under federal, state, or local tax laws or regulations, and (ii) any other amounts that the Bancorp or the Bank is authorized to withhold. Except for employment taxes that are the obligation of the Bancorp or the Bank, the Executive shall pay all federal, state, local, and other taxes (including, without limitation, interest, fines, and penalties) imposed on him under applicable law by virtue of or relating to the payments and/or benefits contemplated by this Agreement, subject to any reimbursement provisions of this Agreement.
11. Use and Disclosure of Confidential Information.
(a) The Executive acknowledges and agrees that (i) by virtue of his employment with the Bancorp and the Bank, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Bancorp and the Bank have devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the business of the Employer, such disclosure would result in hardship, loss, irreparable injury, and damage to the Employer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Bancorp and the Bank, he has a duty of fidelity, loyalty, and trust to the Bancorp and the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Bancorp or the Bank, Customers, Prospective Customers, or vendors or suppliers of the Bancorp or the Bank, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Bancorp and the Bank. The Executive shall follow all Bancorp and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information.
(b) For purposes of this Agreement, “Confidential Information” means the following:
(i) materials, records, documents, data, statistics, studies, plans, writings, and information (whether in handwritten, printed, digital, or electronic form) relating to the business of the Bancorp and the Bancorp that are not generally known or available to the Bank’s and Bancorp’s business, trade, or industry or to individuals who work therein other than through a breach of this Agreement, or
(ii) trade secrets of the Bancorp or the Bank.
Confidential Information also includes, but is not limited to: (1) information about Bancorp or Bank employees; (2) information about the Bancorp’s or the Bank’s compensation policies, structure, and implementation; (3) hardware, software, and computer programs and technology used by the Bancorp or the Bank; (4) Customer and Prospective Customer identities, lists, and databases, including private information related to customer history, loan activity, account balances, and financial information; (5) strategic, operating, and marketing plans; (6) lists and databases and other information related to the Bancorp’s or the Bank’s vendors; (7) policies, procedures, practices, and plans related to pricing of products and services; and (8) information related to the Bancorp’s or the Bank’s acquisition and divestiture strategy. Information or documents that are generally available or accessible to the public shall be deemed Confidential Information, if the information is retrieved, gathered, assembled, or maintained by the Bancorp or the Bank in a manner not available to the public or for a purpose beneficial to the Bancorp or the Bank.
(c) For purposes of this Agreement, “Customer” means a person or entity who is a customer of the Bancorp or the Bank at the time of the Executive’s termination of employment or with whom the Executive had direct contact on behalf of the Bancorp or the Bank at any time during the period of the Executive’s employment with the Bancorp and the Bank.
(d) For purposes of this Agreement, “Prospective Customer” means a person or entity who was the direct target of sales or marketing activity by the Executive or whom the Executive knew was a target