Common use of Covenants by You Clause in Contracts

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employment with the Company, except that Section 4 of the Confidentiality, Inventions and Non-competition Agreement is superseded by the terms in this Agreement.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 shall constitute a material breach of this Agreement, and shall relieve the Company of any further obligations to you under this Agreement. Furthermore, if you breach any of these covenants, you shall be required to reimburse the Company the amount of your continuation pay and the cost of any other benefits provided to you by virtue of this Agreement, in addition to any other legal or equitable remedy available to the Company for such breach.

Covenants by You. You acknowledge and agree to the following: (a) You will are obligated to return all property of to the Company, including, without limitationCompany on the Separation Date, all computer hardwareCompany documents, software, mobile phone(s), company credit cards, calling cards originals and any contracts or proposals, Company, documentation, files and other materials relating to the Companycopies, whether in hard copy or electronic (or other) form, on or before February 11and all Company property, 2015including without limitation keys, unless extended at the Company’s discretioncomputers, computer disks, pagers, phones and credit cards. (b) You remain bound by, and will continue to be bound by the terms abide by, Section 3 of the Confidentiality, Inventions Amended and Non-Competition Restated Employment Agreement between you and the CompanyCompanies dated February 3, which terms are in full force and effect and will survive 2016 (the termination of your employment with the Company“Employment Agreement”, 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 which are incorporated by reference into this Agreement, in addition to any other obligations created by law requiring you to protect the Companies’ trade secrets, and confidential and proprietary documents and information. Notwithstanding the foregoing, the parties agree that the word “directly involvedcustomer” means being an employee, officer, director, or owning more than ten percent (10%is deleted from Section 3(c)(B) of one of the entities listed aboveEmployment Agreement. (c) You For three years after the date of this Agreement, you will not make any statements, whether orally verbally or in writing (including in electronic communications) that are professionally or personally disparaging about of, or adverse to the Company interests of, the Companies or their its officers, directors, managersmanagers or employees. This includes, employees but is not limited to, any statements that disparage the products, services, finances, financial condition, capability or consultantsany other aspect of the business of the Companies. You further agree not to engage in any conduct which is intended to harm, professionally or personally, the reputation of the Companies or their officers, directors, managers or employees. (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 understand 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 it shall constitute a material breach of this Agreement, and shall relieve the Company Companies of any further obligations to you under this Agreement. Furthermore, if you breach any of these covenants, you shall be required to reimburse the Company the amount of your continuation pay Severance Pay and the cost of any other benefits provided to you by virtue of this Agreement, in addition to any other legal or equitable remedy available to the Company for such breach.

Covenants by You. You acknowledge and agree to the following: (a) You Upon the Separation Date, 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. 00000 XX 000xx Xxxxxxx, on or before February 11Xxxxx #00, 2015Xxxxxxx, unless extended at the Company’s discretion.XX 00000 ● 386.462.2204 ● xxxx.xxx (b) You continue to be bound by the terms of the ConfidentialityNondisclosure, 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) ), administrative or regulatory review or investigations affecting the Company, in which your assistance or cooperation is needed as determined by the Company or its legal counsel. You agree that you will provide reasonable assistance to the Company in connection with any audit or review of any accounting periods, or portions of any accounting periods, ending on or before the Separation Date. The Company will compensate you at the rate of $300.00 per hour for such cooperation and will reimburse you for your reasonable expenses incurred in providing such cooperation. 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. If you are made a party or threatened to be made a party to any investigation, lawsuit or proceeding (other than an action by or in the right of the Company) by reason of anything done or not done by you pursuant to this Section 6(d), the Company will indemnify you against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by you in connection with the investigation, defense, settlement or appeal of such proceeding, so long as you, as determined by the board of directors of the Company acting in good faith, acted in good faith and in a manner you reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe your conduct was unlawful. The indemnification provided pursuant to the foregoing sentence shall not be an exclusive remedy, but shall be in addition to any rights you may have under the Company’s amended and restated certificate of incorporation or amended and restated bylaws. (e) You understand that if you breach any of these covenants, such breach shall constitute a material breach of this Agreement, and shall relieve the Company of any further obligations to you under this Agreement. Furthermore00000 XX 000xx Xxxxxxx, if you breach any of these covenantsXxxxx #00, you shall be required to reimburse the Company the amount of your continuation pay and the cost of any other benefits provided to you by virtue of this AgreementXxxxxxx, in addition to any other legal or equitable remedy available to the Company for such breach.XX 00000 ● 386.462.2204 ● xxxx.xxx