(b) Confidentiality and Non-Disclosure. Contractor has, may have had, and will have, access to, and may create and receive, Confidential Information of the Company, all of which have been developed at considerable risk and expense to the Company. Contractor acknowledges that Confidential Information are valuable and unique assets of the Company. Contractor agrees that Contractor: (i) shall keep confidential and not disclose or reveal any Confidential Information to any person or entity, and (ii) Contractor shall not use for Contractor’s own benefit or for the benefit of any third party, any of the Company’s Confidential Information, except for and on behalf of the Company in the course of performing Contractor’s Services to and for the benefit of the Company, unless the Company consents in advance in writing to the disclosure or use of any of the Confidential Information.
(c) Disclosure Required by Law. If Contractor or any of Contractor’s Representatives are requested pursuant to, or required by, Law (as defined below) to disclose any Confidential Information, Contractor agrees that Contractor will provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy (and if the Company seeks such an order, Contractor will provide such cooperation as the Company shall reasonably request), to consult with Contractor with respect to our taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Agreement. If such protective order or other remedy is not obtained, or the Company waives compliance, in whole or in part, with the terms of this Agreement, Contractor or Contractor’s Representative will disclose only that portion of the Confidential Information that Contractor is advised by outside legal counsel is legally required to be disclosed and will use Contractor’s reasonable best efforts to ensure that all Confidential Information so disclosed will be accorded confidential treatment. As used in this Agreement, “Law” means any applicable law, regulation (including any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of your securities are listed or quoted) or valid legal process.
(d) Ownership of Confidential Information. Contractor acknowledges and agrees that, as between Contractor and the Company, all Confidential Information is and at all times will be the exclusive property of the Company, to be used by Contractor only as expressly authorized by this Agreement, and that Contractor has no claim or right to the continued use or possession of such Confidential Information following termination of Contractor’s engagement by the Company. Contractor agrees that, and upon termination of Contractor’s engagement, Contractor will not retain any Confidential Information, including, without limitation, documents, files or other materials, and will promptly return to the Company any Confidential Information in Contractor’s possession or custody.
8. Certain Company Policies. Contractor acknowledges that Contractor has been provided with a copy of the Company’s Code of Conduct & Ethics Policy, a copy of which is attached hereto. Contractor further acknowledges that Contractor is aware of and has advised Contractor’s Representatives that the United States securities laws prohibit any person having material nonpublic information about a company from purchasing or selling securities of that company. Notwithstanding any other provisions in this Agreement, in no event shall Contractor use the Confidential Information in a matter that violates federal or state securities laws.
9. Non-Disparagement. Contractor will not, at any time during the Term of Contractor’s engagement by the Company and for a period of twelve (12) months following termination of Contractor’s engagement, (a) take any action or make any statement the effect of which would be directly or indirectly to materially impair the goodwill of the Company or its Business, including, but not limited to, any action or statement intended, directly or indirectly, to benefit a competitor of the Company or (b) to disparage the senior officers or the board of directors of the Company or the senior officers, managers or owners of Operator