Covenants by You. You acknowledge and agree to the following:
(a) You will return all property of the Company, including, without limitation, all computer hardware, software, mobile phone(s), company credit cards, calling cards and any contracts or proposals, Company, documentation, files and other materials relating to the Company, whether in hard copy or electronic (or other) form, on or before February 11, 2015, unless extended at the Company’s discretion.
(b) You continue to be bound by the terms of the Confidentiality, Inventions and Non-Competition Agreement between you and the Company, which terms are in full force and effect and will survive the termination of your employment with the Company, except that Section 4 of the Confidentiality, Inventions and Non-competition Agreement is superseded by the terms in this Agreement. To that end, Menichella and Company agree for a period of six months, starting on January 28, 2015 and ending on July 24, 2015, that Menichella will not directly be involved with any of the following businesses or individuals: * Avalanche * Spark * ReGenx Bio * RetroSense * NightstarX * OxfordBiomedica * Xxxx Xxx * Uniqure * Gensight For purposes of this Agreement, “directly involved” means being an employee, officer, director, or owning more than ten percent (10%) of one of the entities listed above.
(c) You will not make any statements, whether orally or in writing (including in electronic communications) that are professionally or personally disparaging about the Company or its officers, directors, managers, employees or consultants
(d) You agree that upon request to cooperate with and provide reasonable assistance to the Company and its legal counsel in connection with any litigation (including without limitation arbitration or administrative hearings) or investigations affecting the Company, in which your assistance or cooperation is needed as determined by the Company or its legal counsel. You further agree that, in the event you are subpoenaed by any person or entity (including without limitation any government agency) to give testimony which in any way relates to your employment by the Company or with respect to any relationship with the Company, you will give prompt notice of such request to the Company and will not make any disclosure until the Company has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.
(e) You understand that if you breach any of these covenants, such breach shal...
Covenants by You. You expressly acknowledge and agree to the following:
(a) that no later than February 10th, you will return to the Company, and will not retain, any and all Company files, documents and other confidential information (and any copies thereof in any form or media) and property, including without limitation, any cell phone, hand-held computer device, keys, key cards and vehicles, you will however maintain access to your computer and you understand and agree that you will not receive the Severance until you have done so;
(b) that you reaffirm and will abide by the Intellectual Property Protection and Assignment Agreement previously signed by you and attached hereto (the “IPPA”) and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information;
(c) that for a period of one year after the Separation Date, you will not, on your own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity other than the Company, directly or indirectly hire, attempt to hire, or induce or solicit to be hired, as an employee or consultant or in any other capacity, any employee or exclusive consultant of the Company (or any person who may have been employed or engaged as a consultant exclusively by the Company during the term of your employment by the Company), or assist in such hiring by any other person or business entity or encourage any such employee or consultant to terminate his or her employment or consultancy relationship with the Company, you may however hire former employees of the Company that were categorized as involuntary terminations from the Company;
(d) that all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and the Company and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law);
(e) that you and the Company will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of you and the Company (and its offi...
Covenants by You. You expressly acknowledge and agree to the following:
(i) that for a period of two years following the Effective Date, you will not, without the prior written consent of the Company:
(a) for yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder, officer, director, member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be connected with or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any business or business activity which is related to the research, development, manufacture, marketing, selling or servicing of products or services that are competitive with the products or services being
Covenants by You. You expressly acknowledge and agree that:
(i) you have returned to the Company all Company documents (and any copies thereof) and property, and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice of such disclosure;
(ii) all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law);
(iii) you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (or to any of its officers, directors or managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (or any of its officers, directors or managers);
(iv) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its officers, directors and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available to meet with Company officials regarding personnel or commercial matters in which you have been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any...
Covenants by You. You expressly acknowledge and agree to the following:
(i) that you have returned to the Company all Company documents (and any copies thereof, whether in paper, electronic or other form) and property, and that you shall abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information; and
(ii) that all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law); and
(iii) that you shall abide by the provisions of the Proprietary Information and Inventions Agreement previously signed by you, dated December 18, 2000, and that you shall abide by all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and confidential and proprietary information; and
(iv) that the breach of any of the foregoing covenants by you shall constitute a material breach of this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Severance Pay and Benefits already paid to you pursuant to Section 2 of this letter.
Covenants by You. You expressly acknowledge and agree to the following:
(a) If you have a company lease vehicle, you agree to return the vehicle on or before the 30 day anniversary of the Separation Date. Additionally, you agree to return all Company documents (and any copies thereof whether in hard or electronic form), property (including, without limitation, keys, computers, iPads, computer disks and CD-ROMs, USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within one (1) business day of the Separation Date. You may return Company documents, property and other Company information to the Company via FedEx using the Company account number. You agree to cooperate with Company representatives in the return of Company property.
(b) You agree to abide by the Invention, Non-Disclosure and Non-Competition Agreement dated on or about March 24, 2017 and attached hereto (the terms of which are hereby incorporated by reference) and to abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information.
(c) You agree that all information relating in any way to this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by law).
(d) You agree that you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (and/or its officers, directors and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (and/or its officers, directors and managers).
(e) You agree that during the six-month period immediately following the Separation Date and subject to any obligations you may have to a current employer at the time, you will be required to provide to the Company reaso...
Covenants by You. You expressly acknowledge and agree to the following:
(a) that no later than the Separation Date, you will return to the Company, and will not retain, any and all Company files, documents and other confidential information (and any copies thereof in any form or media) and property, including without limitation, any cell phone, computer, hand-held computer device, keys, key cards and vehicles;
(b) that you reaffirm and will abide by the Agreement Regarding Intellectual Property and Proprietary Information (the “NDA”) signed by you on , and attached hereto as Exhibit A, and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information; and
(c) that all of the Company’s rights under this Agreement will inure to the benefit of the Company’s successors and assigns.
Covenants by You. You acknowledge and agree to the following:
(a) You are obligated to return to the Company, and you hereby represent that you have returned, all Company documents, originals and copies, whether in hard or electronic form, and all Company property, including without limitation keys, computers, computer disks, pagers, phones and credit cards.
(b) You remain bound by, and will continue to abide by, the Zosano Pharma, Inc. At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement you signed on April 30, 2014, which is attached hereto and the terms of which are incorporated by reference into this Agreement, in addition to any other obligations created by law requiring you to protect the Company’s trade secrets, and confidential and proprietary documents and information.
(c) Neither you nor any of the Company’s directors, officers, or senior managers will make any statements, whether verbally or in writing (including in electronic communications) that are professionally or personally disparaging of, or adverse to the interests of, the Company or its officers, directors, senior managers, or Xxxxxx Xxx. This includes, but is not limited to, any statements that disparage the products, services, finances, financial condition, capability or any other aspect of the business of the Company. The Company and you further agree not to engage in any conduct which is intended to harm, professionally or personally, the reputation of the Company or its officers, directors, senior managers, or Xxxxxx Xxx.
Covenants by You. You covenant that any products, services, or content published and distributed on Your Store and Your related activities shall not violate the StoreSeen Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they :
(i) be false, inaccurate or misleading;
(ii) be fraudulent or involve the sale of counterfeit or stolen items;
(iii) infringe or misappropriates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(iv) violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
(v) be defamatory, trade libellous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
(vi) be obscene or contain child pornography;
(vii) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(viii) involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and You shall not use Your account or Your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
(ix) involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;
(x) be harmful or potentially harmful to the StoreSeen Server structure as determined in StoreSeen's sole discretion, including without limitation overloading the StoreSeen technical infrastructure;
(xi) involve subleasing Your account or offering "free space" on or other access to Your account or Your Store to third parties;
(xii) create liability for StoreSeen and its subcontractors or expose them to undue risk or otherwise engage in activities that StoreSeen, in its sole discretion, determines to be harmful to StoreSeen's affiliates, operations, reputation, or goodwill ; and
(xiii) link directly or indirec...
Covenants by You. You expressly acknowledge and agree to the ----------------- following:
(a) You have returned to the Company all Company documents (and any copies thereof) and property, except as agreed otherwise by the parties as set forth in Schedule E hereto, and that you shall abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's trade secrets and/or confidential and proprietary documents and information.
(b) You will abide by all of the provisions except Section 2 of the Noncompetition, Nonsolicitation, and Nondisclosure Agreement that you signed on May 21, 1999 and which is incorporated herein by reference (the "May 21 Agreement"). Section 2 of the May 21 Agreement will no longer be enforceable by the Company or you. The remainder of the provisions in the May 21 Agreement will remain fully enforceable.
(c) Until and through March 31, 2000, you will not perform any services, whether as an employee or a contractor or otherwise, for any other person, corporation or other entity that is or is planning to develop and distribute computer software that enables companies to conduct e-commerce; provide consulting services to companies concerning the market of e- commerce and methods to improve one's business by conducting e-commerce; assist companies in building their e-commerce web sites by implementing the company's software or software created by third parties; or create, host or manage web sites or other e-commerce applications created by the company or third parties, unless you obtain the prior written approval of the CEO of OneSoft Corporation or Executive Vice President Xxxxx Xxxxx.
(d) From the Change in Status Date and through December 31, 2000, you will not perform the same or similar services as you performed for the Company to any of the direct competitors of the Company listed on Exhibit C or to any entity that prior to your employment by or provisions of services to such entity is compared to OneSoft as materially competitive or compared to any direct competitor (except IBM or Microsoft) as materially competitive, by any of the investment, banking and analyst organizations listed on Exhibit D. You may submit the name of an entity, in writing (to General Counsel or Xxxxx X. Xxxxx), for the Company to verify whether or not such entity has been compared to OneSoft as materially competitive or compared to any direct competitor (except IBM or Microsoft) as materially competitive, by any of the investm...
