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.
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.
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.
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.
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, (...
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.
Consultant’s Acknowledgements
