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would irreparably harm Client. Accordingly, Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client’s prior written permission except to the extent necessary to perform services on the Client’s behalf. Proprietary or confidential information includes: ● the written, printed, graphic, or electronically recorded materials furnished by Client for Consultant to use. ● business or marketing plans or strategies, member lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind. ● information belonging to members and associates of Client about which consultant gained knowledge as a result of Consultant’s services to client. ● any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, and ● any information that Client make reasonable efforts to maintain the secrecy of. Consultant will not be restricted in using any material which is publicly available or already in Consultant’s possession prior to commencement of Consultant’s provision of services to Client. Upon termination of Consultant’s services, or at Client’s request, Consultant will deliver to Client all materials in Consultant’s possession relating to Client’s business. Consultant’s duty of confidentiality shall exist for three (3) years after termination of this Agreement for any reason. 19. Notice of Immunity from Liability You are hereby notified in accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)) that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: ● (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and that is solely for the purpose of reporting or investigating a suspected violation of law; or ● (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. You are further notified that if you file a lawsuit against a company for retaliation against you for reporting a suspected violation of law, you may disclose the company’s trade secrets to your attorney and use the trade secret information in the court proceeding, as long as you: ● (a) file any document containing the trade secret under seal; and ● (b) do not disclose the trade secret, except pursuant to court order. 20. Resolving Disputes If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Buffalo, NY. Any costs and fees other than attorneys’ fees associated with the mediation will be shared equally by the parties. If the dispute is not resolved within 30 days after it is referred to the mediator, the parties may stipulate to submit the dispute to binding arbitration whereby the decision by the 4