Common use of Confidentiality and Restrictive Covenant Agreements Clause in Contracts

Confidentiality and Restrictive Covenant Agreements. a. You understand that You remain bound by (i) that certain Confidentiality Agreement dated April 17, 2013 by and between You and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3, 2017 by and between You and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein, and (iii) any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company. You acknowledge and agree that Your eligibility for the severance payments and benefits under the Employment Agreement is contingent on Your compliance with the Confidentiality Agreement and the Restrictive Covenant Agreement. b. You further understand and agree that the circumstances and/or discussions leading to the Separation Agreement and this Agreement are confidential and that you will not disclose such circumstances and discussions to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom you disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law. Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company 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 a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.

Confidentiality and Restrictive Covenant Agreements. a. You understand that You remain bound by (i) that certain Confidentiality Agreement dated April 17, 2013 by and between You and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3signed by You on October 15, 2017 by and between You and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein2023, and (iii) any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company, which remain in full force and effect pursuant to their terms. You acknowledge and agree that Your eligibility the consideration provided to You under this Agreement shall serve as additional consideration for the severance payments continuing requirements and benefits under the Employment Agreement is contingent on Your compliance with the Confidentiality Agreement and the Restrictive Covenant Agreementrestrictions contained in such agreements. b. You further understand and agree that the terms of this Agreement, and the circumstances and/or discussions leading to the Separation Agreement and this Agreement Agreement, are confidential and that you You will not disclose such circumstances and discussions terms or communicate the contents of this Agreement to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom you You disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law. Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company 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 a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.

Confidentiality and Restrictive Covenant Agreements. a. You understand that You remain bound by (i) that certain Confidentiality Agreement dated April 17[ ], 2013 2019 by and between You and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3April [ ], 2017 2019 by and between You and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein, and (iii) any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company. You acknowledge and agree that Your eligibility for the severance payments and benefits under the Employment Agreement is contingent on Your compliance in all material respects with the Confidentiality Agreement and the Restrictive Covenant Agreement. b. You further understand and agree that the circumstances and/or discussions leading to your separation from the Separation Agreement and this Agreement Company are confidential and that you will not disclose such circumstances and discussions to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom you disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law. Except as otherwise required by law or regulation (including filings), the Company shall not disclose the circumstances and discussions relating to your separation other than to its attorneys or accountants. Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company 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 a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.

Confidentiality and Restrictive Covenant Agreements. a. You understand that You remain bound by (i) that certain the Confidentiality and Assignment of Invention Agreement dated April 17, 2013 by and between You and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3signed by You on December 11, 2017 by and between You and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein2017, and (iii) any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company, which remain in full force and effect pursuant to their terms. You acknowledge and agree that Your eligibility the consideration provided to You under this Agreement shall serve as additional consideration for the severance payments continuing requirements and benefits under the Employment Agreement is contingent on Your compliance with the Confidentiality Agreement and the Restrictive Covenant Agreementrestrictions contained in such agreements. b. You further understand and agree that the terms of this Agreement, and the circumstances and/or discussions leading to the Separation Agreement and this Agreement Agreement, are confidential and that you You will not disclose such circumstances and discussions terms or communicate the contents of this Agreement to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom you You disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law. Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company 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 a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.

Confidentiality and Restrictive Covenant Agreements. a. You understand that You remain bound by (i) that certain Confidentiality Agreement dated April 17, 2013 by and between You and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3, 2017 [ ˜ ] by and between You and the Company (the “Restrictive Covenant Agreement”) and that certain Non-Competition and Non-Solicitation Agreement attached as Exhibit C to the Change in Control Agreement (the “Non-Competition and Non-Solicitation Agreement” and, together with the Restrictive Covenant Agreement, the “Restrictive Covenants”), including the two-year post-termination non-competition and non-solicitation covenants contained therein, and (iii) any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company. You acknowledge and agree that Your eligibility for the severance payments and benefits under the Employment Change in Control Agreement is contingent on Your compliance in all material respects with the Confidentiality Agreement and the Restrictive Covenant AgreementCovenants. b. You further understand and agree that the circumstances and/or discussions leading to your separation from the Separation Agreement and this Agreement Company are confidential and that you will not disclose such circumstances and discussions to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom you disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law. Note: Except as otherwise required by law or regulation (including filings), the Company shall not disclose the circumstances and discussions relating to Your separation other than to its attorneys or accountants. c. Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company 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 a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.

Confidentiality and Restrictive Covenant Agreements. a. You understand that You remain bound by (i) that certain Confidentiality Agreement dated April 17, 2013 by and between You and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3signed by You on November 20, 2017 by and between You and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein2023, and (iii) any other confidentiality, non-competition confidentiality or non-solicitation agreements You signed during Your employment with the Company, which remain in full force and effect pursuant to their terms. You acknowledge and agree that Your eligibility the consideration provided to You under this Agreement shall serve as additional consideration for the severance payments continuing requirements and benefits under the Employment Agreement is contingent on Your compliance with the Confidentiality Agreement and the Restrictive Covenant Agreementrestrictions contained in such agreements. b. You further understand and agree that the terms of this Agreement, and the circumstances and/or discussions leading to the Separation Agreement and this Agreement Agreement, are confidential and that you You will not disclose such circumstances and discussions terms or communicate the contents of this Agreement to any third-party, other than to Your immediate family members, attorneys, accountants or accountants financial advisors (provided that any such party to whom you You disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law. Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company 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 a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.

Confidentiality and Restrictive Covenant Agreements. a. You understand that You remain bound by (i) that certain the Confidentiality and Assignment of Invention Agreement dated April 17signed by You on February 13, 2013 by and between You 2017 and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3signed by You on May 15, 2017 by and between You and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein2020, and (iii) any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company, which remain in full force and effect pursuant to their terms. You acknowledge and agree that Your eligibility the consideration provided to You under this Agreement shall serve as additional consideration for the severance payments continuing requirements and benefits under the Employment Agreement is contingent on Your compliance with the Confidentiality Agreement and the Restrictive Covenant Agreementrestrictions contained in such agreements. b. You further understand and agree that the terms of this Agreement, and the circumstances and/or discussions leading to the Separation Agreement and this Agreement Agreement, are confidential and that you You will not disclose such circumstances and discussions terms or communicate the contents of this Agreement to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom you You disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law. Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company 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 a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.

Confidentiality and Restrictive Covenant Agreements. a. You understand that You remain bound by (i) that certain Confidentiality Agreement dated April 1719, 2013 2019 by and between You and the Company (the “Confidentiality Agreement”), (ii) that certain Restrictive Covenant Agreement dated August 3May 15, 2017 2020 by and between You and the Company (the “Restrictive Covenant Agreement”), including the two-year post-termination non-competition and non-solicitation covenants contained therein, and (iii) any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company. You acknowledge and agree that Your eligibility for the severance payments and benefits under the Employment Agreement is contingent on Your compliance in all material respects with the Confidentiality Agreement and the Restrictive Covenant Agreement. b. You further understand and agree that the circumstances and/or discussions leading to your separation from the Separation Agreement and this Agreement Company are confidential and that you will not disclose such circumstances and discussions to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom you disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law. Except as otherwise required by law or regulation (including filings), the Company shall not disclose the circumstances and discussions relating to Your separation other than to its attorneys or accountants. Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company 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 a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.