|PLAYA HOTELS & RESORTS N.V. filed this Form 8-K on 01/04/2019|
information or knowledge and reasonably assist Playa Management and the Playa Affiliates, as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to Playa Managements or any Playa Affiliates business as to which business Executive had relevant knowledge, and Playa Management shall reimburse Executive for reasonable costs, including attorneys fees and expenses, actually incurred by Executive in connection with such assistance.
(a) Definition of Proprietary Information. Executive acknowledges that he may be furnished or may otherwise receive or have access to confidential information which relates to Playa Managements or a Playa Affiliates past, present or future business activities, strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins and other financial information; fee arrangements; terms and contents of leases, asset management agreements and other contracts; tenant and vendor lists or other compilations for marketing or development; confidential personnel and payroll information; or other information regarding administrative, management, financial, marketing, leasing or sales activities of Playa Management or any Playa Affiliates or of a third party which provided proprietary information to either or both on a confidential basis. All such information, including any materials or documents containing such information, shall be considered by Playa Management, the Playa Affiliates, and Executive as proprietary and confidential information of Playa Management and the Playa Affiliates (the Proprietary Information).
(b) Exclusions. Notwithstanding the foregoing, Proprietary Information shall not include (i) information disseminated by Playa Management or Playa Affiliates on a non-confidential basis to third parties in the ordinary course of business; (ii) information in the public domain not as a result of a breach of any duty by Executive or any other person; or (iii) information that Playa Management or Playa Affiliates, as the case may be, does not consider confidential.
(c) Obligations. Both during the Employment Period and after termination of his employment for any reason, including expiration of the Employment Period (the Nondisclosure Restricted Period), Executive shall preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to him before this Agreement is signed or afterward. In addition, Executive shall not (i) disclose or disseminate the Proprietary Information to any third party, including employees of Playa Management or Playa Affiliates without a legitimate business need to know; (ii) remove the Proprietary Information from Playa Managements or any of the Playa Affiliates premises without a valid business purpose; or (iii) use the Proprietary Information for his own benefit or for the benefit of any third party, in each of the foregoing cases during the Nondisclosure Restricted Period.
(d) Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (DTSA)
(i) Notwithstanding any other provision of this Agreement, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:
(A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or