Common use of Covenants by You Clause in Contracts

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 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 and the Company will not engage in any conduct which is intended to harm professionally or personally the reputation of you or the Company (and its officers, directors and managers); (f) that the breach of any of the foregoing covenants or of the terms of the IPPA by either party shall constitute a material breach of this Agreement and shall relieve the impacted party of any further obligations hereunder and, in addition to any other legal or equitable remedy available to either party, shall entitle the Company to recover any Severance Pay already paid to or for you pursuant to Section 1 of this Agreement; and (g) 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 expressly acknowledge and agree to the following: (a) With the exception of the laptop that no later than February 10thwas provided to you (which you may keep), you will agree to return to the Company, and will not retain, any and all Company files, documents and other confidential information (and any copies thereof whether in any form hard or media) and propertyelectronic form), including property (including, without limitation, any cell phone, hand-held computer device, keys, key cards computers, iPads, computer disks and vehiclesCD-ROMs, you will however maintain access USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within five (5) business days of the Separation Date. You may return Company documents, property and other Company information to your computer and you understand and the Company via FedEx using the Company account number. You agree that you will not receive to cooperate with Company representatives in the Severance until you have done so;return of Company property. (b) that You agree to keep confidential all confidential and proprietary information of the Company, and 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 agree 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) 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) You agree 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 by you 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);. (ed) You agree 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 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 and the Company will not engage in any conduct which is intended to harm professionally or personally the reputation of you or the Company (and and/or its officers, directors and managers);. The Company’s executive officers and members of its Board of Directors will not make any public statements that are professionally or personally disparaging about you. (fe) You agree that the breach of any of the foregoing covenants or of the terms of the IPPA by either party you shall constitute a material breach of this Agreement and shall relieve the impacted party Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to either partythe Company, shall entitle the Company to recover any Severance Pay compensation already paid to or for you pursuant to Section 1 2 of this Agreement; and (g) that all of the Company’s rights under this Agreement will inure to the benefit of the Company’s successors and assignsletter.

Covenants by You. You expressly acknowledge and agree to the following: (a) that no later than February 10thExcept for your Company laptop, which you may keep after confidential information of the Company has been removed from it, you will agree to return to the Company, and will not retain, any and all Company files, documents and other confidential information (and any copies thereof whether in any form hard or media) and propertyelectronic form), including property (including, without limitation, any cell phone, hand-held computer device, keys, key cards computers, iPads, computer disks and vehiclesCD-ROMs, you will however maintain access USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within five (5) business days of the Separation Date. You may return Company documents, property and other Company information to your computer and you understand and the Company via FedEx using the Company account number. You agree that you will not receive to cooperate with Company representatives in the Severance until you have done so;return of Company property. (b) that You agree to keep confidential all confidential and proprietary information of the Company, and 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 agree 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) 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) You agree 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 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 and the Company will not engage in any conduct which is intended to harm professionally or personally the reputation of you or the Company (and and/or its officers, directors and managers);. The Company’s executive officers, marketing personnel and members of its Board of Directors will not make any public statements that are professionally or personally disparaging about you. (fd) You agree that the breach of any of the foregoing covenants or of the terms of the IPPA by either party you shall constitute a material breach of this Agreement and shall relieve the impacted party Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to either partythe Company, shall entitle the Company to recover any Severance Pay compensation already paid to or for you pursuant to Section 1 2 of this Agreement; and (g) that all of the Company’s rights under this Agreement will inure to the benefit of the Company’s successors and assignsletter.

Covenants by You. You expressly acknowledge and agree to the following: (ai) You have returned all Company property, including but not limited to your office keys, building access cards/passes, laptop computer, Company documents and files, and any other computer hardware, disks or files in your possession, custody or control, whether maintained by you at work or off-site. You further acknowledge that you have retrieved from the Company as of the Separation Date all of your personal effects; (ii) that no later than February 10ththroughout the period of your receipt of any Severance Pay, you will return not: (a) attempt, directly or indirectly, to the Company, and will not retain, induce or attempt to influence 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 employee of MEMSIC to your computer and you understand and agree that you will not receive the Severance until you have done so;leave MEMSIC’s employ; and (b) that you reaffirm and will abide by solicit business from any of MEMSIC’s customers, whether directly or indirectly, for 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 benefit 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 anyone other than MEMSIC, nor participate or assist in any way in the Company, directly or indirectly hire, attempt to hire, or induce or solicit to be hired, solicitation of business from any such customers 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 another entity, unless the business being solicited is not in competition with the Company, you may however hire former employees of the Company that were categorized as involuntary terminations from the Company;services MEMSIC provides to such customers. (diii) that all information relating in any way to the negotiation of this Separation Agreement, including the terms and amount of financial consideration provided for in this Separation 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); (eiv) 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 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 and the Company will not engage in any conduct which is intended to harm professionally or personally the reputation of you or the Company (and and/or its officers, directors and managers); (fv) that you will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so; and (vi) that the breach of any of the foregoing covenants or of the terms of the IPPA by either party you shall constitute a material breach of this Agreement and shall relieve the impacted party Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to either partythe Company, shall entitle the Company to recover any Severance Pay already paid to or for you pursuant to Section 1 Sections 2 of this Agreement; and (g) that all of the Company’s rights under this Agreement will inure to the benefit of the Company’s successors and assignsletter.