twelve (12) months following your Termination Date, and (c) if you hold any other officer title of the Company or any of its Subsidiaries, nine (9) months following your Termination Date.
(1) Confidential Information.
(a) Subject to subparagraph (c), you agree at all times to hold in strictest confidence, and not to use, except for the benefit of the Company, any of the Companys Trade Secrets or Confidential Information or to disclose to any person, firm or entity any of the Companys Trade Secrets or Confidential Information except (i) as authorized in writing by the Company Board, (ii) as authorized by the Companys management, pursuant to a written non-disclosure agreement, or (iii) as required by law.
(I) For purposes of this Letter Agreement, Trade Secrets shall mean any of information of the Company, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
(II) For purposes of this Letter Agreement, Confidential Information shall mean any data and information (A) relating to the business of the Company, regardless of whether the data or information constitutes a Trade Secret; (B) disclosed to you or of which he/she became aware of as a consequence of your relationship with the Company; (C) having value to the Company; (D) not generally known to competitors of the Company; and (E) which includes Trade Secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information; provided, however, that Confidential Information shall not mean data or information which has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by you without authorization from the Company, which has been independently developed and disclosed by others, or which has otherwise entered the public domain through lawful means.
(b) You agree that you will not, during your employment with the Company (the Employment Period), knowingly improperly use or disclose any proprietary information or trade secrets of any former employer and that you will not bring onto the premises of the Company any proprietary information belonging to such employer unless consented to in writing by such employer.
(c) The Defend Trade Secrets Act (18 U.S.C. § 1833(b)) states: An individual shall not be held criminally or civilly liable under any federal or state Trade Secret law for the disclosure of a Trade Secret that (i) is made (A) in confidence to a federal, state, or local government official,