Consultant’s Acknowledgements Sample Clauses

Consultant’s Acknowledgements. The Consultant acknowledges that the Fee Shares to be issued pursuant to the terms of this Agreement will not be registered under the United States Securities Act of 1933 (the "1933 Act"), or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or to U.S. persons, except pursuant to an effective registration statement under the 1933 Act, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act. The Consultant further acknowledges that the Fee Shares will be subject in the United States to a one (1) year hold period from the date of issuance of the Fee Shares.
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Consultant’s Acknowledgements. The Consultant acknowledges that: the continued success of the Company depends upon the use and protection of confidential and proprietary information, and the Consultant will have access to some or all of this information, and that such information, described more fully below as Protected Information, constitutes valuable, special and unique property of the Company; the Company has developed unique business systems and procedures, that are very different from those of its competitors, and the Company has a legitimate need to protect those business systems; the Company does business throughout the world, and under such circumstances, the geographic scope of the restrictive covenants should be world-wide in application; the restrictions set forth below are reasonable and appropriate for the Consultant, who will have strong relationships with the information systems staff of the Company, and who will become very knowledgeable regarding the Protected Information, as defined below; it is reasonable and appropriate for each of the commitments in Sections 1(c) and 1(d) to have the temporal scope set forth in those covenants; the Consultant is willing to be bound by this Agreement as a condition of work for the Company as a contractor; there are trade secrets and confidential information involving the operations of the Company which derive economic value, actual or potential, from not being generally known to, and not readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use (including, without limitation, (A) Company technology and product development information, applications engineering information, design work, computer programming, computer hardware and software, and systems analysis; (B) lists of actual or potential customers, price lists and other pricing information (including estimates and bids); (C) marketing methods and techniques, current and anticipated customer requirements and needs, customer, vendor and supplier information (including email addresses), market studies and business plans; (D) historical financial statements, financial projections and budgets, historical and projected revenues and expenses, and any financial information relating to the Company’s owners; (E) any information that is marked “confidential” or in some comparable manner, and any other information or material that is a trade secret, under applicable law, pertaining to the Company’s business operations; and, finally, (...
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Consultant’s Acknowledgements. The Consultant hereby expressly acknowledges and represents that (i) it has consulted with independent legal counsel regarding its rights and obligations under this Agreement, and (ii) that the agreements herein are reasonable and necessary for the protection of the Consultant and the Company and are an essential inducement to the Company to enter into this Agreement.
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Consultant’s Acknowledgements. Consultant acknowledges and agrees that the Confidential Information, and all copies and manifestations of the same, are, and shall remain at all times, the exclusive property of XStream and/or its clients and customers. Consultant acknowledges and agrees that the Confidential Information is a special and unique asset of XStream and/or its clients and customers, created and/or obtained by XStream and/or its clients or customers at considerable time and/or expense, from which XStream and/or its clients and customers may or does derive independent economic value from the Confidential Information not being generally known to the public or third parties.
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Consultant’s Acknowledgements. The Consultant acknowledges that: (a) in the course of his prior employment by the Company and during the term of this Agreement, Employee has acquired and will acquire information concerning the Company's sales, sales volume, sales methods, sales proposals, customers and prospective customers, identity of key personnel in the employ of customers and prospective customers, amount or kind of customer's purchases from the Company, the Company's recruiting method and practices, computer programs, system documentation, special hardware, product hardware, related software development, manuals, formulae, processes, methods and other confidential or proprietary information belonging to the Company relating to the Company's affairs (collectively referred to herein as the "Confidential Information"); (b) the Confidential Information is the property of the Company; (c) the use, misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Company; and (d) it is essential for the protection of the Company's goodwill and to the maintenance of the Company's competitive position that the Confidential Information be kept secret and that the Consultant not disclose the Confidential Information to others or use the Confidential Information to the Consultant's own advantage or the advantage of others. The Consultant further acknowledges that it is essential for the proper protection of the business of the Company that the Consultant be restrained (a) from soliciting or inducing any employee of the Company to leave the employ of the Company, (b) from soliciting the trade of or trading with the customers of the Company for a competitive purpose and (c) from competing against the Company for a reasonable period of time following termination of this Agreement. For purposes of Sections 6 and 7 hereof, the term "Company" shall also include R Systems, Inc. and all other subsidiaries of the Company and R Systems, Inc.
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Consultant’s Acknowledgements. By executing and delivering this Agreement, Consultant expressly acknowledges that: (a) Consultant has been given sufficient time to review and consider this Agreement; (b) Consultant is receiving, pursuant to this Agreement, consideration in addition to anything of value to which Consultant is already entitled; (c) Consultant has been advised, and xxxxxx is advised in writing, to discuss this Agreement with an attorney of Consultant’s choice and that Consultant has had an adequate opportunity to do so prior to executing this Agreement; (d) Consultant fully understands the final and binding effect of this Agreement; the only promises made to Consultant to sign this Agreement are those stated herein; and Consultant is signing this Agreement knowingly, voluntarily and of Consultant’s own free will, and that Consultant understands and agrees to each of the terms of this Agreement; (e) The only matters relied upon by Consultant in causing Consultant to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and (f) No Company Party has provided any tax or legal advice regarding this Agreement, and Consultant has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Consultant’s own choosing such that Consultant enters into this Agreement with full understanding of the tax and legal implications thereof.
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Consultant’s Acknowledgements 
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Related to Consultant’s Acknowledgements

  • Tenant’s Acknowledgement ☐ - Tenant has received copies of all information listed above. ☐ - Tenant has received the pamphlet “Protect Your Family From Lead in Your Home”.

  • Executive’s Acknowledgements The Executive acknowledges that he: (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the law firm of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP is acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and is not acting as counsel for the Executive.

  • Mutual Acknowledgement Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

  • Certain Acknowledgements The Participant acknowledges and agrees (i) that the Trust, the Transfer Agent, the Distributor and their respective agents may elect to review any Order placed through the Web Order Site manually before it is executed and that such manual review may result in a delay in execution of such Order; (ii) that during periods of heavy market activity or other times, it may be difficult to place Orders via the Web Order Site and the Participant may place Orders as otherwise set forth in Attachment A; and (iii) that any transaction information, content, or data downloaded or otherwise obtained through the use of the Web Order Site are done at the Participant’s own discretion and risk. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE FUND CONNECT AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE WEB ORDER SITE IS PROVIDED “AS IS,” “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. SPECIFICALLY, WITHOUT LIMITING THE FOREGOING, ALL WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEB ORDER SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE TRUST, THE TRANSFER AGENT, THE DISTRIBUTOR OR THEIR RESPECTIVE AGENTS, AFFILIATES, LICENSORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

  • Risk Acknowledgement The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis. The Adviser understands that investment decisions made for the Fund by the Sub-Adviser are subject to various market, currency, economic, political, business and structure risks and that those investment decisions will not always be profitable.

  • Additional Acknowledgements By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.

  • Employee Acknowledgements Employee acknowledges and agrees that: (a) he has read this Agreement; (b) he is fully competent to execute this Agreement which he understands to be contractual; (c) he executes this Agreement of his own free will, after having a reasonable period of time to review, study, and deliberate regarding its meaning and effect and to consult with counsel regarding same; and (d) executes this Agreement without reliance on any representation of any kind or character not expressly set forth herein.

  • Your Acknowledgements You acknowledge and agree that: 5.1 Apple may at any time, and from time to time, with or without prior notice to You (a) modify the APN, including changing or removing any feature or functionality, or (b) modify, deprecate, reissue or republish the APN APIs. You understand that any such modifications may require You to change or update Your Applications, Passes or Sites at Your own cost. Apple has no express or implied obligation to provide, or continue to provide, the APN and may suspend or discontinue all or any portion of the APN at any time. Apple shall not be liable for any losses, damages or costs of any kind incurred by You or any other party arising out of or related to any such service suspension or discontinuation or any such modification of the APN or APN APIs. 5.2 The APN is not available in all languages or in all countries or regions and Apple makes no representation that the APN is appropriate or available for use in any particular location. To 5.3 Apple provides the APN to You for Your use with Your Application, Pass, or Site, and does not provide the APN directly to any end-user. You acknowledge and agree that any Push Notifications are sent by You, not Apple, to the end-user of Your Application, Pass or Site, and You are solely liable and responsible for any data or content transmitted therein and for any such use of the APN. Further, You acknowledge and agree that any Local Notifications are sent by You, not Apple, to the end-user of Your Application, and You are solely liable and responsible for any data or content transmitted therein. 5.4 Apple makes no guarantees to You in relation to the availability or uptime of the APN and is not obligated to provide any maintenance, technical or other support for the APN. 5.5 Apple reserves the right to remove Your access to the APN, limit Your use of the APN, or revoke Your Push Application ID at any time in its sole discretion. 5.6 Apple may monitor and collect information (including but not limited to technical and diagnostic information) about Your usage of the APN to aid Apple in improving the APN and other Apple products or services and to verify Your compliance with this Agreement; provided however that Apple will not access or disclose the content of any Push Notification unless Apple has a good faith belief that such access or disclosure is reasonably necessary to: (a) comply with legal process or request; (b) enforce the terms of this Agreement, including investigation of any potential violation hereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Apple, its developers, customers or the public as required or permitted by law. Notwithstanding the foregoing, You acknowledge and agree that iOS, iPadOS, macOS, and watchOS may access Push Notifications locally on a user’s device solely for the purposes of responding to user requests and personalizing user experience and suggestions on device.

  • Executive Acknowledgement Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment. [Signature Page Follows]

  • Employee Acknowledgement Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.