is or becomes publicly available or independently known to the Executive through a third party not under a duty of confidentiality to the Company or the Executive. In the event the Executive is
served with a subpoena, court order or similar legal mandate requiring the disclosure of Confidential Information, the Executive will provide the Company reasonable notice and opportunity to intervene and protect the Companys Confidential
Information prior to disclosure unless such notice is prohibited by applicable law. The Executive is not required to provide any notice to the Company prior to the Executive communicating with the Security Exchanged Commission (SEC) or any other
government agency or law enforcement.
This confidentiality covenant has no temporal (except as provided above), geographical, or
territorial restriction. Upon termination of the Executives employment, the Executive will promptly return to the Company (i) all property of the Company Group and (ii) all notes, memoranda, writings, lists, files,
reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, financial data, or any other tangible product or document containing Confidential Information, and any copies thereof, in any format,
produced by, received by, or otherwise submitted to the Executive during or prior to the Executives employment and will permanently delete any Confidential Information that may be stored in any personal device or cloud.
2. Noncompetition. By and in consideration of the Executives employment by the Company and the payments to be made and
benefits to be provided by the Company, as provided in the Offer Letter, and in connection with the Executives employment, and further in consideration of the Executives exposure to the proprietary information of the Company Group, the
Executive agrees that the Executive will not, during the Noncompetition Term (as defined below), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of,
including but not limited to holding any position as a shareholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall
ownership of less than 1% of the outstanding equity securities of any issuer whose securities are registered under the Securities and Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 2. Following termination of
the Executives employment, upon request of the Company during the Noncompetition Term, the Executive shall notify the Company of the Executives then-current employment status. The confidentiality obligations set forth above and the
noncompetition obligations set forth in this Section shall not restrict Executives right to practice law following employment and do not expand the scope of the attorneys duty of confidentiality under the applicable rules of professional
conduct.
3. Nonsolicitation. During the Nonsolicitation Term, the Executive shall not, and shall not cause any other person
to, (i) interfere with or harm, or attempt to interfere with or harm, the relationship of any member of the Company Group with any Restricted Person (as defined below), or (ii) endeavor to entice any Restricted Person away
from the Company Group.
4. Proprietary Rights. The Executive assigns all of the Executives interest in any and all
inventions, discoveries, improvements, and patentable or copyrightable works initiated, conceived, or made by the Executive, either alone or in conjunction with others (Work Product), during employment with the Company and related to the
business or activities of the Company Group to the Company or its nominee. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments, or other instruments that the Company shall in good faith deem
necessary to apply for and obtain trademarks, patents, or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group therein. These obligations shall continue beyond the conclusion of the
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