Herein only on the condition that any subsequent disclosure by any such person that would be a violation of this Agreement if you were to make such disclosure shall be considered a disclosure by you and a violation of this Agreement. You shall not directly or indirectly misappropriate, divulge, or make use of Trade Secrets other than in performance of your work for the Company for an indefinite period of time, so long asthe information remains a Trade Secret as defined by any applicable state or federal law. You further agree that if you are questioned about information subject to this Agreement by anyone not authorized to receive such information, you will promptly notify the Company, but in no event later than one (1) week after such event. You acknowledge that applicable law may impose longer duties on non-disclosure, especially for Trade Secrets, and that such longer periods are not shortened by this Agreement. 7.Return of Confidential Information. You agree to return all Confidential Information and/or Trade Secrets and/or any other Company property in your possession or control within three (3) calendar days following the termination of this Agreement for any reason. To the extent you maintain Confidential Information and/or Trade Secrets and/or any other Company property in electronic form onany computers or other electronic devices owned by you, you agree to irretrievably delete all such information and to confirm the fact of deletion in writing within three (3) calendar days following termination of this Agreement with the Company for any reason. You also agree to return all Company property in your possession at the time of the termination of the Agreement with the Company, including but not limited to all documents, records, tapes, and other media of every kind and description relating to the Business of the Company and its Customers, Customer Prospects, and/or Vendors, and any copies, in whole or in part, whether or not prepared by you, all of which shall remain the sole and exclusive property of the Company. 8.Proprietary Rights. Proprietary Rights shall be promptly and fully disclosed by you to the Company's General Counsel and shall be the exclusive property of the Company as against you and your successors, heirs, devisees, legatees and assigns. You hereby assign to the Company your entire right, title. and interest therein and shall promptly deliver to the Company all papers, drawings, models, data, and other material relating to any of the foregoing Proprietary Rights conceived, made, developed, created or reduced to practice by you as aforesaid. All copyrightable Proprietary Rights shall be considered "works made for hire." You shall, upon the Company's request and at its expense, execute any documents necessary or advisable in the opinion of the Company's counsel to assign, and confirm the Company's title in the foregoing Proprietary Rights and to direct issuance of patents or copyrights to the Company with respect to such Proprietary Rights as are the Company's exclusive property as against you and your successors, heirs, devisees, legatees and assigns under this Section 8 or to vest in the Company title to such Proprietary Rights as against you and your successors, heirs, devisees, legatees and assigns, the expense of securing any such patent or copyright, however, to be borne by the Company. 9.Non-Competition. You covenant and agree that, during the term of your Agreement with the Company and for thirty-six (36) months after the termination thereof, regardless of the reason for the Agreement termination, you will not, directly or indirectly, anywhere in the Territory, on behalf of any Competitive Business perform the same or substantially the same Job Duties. 10.Non-Solicitation of Customers/Clients, Customer Prospects, and Vendors. You also covenant and agree that during the term of your contract with the Company and for thirty-six (36) months after the termination thereof, regardless of the reason for the contract termination. you will not. directly or indirectly. solicit or attempt to solicit any business from any of the Company's Customers/Clients, Customer Prospects, or Vendors with whom you had Material Contact during the last three (3) years of your contract with the Company. 11.Non-Solicitation of Agents. You also covenant and agree that during the term of your Agreement with the Company and for thirty-six (36) months after the termination thereof, regardless of the reason for the Agreement termination, you will not, directly or indirectly, on your own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any non-clerical Agent of the Company with whom you had personal contact or supervised while performing your Job Duties, to terminate their contract relationship with the Company. 12.At-Will Status. You acknowledge and agree that nothing in this Agreement is a guarantee or assurance of contract for any specific period of time. Rather, you understand that you are an at-will Agent