of providing the Services shall be deemed confidential and proprietary. Feinstein covenants and agrees that, during the Term and at all times thereafter, Feinstein will not, except as may be required by applicable law, regulation, legal process, or the request of any regulatory or self-regulatory authority, (i) for any reason use for Feinstein’s own benefit or the benefit of any person or entity with which Feinstein may be associated, or disclose any Confidential Information to any person or entity, for any reason or purpose, without the prior written consent of Enzon; or (ii) remove or cause to be removed from Enzon’s office any Confidential Information or material relating thereto for purposes other than those for use in connection with Feinstein’s Services. Upon the expiration of the Term (including any renewal thereof), Feinstein agrees to return to Enzon all tangible embodiments of all Confidential Information in Feinstein’s possession or control, nor will Feinstein retain any copy or records of such Confidential Information, in hard copy or electronic form.
B.Nothing in this Agreement prohibits Feinstein from reporting any possible violations of federal law or regulation to any government agency or entity, including but not limited to the Department of Justice and the Securities and Exchange Commission, or making any other disclosures that are protected under the whistleblower provisions of Federal law or regulation. Feinstein is not required to notify Enzon that he will make or has made such reports or disclosures. Non-compliance with the disclosure provisions of this Agreement shall not subject Feinstein to criminal or civil liability under any Federal or State trade secret law for the disclosure of an Enzon trade secret if the disclosure is made: (i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or (iii) to an attorney representing Feinstein in a lawsuit for retaliation by Enzon for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and Feinstein does not disclose the trade secret, except pursuant to court order.
8. Miscellaneous.
A.This Agreement shall in all respects be governed by, and construed and enforced in accordance with the laws of, the State of New Jersey, without giving effect to its conflicts of laws provisions.
B.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may not be assigned by Feinstein without the prior written consent of Enzon.
C.This Agreement is not a contract of employment or service for any specific or minimum term and the arrangement set forth above is terminable at will. Feinstein may resign his employment or service, and Enzon likewise may terminate his employment or service, at any time, for any reason, with or without cause or advance notice and without any liability on the part of Enzon for severance.
D.The terms of this Agreement cannot be modified, altered or changed, except in a writing signed by both parties. From and after the Effective Date, this Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings, both written and oral, relating to any services rendered by Feinstein to Enzon or any of its affiliates, including, without limitation, the Independent Contractor Agreement between the Feinstein and Enzon dated as of December 13, 2013, which agreement shall be considered null and void as of the Effective Date without any further action or notice.
C.Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by electronic mail, or sent by reputable overnight carrier, in each case with proof of receipt, to the recipient. Notices to Feinstein shall be sent to the address that he most recently provided to Enzon. Notices to Enzon should be sent to Enzon Pharmaceuticals, Inc., P.O. Box 570005, Houston, Texas, 77257, Attn: Chairman of the Board, Email RCRead@icmgi.com, with a copy to Todd E. Mason, 335 Madison Avenue 12th Floor, New York, New York, 10017, Email Todd.Mason@ThompsonHine.com. Any notice under this Agreement will be deemed to have been given when so delivered, sent or emailed.
