|SPECTRUM BRANDS HOLDINGS, INC. filed this Form 8-K on 07/13/2018|
(b) For purposes of this Agreement, Confidential Information shall mean confidential or proprietary information, observations or data (whether or not in written form) concerning the business or affairs of the HRG Entities that is not known to the public generally other than as a result of Employees breach of any obligation owed to HRG or any Designated Entity, including Confidential Information relating to: investors, customers, suppliers or contractors or any other third parties in respect of which the HRG Entities has a business relationship or owes a duty of confidentiality, or their respective businesses or products; investment methodologies, investment advisory contracts, fees and fee schedules; the investment performance of accounts or funds managed by the HRG Entities (Track Records); technical information or reports; brand names, trademarks, formulas, or trade secrets; unwritten knowledge and know-how; operating instructions, training manuals, customer or investor lists, or customer buying records and habits; product sales records and documents; product development, marketing and sales strategies; market surveys, marketing plans, profitability analyses or product cost; long-range plans or any analyses or plans relating to the acquisition, disposition or development of businesses, securities or assets by the HRG Entities; to pricing, competitive strategies or new product development; to any forms of compensation or to other personnel-related information; or to contracts and supplier lists. Employee acknowledges and agrees that the Track Records were the work of teams of individuals and not any one individual and are the exclusive property of the HRG Entities, and agrees that he shall in no event claim any Track Record as his own following the date of Employees termination.
(c) Without limiting the foregoing, Employee agrees to keep confidential the existence of, and any information concerning, any dispute between Employee and the HRG Entities except that Employee may disclose information concerning such dispute to the court or arbitrator that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute).
(d) Nothing in this Agreement or elsewhere shall (i) restrict any Person from providing truthful testimony, or disclosing information, when required by law, subpoena, court order, arbitral order, or the like or in connection with any proceeding under Section 13 of this Agreement, (ii) restrict any Person from making disclosures in confidence to any attorney, accountant or other professional for the purpose of securing professional advice, (iii) prevent Employee from retaining, and using appropriately, his Rolodex (and electronic equivalents) and documents and information relating to his entitlements and obligations; or (iv) prevent Employee from filing a charge with the Equal Employment Opportunity Commission or a comparable state or local agency.
(e) Employee agrees that, upon reasonable notice and without the necessity of the Company obtaining a subpoena or court order, Employee shall provide reasonable cooperation in connection with (i) any reasonable requests from the Company with respect to information regarding any matters handled by Employee while employed by the Company regarding the Company and its current and former affiliates or (ii) any suit, action or proceeding involving the Company or its affiliates, or its current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, or which relates to events occurring during Employees employment hereunder by the Company as to which Employee may have relevant information, provided that the Company shall reimburse Employee for expenses reasonably incurred and such cooperation shall not exceed twenty five (25) hours.