Common use of Company Protections Clause in Contracts

Company Protections. (a) During the Consultant’s engagement as an independent contractor performing the Consulting Services for the Company, the Consultant Parties may have access to or otherwise become familiar with certain Confidential Information (as defined below) that is proprietary to the Company Parties and/or provides the Company Parties with a crucial competitive advantage. Consultant agrees that the Consultant and the Consultant Parties will not divulge, use, publish, or in any other manner reveal any Confidential Information except (x) during Consultant’s engagement with the Company as required for, and to the extent authorized by the Company, in furtherance of the proper performance of the Consulting Services, or (y) as discussed with, and approved in writing by the Company. For purposes of this Agreement, “Confidential Information” includes any and all non-public information, confidential information, proprietary information, trade secrets, or other information (whether oral or written, whether maintained in hard copy, electronically, or otherwise) regarding the business or affairs of the Company Parties, including, without limitation, (i) trade secrets, inventions, algorithms, mask works, ideas, processes, formulas, software in source or object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all intellectual property rights, and genetic and protein biomarkers of any and all kinds used in or related to Company diagnostic tests, products, or research, even if not patented or patentable; (ii) information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting Company business, suppliers and supplier information, and purchasing; (iii) information regarding customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of Company and other non-public information relating to customers and potential customers; (iv) information regarding any of Company’s business partners and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by Company, and other non-public information relating to business partners; (v) information regarding personnel, employee lists, compensation, and employee skills; and (vi) any other non-public information which a competitor of Company could use to the competitive disadvantage of Company. For purposes of this Agreement, (i) the “Company Entities” means Company and each and all of Company’s respective affiliates and subsidiaries, and including each and all of their respective advisory, management, and partner entities and/or funds and any successor or permitted transferee of any of the foregoing; and (ii) the “Company Parties” means, collectively, each and all of the Company Entities and each and all of their respective current and former shareholders, interest holders, unit holders, advisors, managers, officers, directors, partners, principals, members, employees, fiduciaries, representatives, and agents. (b) Upon ceasing to perform the Consulting Services for the Company, or at any other time requested by the Company, the Consultant Parties shall return all Company Confidential Information, documents, or other Company property. (c) Except as provided in Section 5(d), below, the Consultant Parties agree that in the event they are served with a subpoena, document request, information request, interrogatory, or any other legal process (i) that will or may require any Consultant Party to disclose any Confidential Information, or (ii) relating to the Company Parties, the Consultant will immediately notify the Chairman of the Board of such fact, in writing, and provide a copy of such subpoena, document request, interrogatory, or other legal process. The Consultant Parties further agree to cooperate with the Company in any lawful response to such subpoena, document request, information request, interrogatory, or legal process. (d) In accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement, any other agreement, or any Company policy shall prevent the Consultant Parties from, or expose the Consultant Parties to criminal or civil liability under foreign, or U.S. federal or state trade secrets law for, (i) directly or indirectly sharing any trade secrets, Confidential Information, or other information (except information protected by the Company’s attorney-client or work product privilege) with an attorney, law enforcement, or with any foreign, federal, state, or local governmental agency, official, or entity (including the Department of Justice, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, any analogous state or local agencies, the Congress, and any agency Inspector General), for the purpose of reporting, investigating, complaining about, or cooperating with respect to a suspected violation of law (including any whistleblower retaliation claim), whether in response to a subpoena or otherwise, without notice to the Company, or (ii) disclosing trade secrets in a complaint or other document filed in an arbitration, lawsuit, or other proceeding (including any whistleblower retaliation claim), provided that the filing is made under seal. (e) Consultant acknowledges and agrees that Consultant is bound by certain restrictive covenants pursuant to the Confidential Separation Agreement and General Release of All Claims by and between Consultant and the Company, dated December 1, 2022, and that nothing contained herein shall be deemed to abrogate such obligations.