2 US CNIAA (1269844)
the methods of fulfilling those needs; supplier names, addresses, and pricing; and Amazon pricing
policies, marketing strategies, research projects or developments, products, legal affairs, and future
plans relating to any aspect of Amazon’s present or anticipated businesses. “Confidential Information”
does not include the terms and conditions of Employee’s own employment.
3.2 Prevention of Unauthorized Release of Confidential Information. Employee will take reasonable
measures to prevent unauthorized persons or entities from obtaining, receiving, or gaining access to
any Confidential Information in Employee’s possession or control.
3.3 Confidential Information of Third Parties. Employee will preserve as confidential any information that
Employee learns or obtains from a third party or relating to a third party (such as a client, customer,
affiliate, partner, or vendor) that is not readily available to the public or that Amazon is obligated to
treat as confidential, and Employee will treat such information as Confidential Information.
3.4 Return of Confidential Documents. On the Separation Date, or at any time otherwise requested by
Amazon, Employee will immediately return all Confidential Information and other things belonging to
Amazon, including tools, equipment, devices, or other property, and all documents, records, notebooks,
and tangible articles containing or embodying any Confidential Information, including any copies
(whether stored in paper, electronic, magnetic, or other form) then in Employee’s possession or
control, whether prepared by Employee or others.
4. RESTRICTIVE COVENANTS.
4.1 Non-Competition. During employment and for 18 months after the Separation Date, Employee will not,
directly or indirectly, whether on Employee’s own behalf or on behalf of any other entity (for example,
as an employee, agent, partner, or consultant), engage in or support the development, manufacture,
marketing, or sale of any product or service that competes or is intended to compete with any product
or service sold, offered, or otherwise provided by Amazon (or intended to be sold, offered, or otherwise
provided by Amazon in the future) that Employee worked on or supported, or about which Employee
obtained or received Confidential Information.
4.2 Non-Solicitation. During employment and for 18 months after the Separation Date, Employee will not,
directly or indirectly, whether on Employee’s own behalf or on behalf of any other entity (for example,
as an employee, agent, partner, or consultant): (a) accept or solicit business from any Customer of any
product or service that Employee worked on or supported, or about which Employee obtained or
received Confidential Information; or (b) encourage any Customer or Business Partner to cease doing
business with Amazon or to terminate or limit an existing relationship or arrangement with Amazon. For
purposes of this Agreement, “Customer” means any individual or entity that was a customer or client of
Amazon during Employee’s employment, or with which Amazon engaged in discussions before the
Separation Date related to the possibility that such party might become a customer or client of Amazon,
and “Business Partner” means any individual or entity with which, before the Separation Date, Amazon
was involved in any business arrangement or engaged in discussions regarding the possibility of
entering into such an arrangement.
4.3 Non-Interference. During employment and for 12 months after the Separation Date, Employee will not,
directly or indirectly, whether on Employee’s own behalf or on behalf of any other entity (for example,
as an employee, agent, partner, or consultant): (a) solicit or otherwise encourage any employee,
contractor, or consultant of Amazon (“Amazon Personnel”) to terminate any employment or
contractual relationship with Amazon; (b) disclose information to any other individual or entity about
Amazon Personnel that could be used to solicit or otherwise encourage Amazon Personnel to form new
business relationships with that or another individual or entity; or (c) otherwise interfere with the
performance by current or former Amazon Personnel of their obligations or responsibilities to Amazon.
Nothing in this Section 4.3 restricts Employee from exercising rights protected under the National Labor
Relations Act.
4.4 Reasonableness of Restrictions. Employee recognizes that the restrictions in this Section 4 may
significantly limit Employee’s future flexibility in many ways. For example, the restriction in Section 4.1
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