that no other compensation, wages, bonuses, commissions, leave (paid or unpaid) or benefits are due him, except as provided in this Agreement.
(b)Board Member also affirms that he is in possession of all of Board Member’s property that Board Member had at Company's premises and that Company is not in possession of any of Board Member’s property.
(c)Board Member further affirms that he has no known workplace injuries or occupational diseases and has been provided any leave to which Board Member was entitled under the Family and Medical Leave Act.
(d)Board Member further affirms that he has not been retaliated against for reporting any allegations of wrongdoing by Company or its officers, including any allegations of corporate fraud. Both Company and Board Member acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Board Member agrees that if such an administrative claim is made, Board Member shall not be entitled to recover any individual monetary relief or other individual remedies.
8.Confidentiality; Non-Disparagement. During the five years following the Separation Date, the Board Member will not use or disclose to any individual or entity any Confidential Information (as defined below) except (i) as authorized in writing by Company, or (ii) as required by law or legal process, provided, that, prior written notice of such required disclosure is provided to Company and, provided, further, that, all reasonable efforts to preserve the confidentiality of such information shall be made. As used herein, “Confidential Information” shall mean information that (i) is used or potentially useful in Company’s business, (ii) Company treats as proprietary, private or confidential, and (iii) is not generally known to the public. “Confidential Information” includes, without limitation to, information relating to Company’s products or services, processing, manufacturing, selling, customer lists, call lists, customer data, memoranda, notes, records, technical data, sketches, plans, drawings, chemical formulae, trade secrets, composition of products, research and development data, sources of supply and material, operating and cost data, financial information, and information contained in manuals or memoranda. “Confidential Information” also includes proprietary and/or confidential information of Company’s customers, suppliers and trading partners who may share such information with Company pursuant to a confidentiality agreement or otherwise. The Board Member agrees to treat all such customer, supplier or trading partner information as “Confidential Information” hereunder. Board Member agrees not to defame, disparage or demean Company in any manner whatsoever.
9. Non-Competition. For twelve (12) months following the Separation Date (the “Noncompete Period”), the Board Member will not, without the prior written consent of the Company, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with, or in any manner connected with, lend the Board Member’s name to, lend the Board Member’s credit to or render services or advice to, any business whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or any of its subsidiaries, in any state or the United States or in any country in which the Company or any of its subsidiaries sells products or conducts business; provided, however, that the Board Member may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Board Member agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. During the Noncompete Period, the Board Member will, within ten (10) days after accepting any employment, advise the Company of the identity of any employer of the Board Member. Receipt of the benefits provided under Section 3 is conditioned upon compliance by the Board Member with this Section.
10. Non-Solicitation; Non-Hire. For the Noncompete Period, the Board Member hereby agrees that he will not, directly or indirectly, either for himself or any other person: (a) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (b) in any way interfere with the relationship between the Company and its subsidiaries and any employee of the Company or any of its subsidiaries, (c) employ, or otherwise engage as an employee, independent contractor or otherwise, any current or former employee of the Company or any of its subsidiaries, other than such former employees who have not worked for the Company or any of its subsidiaries in the prior 12 months; (d) induce or attempt to induce any