Employee agrees not to use, reproduce, disclose, or make available the Company’s Confidential Information for their own benefit or the benefit of any person or entity other than the Company, except as reasonably necessary for the performance of the Employee’s duties as an employee of the Company, without prior written consent of the Company, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Employee’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Employee must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Employee’s employment with the Company, Employee agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that Employee may then possess or have under Employee’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of Employee’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to Employee’s attention or Employee discovers them in Employee’s possession, Employee must deliver such materials to the Company immediately upon such notice or discovery.  Employee also agrees to indemnify and hold the Company harmless for any loss, claim or damages, including attorney’s fees or costs, arising out of or related to the unauthorized disclosure or use of the Confidential Information by Employee.