09. CONFIDENTIALITY
Recipient may have access to proprietary, private and/or otherwise confidential information ("Confidential Information") of the Business. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Business, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Business, and any and all trade secrets, customer lists, or pricing information of the Business. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Recipient will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Recipient, or divulge, disclose, or communicate in any manner any Confidential Information. The Recipient will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Recipient will return to the Business all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Recipient during the term of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.