Common use of Non Solicitation and Confidentiality Clause in Contracts

Non Solicitation and Confidentiality. To the maximum extent permissible by law: (a) During his employment with the Company and for a period of one year after the termination of his employment with the Company for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall not, directly or indirectly induce or intentionally influence any customer, Executive, consultant, independent contractor or supplier of the Company to change his, her or its business relationship with or terminate employment with the Company. (b) During his employment with the Company and at all times thereafter, and except as required by law, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company other than the Company, any confidential information of the Company that Executive acquires in the course of his employment, which is not otherwise lawfully known by and readily available to the general public. This confidential information includes, but is not limited to: any non-public information regarding the business, marketing, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of Executives, suppliers or customers. Executive confirms that such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon his termination, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall deliver to the Company all correspondence, documents, books, records, lists, computer programs and other writings relating to the Company’s business. (c) Both during his employment with the Company and following his termination for any reason, whether by Executive or by the Company and whether during the term of this Agreement or following the expiration of the Agreement, Executive shall, upon reasonable notice, furnish to the Company such information pertaining to his employment with the Company as may be in his possession. The Company shall reimburse Executive for all reasonable expenses incurred by his in fulfilling his obligation under this subparagraph (c). (d) The provisions of subparagraphs (a), (b) and (c) shall survive the cessation of Executive’s employment for any reason, as well as the expiration of this Agreement at the end of its term or at any time prior thereto. (e) Executive agrees that if any or any portion of the foregoing covenants, or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected and the remaining covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees that the Court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the covenant shall then be enforceable in its reduced form. If Executive violates any of the restrictions contained in subparagraphs (a) or (b), the period of such violation (from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of the Company) shall not count toward or be included in the restrictive period contained in subparagraphs (a) and (b).

Non Solicitation and Confidentiality. To the maximum extent permissible by law: (a) During his employment with the Company and Each Investor agrees that, for a period of one year three (3) years after the termination of Closing Date, such Investor shall not (and it shall cause its controlled Affiliates not to), either directly or indirectly, solicit for employment or hire any Business Employees or attempt to induce any such person to terminate his or her employment or other service providing relationship with the Company for Buyer or any reason whatsoeverAffiliate thereof; provided, whether however, that this Section 1(a) shall not restrict the activities of any portfolio company of such Investor unless any such portfolio company has been provided Confidential Information by Executive or on behalf of such Investor. Such Investor agrees that if it violates the provisions of this Section 1(a), it will continue to be held by the Company and whether during the term of restrictions set forth in this Agreement or subsequent Section 1(a) until an aggregate period equal to the expiration period of this Agreement, Executive shall not, directly or indirectly induce or intentionally influence restriction has expired without any customer, Executive, consultant, independent contractor or supplier of the Company to change his, her or its business relationship with or terminate employment with the Companyviolation. (b) During his employment with Each Investor agrees that, from and after the Company and at all times thereafterClosing, and except as required by law, Executive such Investor shall not (and it shall cause its controlled Affiliates not to), either directly or indirectly, disclose or make use for his personal benefitof any knowledge, information or documents concerning the Acquired Assets or the Business (including the financial information, technical information or data relating to Seller’s products or services and names of customers of Seller and the existence or terms of the Purchase Agreement or any other Transaction Document or any information regarding the negotiation hereof or thereof) (“Confidential Information”), except to the extent that such knowledge, information or documents (i) shall have become generally known to the public other than through disclosure by any Investor or an Affiliate thereof or (ii) is required to be disclosed by Law or any Governmental Authority; provided that, to the extent reasonably practicable, such Investor shall consult in advance with (and take into account the reasonable requests of) Buyer on the proposed form, timing, content and purpose of the disclosure; provided that nothing shall prohibit or otherwise limit such Investor or any of its affiliated investment funds, management companies or general partners or any of their respective Representatives from disclosing any confidential or nonpublic information related to the investment in Seller by such Investor or any of its affiliated investment funds, management companies or general partners or any of their respective Representatives, Seller’s pre-Closing summary financial performance, the return on investment realized by such Investor or any of its affiliated investment funds, management companies or general partners with respect to the transactions contemplated by the Purchase Agreement, or disclosethe enterprise or equity value of Seller implied by the transactions contemplated by the Purchase Agreement to any Affiliates, communicate or divulge to, or use for the direct or indirect benefit ofequityholders, partners, directors, officers and/or Representatives of such Investor or any personof its affiliated investment funds, firmmanagement companies or general partners, association including in connection with any reporting obligations to any direct or company other than the Companyindirect equityholders or partners of such Investor or any of its affiliated investment funds, any confidential information of the Company that Executive acquires in the course of his employment, which is not otherwise lawfully known by and readily available management companies or general partners. Notwithstanding anything herein to the general public. This confidential information includescontrary, but is not limited to: nothing herein shall be deemed to permit such Investor or any non-public information regarding the business, marketing, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of Executives, suppliers or customers. Executive confirms that such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon his termination, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall deliver to the Company all correspondence, documents, books, records, lists, computer programs and other writings relating to the Company’s business. (c) Both during his employment with the Company and following his termination for any reason, whether by Executive or by the Company and whether during the term of this Agreement or following the expiration of the Agreement, Executive shall, upon reasonable notice, furnish to the Company such information pertaining to his employment with the Company as may be in his possession. The Company shall reimburse Executive for all reasonable expenses incurred by his in fulfilling his obligation under this subparagraph (c). (d) The provisions of subparagraphs (a), (b) and (c) shall survive the cessation of Executive’s employment for any reason, as well as the expiration of this Agreement at the end of its term affiliated investment funds, management companies or at any time prior thereto. (e) Executive agrees that if any general partners or any portion of their respective Representatives to disclose the foregoing covenantsFinancial Statements in their entirety or confidential or proprietary information concerning the customers, suppliers, products, services, billing information, Material Contracts, Real Property Leases or the application thereof, is construed to be invalid or unenforceable, the remainder Intellectual Property of such covenant or covenants or the application thereof shall not be affected and the remaining covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees that the Court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the covenant shall then be enforceable in its reduced form. If Executive violates any of the restrictions contained in subparagraphs (a) or (b), the period of such violation (from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of the Company) shall not count toward or be included in the restrictive period contained in subparagraphs (a) and (b)Seller.

Non Solicitation and Confidentiality. To the maximum extent permissible by permitted under local law: , during the Grantee’s employment with the Company or its Affiliate, and for the one-year period following termination of such employment, the Grantee will not, without prior written approval from the senior human resources leader of the Grantee’s business segment: (a) During directly or indirectly solicit or encourage any person who is an employee of the Company or any of its Affiliates to terminate his or her employment relationship with, or accept any other employment outside of, the Company and its Affiliates; (b) directly hire, or recommend or cause to be hired by an entity for which the Grantee works, any person who is, or was within one year before or after the Grantee’s termination of employment with the Company and for a period of one year after the termination of his employment with the Company for any reason whatsoeverits Affiliates, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall not, directly or indirectly induce or intentionally influence any customer, Executive, consultant, independent contractor or supplier an employee of the Company to change his, her or any of its business relationship with Affiliates; or terminate employment with the Company. (bc) During his employment with the Company and at all times thereafter, and except as required by law, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company other than the Company, any confidential information of the Company that Executive acquires in the course of his employment, which is not otherwise lawfully known by and readily available to the general public. This confidential information includes, but is not limited to: provide any non-public information regarding the business, marketing, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of Executives, suppliers or customers. Executive confirms that such information is confidential and constitutes the exclusive property an employee of the Company, and agrees that, immediately upon his termination, whether by Executive Company or by its Affiliates to any external person in connection with employment outside the Company and whether its Affiliates, including, but not limited to, recruiters and prospective employers. Furthermore, during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall deliver to the Company all correspondence, documents, books, records, lists, computer programs and other writings relating to the CompanyGrantee’s business. (c) Both during his employment with the Company or its Affiliate, and following for all periods thereafter, the Grantee will not breach his termination for or her Employee Innovation and Proprietary Information Agreement or otherwise disclose the Company’s or Affiliate’s non-public information. The Grantee agrees that any reason, whether breach by Executive him or by her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and whether during its Affiliates for which money damages may not be an adequate remedy. Accordingly, the term of this Agreement or following the expiration of the Agreement, Executive shall, upon reasonable notice, furnish to Grantee agrees that the Company and its Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent the breach of such information pertaining obligations. The Grantee also agrees to his employment with indemnify and hold the Company as may be in his possession. The Company shall reimburse Executive for and its Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred by his in fulfilling his obligation enforcing its rights under this subparagraph (c). (d) The provisions of subparagraphs (a), (b) and (c) shall survive the cessation of Executive’s employment for any reasonGrant Agreement, as well as repay any payments made hereunder (regardless of whether the expiration of this Agreement at the end of its term or at any time prior thereto. (e) Executive agrees that if any or any portion of the foregoing covenantsPSUs are vested), or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected and the remaining covenant or covenants will then be given full force and effect without regard except to the invalid or unenforceable portions. If any covenant extent that such reimbursement is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees that the Court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the covenant shall then be enforceable in its reduced form. If Executive violates any of the restrictions contained in subparagraphs (a) or (b), the period of such violation (from the commencement of any such violation until such time as such violation shall be cured prohibited by Executive to the satisfaction of the Company) shall not count toward or be included in the restrictive period contained in subparagraphs (a) and (b)law.

Non Solicitation and Confidentiality. To The Employee acknowledges that the maximum extent permissible by lawEmployee has and will be entrusted with Confidential Information. The Employee acknowledges that the Confidential Information may be disclosed verbally or in writing at any time to the Employee and that disclosure of any of the Confidential Information to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Employee further acknowledges that the right to maintain confidential the Confidential Information constitutes a proprietary right that the Corporation is entitled to protect. Accordingly: (a) During his employment the Employee covenants and agrees with the Company and for a period Corporation that the Employee will not disclose any of one year after the termination of his employment with Confidential Information to any Person nor shall the Company Employee use the same for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall not, directly or indirectly induce or intentionally influence any customer, Executive, consultant, independent contractor or supplier purposes other than those of the Company to change his, her or its business relationship with or terminate employment with the Company.Corporation; (b) During his employment the Employee, covenants and agrees with the Company Corporation that during the Term and at all times thereafterany time during a one (1) year period following the Date of Termination the Employee will not, and except as required either individually or in conjunction with any Person, induce any employee of the Corporation to leave the employ of the Corporation or to become employed by law, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company Person other than the Company, any confidential information of the Company that Executive acquires in the course of his employment, which is not otherwise lawfully known by and readily available to the general public. This confidential information includes, but is not limited to: any non-public information regarding the business, marketing, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of Executives, suppliers or customers. Executive confirms that such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon his termination, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall deliver to the Company all correspondence, documents, books, records, lists, computer programs and other writings relating to the Company’s business.Corporation; (c) Both during his employment with the Company and following his termination for Employee shall cause any reason, whether by Executive copies or reproductions of the Confidential Information made by the Company and whether during Employee to bear the term of this Agreement copyright or following proprietary notices contained in the expiration of the Agreement, Executive shall, upon reasonable notice, furnish to the Company such information pertaining to his employment with the Company as may be in his possession. The Company shall reimburse Executive for all reasonable expenses incurred by his in fulfilling his obligation under this subparagraph (c).original; (d) The provisions the Employee shall, upon completion of subparagraphs (a)the Services, (b) upon termination of the Employee's engagement hereunder, or upon demand, whichever is earliest, return to the Corporation any and (c) shall survive all Confidential Information, including any copies or reproductions, in the cessation of Executive’s employment for any reason, as well as the expiration of this Agreement at the end of its term Employee's possession or at any time prior thereto.control; and (e) Executive agrees the Employee shall promptly advise the Corporation if the Employee learns of any unauthorized use or disclosure of Confidential Information, and the Employee shall provide to the Corporation complete details regarding same. The Employee acknowledges that if any the breach or any portion threatened breach of the obligations under this Article 6 by the Employee will give rise to irreparable injury to the Corporation, which injury will be inadequately compensable in money damages. Accordingly, the Corporation may seek and obtain injunctive relief against the breach or threatened breach of the foregoing covenantsundertakings, or the application thereof, is construed in addition to any other legal remedies that may be invalid or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected available. The Employee further acknowledges and the remaining covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees that the Court making such determination shall have covenants and agreements contained in this Article are necessary for the power to reduce the area and/or the duration, and/or limit the scope thereof, and the covenant shall then be enforceable in its reduced form. If Executive violates any protection of the restrictions contained Corporation's legitimate business interests and are reasonable in subparagraphs (a) or (b)scope and content. For the purposes of this Article 6, the period of such violation (from the commencement of any such violation until such time as such violation "Corporation" shall be cured by Executive defined to the satisfaction include Gentor Resources, Inc. and all of the Company) shall not count toward or be included in the restrictive period contained in subparagraphs (a) its affiliated and (b)related companies.

Non Solicitation and Confidentiality. To the maximum extent permissible by law: (a) During his employment with the Company period commencing on as of the date hereof and for a period ending on the third (3rd) anniversary of one year after the termination Closing Date, the Seller and the Unitholder covenant and agree that neither the Seller nor the Unitholder will, without the express prior written approval of his employment with the Company for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall notPurchaser, directly or indirectly indirectly, (i) solicit, recruit, contract with, induce or intentionally attempt to influence or advise, any customercurrent or former sales agent, ExecutiveReferral Source, consultantcurrent or former employees, independent contractor agent, representative or supplier of the Company to change hisany other person that has an employment, her agency or its business relationship with the Seller related to the Business as of the date hereof to terminate or terminate otherwise impair his employment or other relationship with the CompanyPurchaser or hire, engage or enter into any co-ownership or other arrangement with any such person or (ii) interfere with, or seek to interfere with, the relationship or potential relationship between the Purchaser and/or any sales agent, Referral Source, employees, agent, representative or any other person that has an employment, agency or business relationship with the Seller as of the date hereof. (b) During his employment From and after the date hereof, the Seller, the Unitholder and each of their Affiliates shall hold in confidence and shall cause all of their representatives and advisors to hold in confidence all confidential documents and information with respect to the Company Assets and at agrees not to disclose, publish or make use of the same to any third party without the consent of the Purchaser, except to the extent that such information shall have become public knowledge other than by breach of this Agreement. Neither the Seller nor the Unitholder nor their respective officers, directors and affiliates shall have any obligation to hold in confidence all times thereafter, confidential documents and except as information with respect to the Assets if and to the extent disclosure thereof is specifically required by law; provided, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company other than the Company, any confidential information of the Company that Executive acquires in the course of his employmentevent disclosure is required by applicable law, which is not otherwise lawfully known by the Seller and readily available the Unitholder shall, to the general public. This confidential information includesextent reasonably possible, but is not limited to: provide the Purchaser with prompt notice of such requirement prior to making any non-public information regarding disclosure so that the business, marketing, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of Executives, suppliers or customers. Executive confirms that such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon his termination, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall deliver to the Company all correspondence, documents, books, records, lists, computer programs and other writings relating to the Company’s businessPurchaser may seek an appropriate protective order. (c) Both during his employment From and after the date hereof, the Seller, the Unitholder and each of their Affiliates shall hold in confidence and shall cause all of their representatives and advisors to hold in confidence all confidential documents and information with respect to the Company and following his termination for any reason, whether by Executive or by the Company and whether during the term of this Agreement or following the expiration identity of the AgreementAssignee, Executive shallif any, upon reasonable noticeand agrees not to disclose, furnish publish or make use of the same to any third party without the consent of the Purchaser, except to the Company extent such information pertaining to his employment with the Company as may be in his possession. The Company shall reimburse Executive for all reasonable expenses incurred disclosure is required by his in fulfilling his obligation under this subparagraph (c)Law. (d) The provisions parties recognize that a breach by the Seller or the Unitholder of subparagraphs (a)this Section 6.7 may cause irreparable and material loss and damage to the Purchaser as to which the Purchaser will not have an adequate remedy at law or in damages. Accordingly, (b) and (c) shall survive each party acknowledges that the cessation issuance of Executive’s employment an injunction or other equitable remedy is an appropriate remedy for any reason, as well as such breach without the expiration necessity of this Agreement at the end of its term proving that monetary damages are inadequate or at cannot be measured and without posting any time prior theretobond or other security. (e) Executive agrees To the extent that if any or any portion of the foregoing covenants, or the application thereof, is construed covenants provided for in this Section 6.7 may later be deemed by a court to be invalid too broad to be enforced with respect to its duration or unenforceablewith respect to any particular activity or geographic area, the remainder of such covenant or covenants or the application thereof shall not be affected and the remaining covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees that the Court court making such determination shall have the power to reduce the area and/or the duration, and/or limit the duration or scope thereofof this Section 6.7, and the covenant to add or delete specific words or phrases. This Section 6.7, as modified, shall then be enforceable in its reduced form. If Executive violates any of the restrictions contained in subparagraphs (a) or (b), the period of such violation (from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of the Company) shall not count toward or be included in the restrictive period contained in subparagraphs (a) and (b)enforced.

Non Solicitation and Confidentiality. To the maximum extent permissible by law: (a) During his her employment with the Company and for a period of one year after the termination of his her employment with the Company for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall not, directly or indirectly induce or intentionally influence any customer, Executive, consultant, independent contractor or supplier of the Company to change his, her or its business relationship with or terminate employment with the Company. (b) During his her employment with the Company and at all times thereafter, and except as required by law, Executive shall not use for his her personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company other than the Company, any confidential information of the Company that Executive acquires in the course of his her employment, which is not otherwise lawfully known by and readily available to the general public. This confidential information includes, but is not limited to: any non-public information regarding the business, marketing, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of Executives, suppliers or customers. Executive confirms that such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon his her termination, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall deliver to the Company all correspondence, documents, books, records, lists, computer programs and other writings relating to the Company’s business. (c) Both during his her employment with the Company and following his her termination for any reason, whether by Executive or by the Company and whether during the term of this Agreement or following the expiration of the Agreement, Executive shall, upon reasonable notice, furnish to the Company such information pertaining to his her employment with the Company as may be in his her possession. The Company shall reimburse Executive for all reasonable expenses incurred by his her in fulfilling his her obligation under this subparagraph (c). (d) The provisions of subparagraphs (a), (b) and (c) shall survive the cessation of Executive’s employment for any reason, as well as the expiration of this Agreement at the end of its term or at any time prior thereto. (e) Executive agrees that if any or any portion of the foregoing covenants, or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected and the remaining covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees that the Court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the covenant shall then be enforceable in its reduced form. If Executive violates any of the restrictions contained in subparagraphs (a) or (b), the period of such violation (from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of the Company) shall not count toward or be included in the restrictive period contained in subparagraphs (a) and (b).

Non Solicitation and Confidentiality. To the maximum extent permissible by law: (a) During his employment with the Company and for a period of one year after the termination of his employment with the Company for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall not, directly or indirectly induce or intentionally influence any customer, Executive, consultant, independent contractor or supplier of the Company to change his, her or its business relationship with or terminate employment with the Company. (b) During his employment with the Company and at all times thereafter, and except as required by law, Executive shall not use for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company other than the Company, any confidential information of the Company that Executive acquires in the course of his employment, which is not otherwise lawfully known by and readily available to the general public. This confidential information includes, but is not limited to: any non-public information regarding the business, marketing, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of Executives, suppliers or customers. Executive confirms that such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon his termination, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Executive shall deliver to the Company all correspondence, documents, books, records, lists, computer programs and other writings relating to the Company’s 's business. (c) Both during his employment with the Company and following his termination for any reason, whether by Executive or by the Company and whether during the term of this Agreement or following the expiration of the Agreement, Executive shall, upon reasonable notice, furnish to the Company such information pertaining to his employment with the Company as may be in his possession. The Company shall reimburse Executive for all reasonable expenses incurred by his in fulfilling his obligation under this subparagraph (c). (d) The provisions of subparagraphs (a), (b) and (c) shall survive the cessation of Executive’s 's employment for any reason, as well as the expiration of this Agreement at the end of its term or at any time prior thereto. (e) Executive agrees that if any or any portion of the foregoing covenants, or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected and the remaining covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees that the Court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the covenant shall then be enforceable in its reduced form. If Executive violates any of the restrictions contained in subparagraphs (a) or (b), the period of such violation (from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of the Company) shall not count toward or be included in the restrictive period contained in subparagraphs (a) and (b).