Common use of Certain Acknowledgements and Agreements Clause in Contracts

Certain Acknowledgements and Agreements. (i) The parties have discussed, and Xx. Xxxx hereby recognizes and acknowledges the competitive and proprietary aspects of the business of the Company, its Affiliates and Associates. (ii) Xx. Xxxx acknowledges that a business will be deemed "competitive" with the Company if, at the time Xx. Xxxx enters into a relationship with such business or, at any time within two years thereafter while Xx. Xxxx has a relationship with such business it engages in, or is actively planning or developing any service and/or the research, development or commercialization of any product that is the functional equivalent of, or that has or will likely have the effect of materially displacing sales of services or products which (A) are performed, produced, manufactured, distributed, sold, under research or active development or in active planning by the Company at any time while Xx. Xxxx is providing Consulting Services or (B) are expressly identified in writing as the subject of Xx. Xxxx'x Consulting Services hereunder. If the Company requests that Xx. Xxxx provide Consulting Services that he advises the Company may be competitive with the activities of another business with which he then has a relationship, the Company may at its option (x) terminate the Consulting Services and in connection therewith pay to Xx. Xxxx any fees and reimburseable expenses due for all Consulting Services rendered through the date of termination, or (y) require Xx. Xxxx to terminate his services with the competitive business or entity. (iii) Xx. Xxxx further acknowledges that, while performing Consulting Services to the Company, the Company, its Affiliates and Associates have furnished and will furnish, disclose or make available to him Confidential Information (as defined below) related to the business of the Company and, its Affiliates. Xx. Xxxx also acknowledges that such Confidential Information has been developed and will be developed by the Company, its Affiliates and Associates through the expenditure by the Company, its Affiliates and Associates of substantial time, effort and money and that all such Confidential Information could be used by him to compete with the Company, its Affiliates and Associates. Further, while Xx. Xxxx has performed or in the future performs Consulting Services to the Company, he has been or will be introduced to customers and others with important relationships to the Company, its Affiliates and Associates. Xx. Xxxx acknowledges that any and all "goodwill" created through such introductions belongs exclusively to the Company, its Affiliates and Associates, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between himself and any customers or other third parties doing business with the Company, its Affiliates and Associates. (iv) For purposes of this Agreement and Release, "CONFIDENTIAL INFORMATION" means confidential and proprietary information of the Company, its Predecessors, Affiliates and Associates, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans; current or potential customers, suppliers, licensors, licensees, partners, investors, affiliates or others; training methods and materials; financial information; sales prospects; client lists; inventions; or any other scientific, technical or trade secrets of the Company, its Predecessors Affiliates and Associates or of any third party provided to Xx. Xxxx or the Company, its Predecessors Affiliates and Associates under a condition of confidentiality; provided that Confidential Information will not include information that is in the public domain other than through any fault or act by Xx. Xxxx, his, Affiliates and Associates. The term "TRADE SECRETS," as used in this Agreement and Release, will be given its broadest possible interpretation under the law of the Commonwealth of Massachusetts and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records secret, scientific, technical, merchandising, production or management information, or any design, process, procedure, formula, invention, improvement or other confidential or proprietary information or documents.

Certain Acknowledgements and Agreements. (i) The parties We have discussed, and Xx. Xxxx hereby recognizes you recognize and acknowledges acknowledge the competitive and proprietary aspects of the business of the Company, its Affiliates and AssociatesCompany Group. (ii) Xx. Xxxx acknowledges You acknowledge that a business will be deemed "competitive" with the Company Group if, at the time Xx. Xxxx enters you enter into a relationship with such business or, at any time within two years thereafter while Xx. Xxxx has you have a relationship with such business business, it engages in, or is actively planning or developing developing, any service and/or the research, development or commercialization of any product that is the functional equivalent of, or that has or will likely have the effect of materially displacing sales of services or products which (A) are performed, produced, manufactured, distributed, sold, under research or active development or in active planning by the Company Group at any time while Xx. Xxxx is you are providing Consulting Services or (B) are expressly identified in writing as the subject of Xx. Xxxx'x your Consulting Services hereunder. If the Company requests that Xx. Xxxx you provide Consulting Services that he advises you advise the Company may be competitive with the activities of another business with which he you then has have a relationship, the Company may at its option (x) terminate the Consulting Services and in connection therewith pay to Xx. Xxxx you any fees and reimburseable reimbursable expenses due for all Consulting Services rendered through the date of termination, or (y) require Xx. Xxxx you to terminate his your services with the competitive business or entity. (iii) Xx. Xxxx You further acknowledges acknowledge that, while performing you perform Consulting Services to the Companyhereunder, the Company, its Affiliates and Associates have furnished and Company Group will furnish, disclose or make available to him you Confidential Information (as defined below) related to the business of the Company and, its AffiliatesGroup and that the Company Group. Xx. Xxxx You also acknowledges acknowledge that such Confidential Information has been developed and will be developed by the Company, its Affiliates and Associates Company Group through the expenditure by the Company, its Affiliates and Associates Company Group of substantial time, effort and money and that all such Confidential Information could be used by him you to compete with the Company, its Affiliates and AssociatesCompany Group. Further, while Xx. Xxxx has performed or in the future performs you perform Consulting Services to the Companyhereunder, he has been or you will be introduced to customers and others with important relationships to the Company, its Affiliates and AssociatesCompany Group. Xx. Xxxx acknowledges You acknowledge that any and all "goodwill" created through such introductions belongs exclusively to the Company, its Affiliates and AssociatesCompany Group, including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between himself yourself and any customers or other third parties doing business with the Company, its Affiliates and AssociatesCompany Group. (iv) For purposes of this Agreement and ReleaseAgreement, "CONFIDENTIAL INFORMATIONConfidential Information" means confidential and proprietary information of the Company, its Predecessors, Affiliates and AssociatesCompany Group, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans; current or potential customers, suppliers, licensors, licensees, partners, investors, affiliates or others; training methods and materials; financial information; sales prospects; client lists; inventions; or any other scientific, technical or trade secrets of the Company, its Predecessors Affiliates and Associates Company Group or of any third party provided to Xx. Xxxx you or the Company, its Predecessors Affiliates and Associates Company Group under a condition of confidentiality; provided that Confidential Information will not include information that is in the public domain other than through any fault or act by Xx. Xxxx, his, Affiliates and Associatesyou. The term "TRADE SECRETStrade secrets," as used in this Agreement and ReleaseAgreement, will be given its broadest possible interpretation under the law of the Commonwealth of Massachusetts and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records secret, scientific, technical, merchandising, production or management information, or any design, process, procedure, formula, invention, improvement or other confidential or proprietary information or documents.