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continued participation on the same basis (including without limitation, cost contributions) as the other senior executives of the Village Farms Group in all, medical, dental and life insurance coverage in which he was participating on the date of termination for a period of eighteen (18) months to the extent such continued participation is permitted under the plans and policies providing for such coverage. With respect to medical and dental coverage, such coverage shall be provided, if elected by the Executive, pursuant to COBRA coverage; provided that the Company will either waive the premium costs for such coverage or reimburse the Executive for the cost of such premiums. The Company may modify its obligation to provide such benefits to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it under the Patient Protection and Affordable Care Act of 2010, as amended, provided that it does so in a manner that to the extent possible, as determined by the Company in its discretion, preserves the economic benefit and original intent of such benefit but does not cause such a penalty or excise tax.
Section 5. Nondisclosure, Inventions and Noncompetition
(a) Nondisclosure and Inventions.
Definitions. For purposes of this Section 5, the following terms shall have the meanings set forth below.
Competitive Business means any business engaged in providing products and services competitive with those products and services offered by any member of the Village Farms Group at the time of termination of Executives employment.
Confidential Information means all information relating to any member of the Village Farms Group and their respective customers and suppliers considered by any member of the Village Farms Group to be confidential including, without limitation, (a) business plans, research, development, and marketing strategies, customer names and lists, product and service prices and lines, processes, designs, formulae, methods, financial information, costs, supplies, and (b) the Trade Secrets (as defined below). Confidential Information shall not include the foregoing that is or becomes (i) in the public domain other than through acts by the Executive, (ii) already lawfully in the Executives possession at the time of disclosure by the Company as evidenced by the Executives written records, (c) disclosed to the Executive by a third party who is not prohibited from disclosing the information pursuant to any fiduciary, contractual, or other duty to any member of the Village Farms Group, or (d) required by law, rule, regulation or court order to be disclosed.
Inventions means discoveries, concepts, ideas, methods, formulae, techniques, developments, know-how, inventions, and improvements relating to the business of any member of the Village Farms Group, whether or not patentable, conceived of or made by Executive at any time during the Term, whether before, during, or after business hours, or with the use of the facilities of any member of the Village Farms Group, materials, or personnel, either solely or jointly with others after the Effective Date and during Executives employment by the Village Farms Group.