Common use of ACKNOWLEDGEMENTS OF THE PARTIES Clause in Contracts

ACKNOWLEDGEMENTS OF THE PARTIES. A. Employer is presently engaged in the business of developing, renovating, implementing and maintaining computer programs and software products and is headquartered in Chicago, Illinois. B. Employer desires to hire and retain Employee as a member of the management team of the Employer. Employer and Employee, therefore, wish to enter into an employment agreement (hereinafter "Agreement") which sets forth the specific terms and conditions of Employee's employment with Employer. C. Employee, in the course of his employment with Employer, will frequently come into contact with Employer's clients to such an extent that he might be able to control, in whole or in part, the business and relationships between Employer and its clients and unless prevented from doing so could take with him or otherwise appropriate such business and relationships. D. Employee, during the course of his employment, will have frequent and often close contact with Employer's corporate management staff, Professional Technical Representatives, Account Managers, Technical Service Managers, and other of Employer's staff and executive employees. Employee, during the course of his employment, will also make frequent and often close contact with prospective clients and prospective employees. Solely as a result of Employee's position, he will gain confidential information concerning and relating to the aforestated corporate management staff, Account Managers, Professional Technical Representatives, other of Employer's staff and executive employees, prospective clients and prospective employees, which information is not generally available to Employer's competitors. E. Employer will expend considerable time, money and other resources recruiting, training, making instructions available to and compensating its employees and potential employees, representatives and contractors, and the loss of their services or potential services would constitute a substantial and irreparable injury to Employer. Employer will expend considerable time and money locating and establishing contacts and business relationships with prospective clients, and the loss of the potential benefits of such efforts would constitute a substantial and irreparable injury to Employer. F. Employee acknowledges that during the course of his employment, he will have access to certain secret and confidential matters belonging to Employer including, but not limited to, Employer's marketing and financial plans and strategies, market surveys and analyses; Employer and customer technical information; Employer's financial statements, personnel records, and other confidential books and records; private and confidential discussions and discussions of the Board of Directors; plans and strategies for new services and product development; employee and independent contractor performance evaluations; contracts with customers, suppliers and others; business opportunities, capital financing, litigation; lists of customers and potential customers; promotional materials; internal operating reports; employee and potential employee names and addresses; account projections; customer strategy information; confidential employment and payroll data; marketing information; employee manuals, recruiting manuals, personnel policy manuals and expense policy manuals; billing reports, pricing information and strategies; management methods and systems; contracts with clients, subcontractors and others; client correspondence; resumes of existing and potential employees; customer bids and proposals; customer expense manuals; other of Employer's confidential books and records; client systems documentation, information concerning talents and capabilities of client personnel and other confidential and sensitive client information. G. Employer will, in its business, develop commercially valuable technical and non-technical information, the safeguarding of which, by holding the same secret and confidential, is necessary and Employer must be protected from the divulgence by Employee either directly or indirectly of any such information. H. Employer's relationship with its clients, its ongoing service to them, and the protection of confidential, unique and secret information belonging to both the Employer and its clients are vital to the continued operation of the Employer's business. The divulgence of any of the above stated information would constitute an irreparable injury to Employer and for its clients. I. Employee (1) acknowledges (a) that he has received and will receive substantial and adequate additional monetary consideration and benefits, pursuant to this Agreement for entry into this Agreement; (b) that the terms of this Agreement were set by mutual negotiations between Employee and Employer; and (c) that he understood the terms of this Agreement and agreed to be bound by same at the time he accepted employment with Employer;

ACKNOWLEDGEMENTS OF THE PARTIES. A. Employer is presently engaged in the business of developing, renovating, implementing and maintaining computer programs and software products and is headquartered in Chicago, Illinois. B. Employer desires to hire and retain Employee as Employee, who [is also a holder of a significant amount of shares of the Corporation,] is a member of the management team of the Employer. Employer and Employee, therefore, wish to enter into an employment agreement (hereinafter "Agreement") which sets forth the specific terms and conditions of Employee's employment with Employer. C. Employee, in the course of his employment with Employer, will frequently come into contact with Employer's clients to such an extent that he might be able to control, in whole or in part, the business and relationships between Employer and its clients and unless prevented from doing so could take with him or otherwise appropriate such business and relationships. D. Employee, during the course of his employment, will have frequent and often close contact with Employer's corporate management staff, Professional Technical Representatives, Account Managers, Technical Service Managers, and other of Employer's staff and executive employees. Employee, during the course of his employment, will also make frequent and often close contact with prospective clients and prospective employees. Solely as a result of Employee's position, he will gain confidential information concerning and relating to the aforestated corporate management staff, Account Managers, Professional Technical Representatives, other of Employer's staff and executive employees, prospective clients and prospective employees, which information is not generally available to Employer's competitors. E. Employer will expend considerable time, money and other resources recruiting, training, making instructions available to and compensating its employees and potential employees, representatives and contractors, and the loss of their services or potential services would constitute a substantial and irreparable injury to Employer. Employer will expend considerable time and money locating and establishing contacts and business relationships with prospective clients, and the loss of the potential benefits of such efforts would constitute a substantial and irreparable injury to Employer. F. Employee acknowledges that during the course of his employment, he will have access to certain secret and confidential matters belonging to Employer including, but not limited to, Employer's marketing and financial plans and strategies, market surveys and analyses; Employer and customer technical information; Employer's financial statements, personnel records, and other confidential books and records; private and confidential discussions and discussions of the Board of Directors; plans and strategies for new services and product development; employee and independent contractor performance evaluations; contracts with customers, suppliers and others; business opportunities, ; capital financing, ; litigation; lists of customers and potential customers; promotional materials; internal operating reports; employee and potential employee names and addresses; account projections; customer strategy information; confidential employment and payroll data; marketing information; employee manuals, recruiting manuals, personnel policy manuals and expense policy manuals; billing reports, pricing information and strategies; management methods and systems; contracts with clients, subcontractors and others; client correspondence; resumes of existing and potential employees; customer bids and proposals; customer expense manuals; other of Employer's confidential books and records; client systems documentation, information concerning talents and capabilities of client personnel and other confidential and sensitive client information. G. Employer will, in its business, develop commercially valuable technical and non-technical information, the safeguarding of which, by holding the same secret and confidential, is necessary and Employer must be protected from the divulgence by Employee either directly or indirectly of any such information. H. Employer's relationship with its clients, its ongoing service to them, and the protection of confidential, unique and secret information belonging to both the Employer and its clients are vital to the continued operation of the Employer's business. The divulgence of any of the above stated information would constitute an irreparable injury to Employer and for its clients. I. Employee (1) acknowledges (a) that he has received and will receive substantial and adequate additional monetary consideration and benefits, pursuant to this Agreement for entry into this Agreement; (b) that the terms of this Agreement were set by mutual negotiations between Employee and Employer; and (c) that he understood the terms of this Agreement and agreed to be bound by same at the time he accepted employment with Employer;

ACKNOWLEDGEMENTS OF THE PARTIES. A. Employer is presently engaged in the business of developing, renovating, implementing and maintaining computer programs and software products and is headquartered in Chicago, Illinois. B. Employer desires to hire and retain Employee as a member of the management team of the Employer. Employer and Employee, therefore, wish to enter into an employment agreement (hereinafter "Agreement") which sets forth the specific terms and conditions of Employee's employment with Employer. C. Employee, in the course of his employment with Employer, will frequently come into contact with Employer's clients to such an extent that he might be able to control, in whole or in part, the business and relationships between Employer and its clients and unless prevented from doing so could take with him or otherwise appropriate such business and relationships. D. Employee, during the course of his employment, will have frequent and often close contact with Employer's corporate management staff, Professional Technical Representatives, Account Managers, Technical Service Managers, and other of Employer's staff and executive employees. Employee, during the course of his employment, will also make frequent and often close contact with prospective clients and prospective employees. Solely as a result of Employee's position, he will gain confidential information concerning and relating to the aforestated corporate management staff, Account Managers, Professional Technical Representatives, other of Employer's staff and executive employees, prospective clients and prospective employees, which information is not generally available to Employer's competitors. E. Employer will expend considerable time, money and other resources recruiting, training, making instructions available to and compensating its employees and potential employees, representatives and contractors, and the loss of their services or potential services would constitute a substantial and irreparable injury to Employer. Employer will expend considerable time and money locating and establishing contacts and business relationships with prospective clients, and the loss of the potential benefits of such efforts would constitute a substantial and irreparable injury to Employer. F. Employee acknowledges that during the course of his employment, he will have access to certain secret and confidential matters belonging to Employer including, but not limited to, Employer's marketing and financial plans and strategies, market surveys and analyses; Employer and customer technical information; Employer's financial statements, personnel records, and other confidential books and records; private and confidential discussions and discussions of the Board of Directors; plans and strategies for new services and product development; employee and independent contractor performance evaluations; contracts with customers, suppliers and others; business opportunities, capital financing, litigation; lists of customers and potential customers; promotional materials; internal operating reports; employee and potential employee names and addresses; account projections; customer strategy information; confidential employment and payroll data; marketing information; employee manuals, recruiting manuals, personnel policy manuals and expense policy manuals; billing reports, pricing information and strategies; management methods and systems; contracts with clients, subcontractors and others; client correspondence; resumes of existing and potential employees; customer bids and proposals; customer expense manuals; other of Employer's confidential books and records; client systems documentation, information concerning talents and capabilities of client personnel and other confidential and sensitive client information. G. Employer will, in its business, develop commercially valuable technical and non-technical information, the safeguarding of which, by holding the same secret and confidential, is necessary and Employer must be protected from the divulgence by Employee either directly or indirectly of any such information. H. Employer's relationship with its clients, its ongoing service to them, and the protection of confidential, unique and secret information belonging to both the Employer and its clients are vital to the continued operation of the Employer's business. The divulgence of any of the above stated information would constitute an irreparable injury to Employer and for its clients. . I. Employee (1) acknowledges (a) that he has received and will receive substantial and adequate additional monetary consideration and benefits, pursuant to this Agreement for entry into this Agreement; (b) that the terms of this Agreement were set by mutual negotiations between Employee and Employer; and (c) that he understood the terms of this Agreement and agreed to be bound by same at the time he accepted employment with Employer;