Confirmation of Continuing Obligations. Executive hereby expressly reaffirms her obligations under Section 5 of the Employment Agreement, a copy of which is attached to this Agreement as Exhibit A and incorporated herein by reference, and under the Company’s standard employee proprietary information and inventions agreement (the “Employee Proprietary Information and Inventions Agreement”) a copy of which is attached to this Agreement as Exhibit B and incorporated herein by reference, and agrees that such obligations shall survive the Termination Date and any termination of her services to the Company. The Company shall be entitled to cease all severance payments to Executive in the event of her material breach of this Section 4.
Confirmation of Continuing Obligations. (a) Employee hereby expressly reaffirms his obligations under Section 6 of the Employment Agreement, a copy of which is attached to this Release as Exhibit B and incorporated herein by reference, and under the PIIA, a copy of which is attached to this Release as Exhibit C and incorporated herein by reference, and agrees that such obligations shall survive the Separation Date and any termination of his services to the Company. The Company shall be entitled to cease all severance payments to Employee in the event of his material breach of this Section 4.
(b) Employee acknowledges that the Company has provided him with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information (as defined in the PIIA) that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the Proprietary Information to his attorney and use the Proprietary Information in the court proceeding, if Employee files any document containing the Proprietary Information under seal, and does not disclose the Proprietary Information, except pursuant to court order.
Confirmation of Continuing Obligations. (a) Employee hereby expressly reaffirms his obligations under that certain Proprietary Information and Inventions Agreement executed by Employee on July 18, 2018 (the “PIIA”), a copy of which is attached to this Release as Exhibit A and incorporated herein by reference, and agrees that such obligations shall survive the Separation Date and any termination of his services to the Company. The Company shall be entitled to cease all termination payments to Employee in the event of his non-compliance with this Section 4.
(b) Employee agrees that, for a period of twelve (12) months after the Separation Date, Employee will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.
(c) Employee agrees that he shall not disparage or otherwise communicate negative statements or opinions about the Company, its board members, officers, employees, shareholders or agents; provided, however, that Employee shall not be prohibited from making such statements or opinions to his immediate family so long as such statements or opinions are not likely to be harmful to the Company, its board members, officers, employees, shareholders or agents or its or their businesses, business reputations, or personal reputations. The Company agrees that neither its board members nor officers shall disparage or otherwise communicate negative statements or opinions about Employee. Except as may be required by law, neither Employee, nor any member of Employee’s family, nor anyone else acting by, through, under or in concert with Employee will disclose to any individual or entity (other than Employee’s legal or tax advisors) the terms of this Release. Nothing in this Section 4(c) shall prohibit Employee from (i) testifying in any legal proceeding in which he testimony is compelled by law or court order and no breach of this provision shall occur due to any accurate, legally compelled testimony or (ii) communicating or cooperating with any government agency.
(d) Employee acknowledges that the Company has provided him with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for t...
Confirmation of Continuing Obligations. (a) The Executive hereby expressly reaffirms his obligations under that certain Employee Proprietary Information and Inventions Agreement executed by the Executive in connection with his employment with the Company (the “Proprietary Information Agreement”), a copy of which is attached hereto as Exhibit B and incorporated herein by reference, and agrees that such obligations shall survive the Last Day of Service.
(b) By signing below, the Executive agrees that, no later than the Last Day of Service, he will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information (each as defined in the Proprietary Information Agreement) of the Company. The Executive further agrees that any property situated on the Company’s premises and owned by the Company, including computers, hard drives, and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. The Executive’s compliance with this Section 5(b) shall be a condition to his receipt of the payments and benefits set forth in Sections 1(b) and 2. The Executive will deliver all applicable Company property back to the Company by using a prepaid box that will be shipped to the Executive’s address or by leaving any property that it wasn’t agreed that the Executive would retain in the Executive’s office on or prior to the Last Day of Service.
(c) Subject to Section 5(f), the Executive agrees that the Executive will not make any negative or disparaging statements or comments, either as fact or as opinion, about the Company or its subsidiaries or their employees, officers, directors, shareholders, vendors, products or services, business, technologies, market position or performance. Nothing in this Section 5(c) will prohibit the Executive or the Company from providing truthful information in response to a subpoena or other legal process or governmental inquiry, or from exercising any other protected right that cannot be waived by agreement.
(d) The receipt of the payments and benefits set forth in Sections 1(b) and 2 shall be subject to the Executive not violating the provisions of this Agreement or the Proprietary Information Agreement or any other similar restrictive covenant or proprietary information agreement to which the Executive i...
Confirmation of Continuing Obligations. Executive hereby expressly reaffirms his continuing obligations under Section 5 of the Employment Agreement and the Proprietary Information and Inventions Agreement, and Executive acknowledges that such obligations shall survive his termination of employment.
Confirmation of Continuing Obligations. (a) Executive hereby expressly reaffirms her obligations under Section 5 of the Employment Agreement, a copy of which is attached to this Release as Exhibit B and incorporated herein by reference, and under the Company’s standard employee proprietary information and inventions agreement (the “Employee Proprietary Information and Inventions Agreement”), a copy of which is attached to this Release as Exhibit C and incorporated herein by reference, and agrees that such obligations shall survive the Termination Date and any termination of her services to the Company. The Company shall be entitled to cease all severance payments to Executive in the event of her material breach of this Section 4.
(b) Nothing herein is intended to or shall (i) prevent Executive from communicating directly with, cooperating with, or providing information to, any federal, state or local government regulator, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice, or (ii) be deemed to restrict Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation.
Confirmation of Continuing Obligations. |US-DOCS\148093130.1||
(a) PIIA. Employee hereby expressly reaffirms his obligations under the Company’s Proprietary Information and Inventions Agreement (the “PIIA”) a copy of which is attached to this Release as Exhibit A and incorporated herein by reference, and agrees that such obligations shall survive the Termination Date.
Confirmation of Continuing Obligations. Executive hereby confirms his obligations under Sections 8, 9 and 10 of the Agreement and the Company’s proprietary information and inventions agreement.
Confirmation of Continuing Obligations. Proprietary Information and Inventions. Consultant hereby expressly reaffirms her obligations, to the extent any such obligations survive termination, under Section 5 of the Employment Agreement (as defined in the Release Agreement, which section is incorporated herein by reference, under the Proprietary Information and Inventions Agreement between Consultant and the Company (the “Proprietary Information Agreement”), a copy of which is attached to the Release Agreement as Exhibit C and incorporated herein by reference, and Section 7 of the Release Agreement and agrees that such obligations shall survive the Separation Date and her termination of Services under this Agreement. b. [***]. c. [***]. d Solicitation of Company Personnel. During the Term and for [***] period following the Separation Date (the “Restricted Period”), Consultant will not, either directly or through others, for Consultant’s own benefit or the benefit of any other individual or entity: [***].
Confirmation of Continuing Obligations. Proprietary Information and Inventions. Executive hereby expressly reaffirms his
