4. Employer Information.
4.1 Confidential Information and Trade Secrets.
(a) The parties acknowledge that the Bank shall disclose during the Term, or has already disclosed, to Brown for use in Browns service, and that during the Term and Browns service as a member of the Board, Brown will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect list and contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to its businesses and activities, or the manner in which the Bank does business, which is valuable to the Bank in conducting its business because the information is kept confidential and is not generally known to the Banks competitors or to the general public (the Confidential Information). Confidential information does not include information (1) that has been voluntarily disclosed to the public by the Bank, except where such public disclosure has been made by Brown without authorization from the Bank; (2) that has been independently developed and disclosed by others, or (3) that has otherwise entered the public domain through lawful means.
(b) To the extent that the Confidential Information rises to the level of a trade secret under applicable law, then Brown shall, during Browns service and for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by applicable law) (i) protect and maintain the confidentiality of such trade secrets and (ii) refrain from disclosing, copying, or using any such trade secrets, without the Banks prior written consent, except as necessary in Browns performance of Browns duties under this Agreement.
(c) To the extent that the Confidential Information defined above does not rise to the level of a trade secret under applicable law, Brown shall, during Browns service as a member of the Board and thereafter, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Banks prior written consent, except as necessary in Browns performance of Browns duties under this Agreement.
4.2 Return of Property of the Bank. Upon any voluntary or involuntary termination of Browns service (or at any time upon request by the Bank), Brown agrees to immediately return to the Bank all property of the Bank (including, without limitation, all documents, electronic files, records, computer disks or other tangible or intangible things that may or may not relate to or otherwise comprise Confidential Information or trade secrets, as defined by applicable law) that Brown created, used, possessed or maintained while providing services to the Bank from whatever source and whenever created, including all reproductions or excerpts thereof. This provision does not apply to purely personal documents of Brown, but it does apply to business calendars, customer lists, contact information, computer programs, disks and their contents and like information that may contain some personal matters of Brown. Brown acknowledges that title to all such property is vested in the Bank. Upon request by the Bank, Brown shall certify in writing that Brown has complied with this provision and has permanently deleted all Bank information from any computers or other electronic storage devices or media owned by Brown. Brown may only retain information relating to Browns own compensation and benefits.
5. Non-Competition. During Browns service as a member of the Board and for a period of twelve (12) months thereafter, Brown covenants and agrees that Brown shall not, directly or indirectly, compete with the Bank, as an officer, director, member, principal, partner, shareholder (other than a shareholder in a company that is publicly traded and so long as such ownership is less than five (5) percent), owner,