Common use of Duties and Obligations of Employee Clause in Contracts

Duties and Obligations of Employee. 2.1 GROOM shall serve as President of ACC. In that capacity, he shall do and perform all services, acts and things necessary or advisable to fulfill his duties, including but not limited to the planning, direction and implementation of worldwide operations for ACC. GROOM shall at all times be subject to the direction of the policies established by the Board of Directors of ACC. 2.2 GROOM agrees that he shall devote his entire productive time, ability and attention to the business of ACC during the term of this agreement, and shall not act in any commercial or professional capacity of any other person or organization whether for compensation or otherwise without the express written consent of ACC. 2.3 The parties acknowledge and agree that during the term of this agreement and in the course of his duties at ACC, GROOM shall have access to and become acquainted with information which is confidential and could be constituted as ACC's trade secrets. GROOM agrees that during and after the term of this Agreement, GROOM will not, directly or indirectly, disclose to any third party, or use or authorize any third party to use, any information relating to the business or interests of ACC that GROOM knows or has reason to know is regarded as confidential and valuable to ACC. GROOM acknowledges that such confidential information constitutes "trade secrets" of ACC as set forth in Section 3126 of the California Civil Code which shall include, without limitation, all methods, processes, formulae, compositions, inventions, machines, computer programs, research projects, customer lists, pricing data, sources of supply, marketing, production, merchandising systems or plans associated with ACC's business and all information delivered to ACC or GROOM in confidence by ACC's clients and customers. GROOM agrees to use his best efforts and the utmost diligence to guard and protect such trade secrets and confidential information. The parties acknowledge and agree that in determining whether information is confidential information and/or a trade secret (as defined herein), the fact that such information is not marked "confidential" shall not adversely affect the confidentiality or trade secret status of the same. GROOM agrees that if his relationship with ACC is terminated for any reason, GROOM will return to ACC all records and papers and all matter of whatever nature which bears secret or confidential information of ACC. In the event of a breach or threatened breach of Section of this Agreement, ACC shall be entitled to an injunction restraining such breach, without the requirement of posting bond; but nothing here shall be construed as prohibiting ACC from pursuing any other remedy available to it as a result of such breach or threatened breach. 2.4 GROOM hereby represents and agrees that the services to be performed under the terms of this contract are of a special, unique, unusual, and intellectual character and as such, are of peculiar value, the loss of which cannot be adequately compensated by damages in a court of law. GROOM therefore expressly agrees that ACC, in addition to any other rights and remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach in this contract by GROOM. 2.5 GROOM agrees and covenants that for a period of three (3) years following the termination of this Agreement, he shall not compete directly or indirectly with ACC. Furthermore, GROOM agrees that he shall not directly or indirectly induce or solicit, or directly or indirectly aid or assist any other entity, person or otherwise to induce or solicit, current employees, salesmen, agents, consultants, distributors, representatives, advisors, customers or suppliers of ACC to terminate their employment or business relations with ACC. Nothing contained in this Agreement shall prevent GROOM from purchasing less than one percent (1%) of the issued and outstanding common stock of a corporation which conducts such business if such stock is registered under the Securities Act of 1933. GROOM hereby acknowledges and agrees that any violation of this Section will cause damage to Company in an amount difficult to ascertain. In the event of a breach or threatened breach of this Section, ACC shall be entitled to an injunction restraining such breach; but nothing here shall be construed as prohibiting ACC from pursuing any other remedy available to it as a result of such breach or threatened breach.

Duties and Obligations of Employee. 2.1 GROOM XXXXXX shall serve as President Chairman of the Board and Chief Financial Officer of ACC. In that capacity, he shall do and perform all services, acts and things necessary or advisable to fulfill his duties, including but not limited to the planning, direction and implementation of worldwide operations business planning and strategic initiatives for ACC, the duties of the Chief Financial Officer, and will preside over all activities involving the Board Of Directors. GROOM XXXXXX shall at all times be subject to the direction of the policies established by the Board of Directors of ACC. 2.2 GROOM XXXXXX agrees that he shall devote his entire productive time, ability and attention to the business of ACC during the term of this agreement, and shall not act in any commercial or professional capacity of any other person or organization whether for compensation or otherwise without the express written consent of ACC. 2.3 The parties acknowledge and agree that during the term of this agreement and in the course of his duties at ACC, GROOM XXXXXX shall have access to and become acquainted with information which is confidential and could be constituted as ACC's trade secrets. GROOM XXXXXX agrees that during and after the term of this Agreement, GROOM XXXXXX will not, directly or indirectly, disclose to any third party, or use or authorize any third party to use, any information relating to the business or interests of ACC that GROOM XXXXXX knows or has reason to know is regarded as confidential and valuable to ACC. GROOM XXXXXX acknowledges that such confidential information constitutes "trade secrets" of ACC as set forth in Section 3126 of the California Civil Code which shall include, without limitation, all methods, processes, formulae, compositions, inventions, machines, computer programs, research projects, customer lists, pricing data, sources of supply, marketing, production, merchandising systems or plans associated with ACC's business and all information delivered to ACC or GROOM XXXXXX in confidence by ACC's clients and customers. GROOM XXXXXX agrees to use his best efforts and the utmost diligence to guard and protect such trade secrets and confidential information. The parties acknowledge and agree that in determining whether information is confidential information and/or a trade secret (as defined herein), the fact that such information is not marked "confidential" shall not adversely affect the confidentiality or trade secret status of the same. GROOM XXXXXX agrees that if his relationship with ACC is terminated for any reason, GROOM XXXXXX will return to ACC all records and papers and all matter of whatever nature which bears secret or confidential information of ACC. In the event of a breach or threatened breach of Section of this Agreement, ACC shall be entitled to an injunction restraining such breach, without the requirement of posting bond; but nothing here shall be construed as prohibiting ACC from pursuing any other remedy available to it as a result of such breach or threatened breach. 2.4 GROOM hereby represents and agrees that the services to be performed under the terms of this contract are of a special, unique, unusual, and intellectual character and as such, are of peculiar value, the loss of which cannot be adequately compensated by damages in a court of law. GROOM therefore expressly agrees that ACC, in addition to any other rights and remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach in this contract by GROOM. 2.5 GROOM XXXXXX agrees and covenants that for a period of three one (31) years year following the termination of this Agreement, he shall not compete be a major stock holder or owner of a company that competes directly or indirectly with ACC. Furthermore, GROOM XXXXXX agrees that he shall not directly or indirectly induce or solicit, or directly or indirectly aid or assist any other entity, person or otherwise to induce or solicit, current employees, salesmen, agents, consultants, distributors, representatives, advisors, customers or suppliers of ACC to terminate their employment or business relations with ACC. Nothing contained in this Agreement shall prevent GROOM XXXXXX from purchasing less than one percent (1%) of the issued and outstanding common stock of a corporation which conducts such business if such stock is registered under the Securities Act of 1933. GROOM hereby acknowledges and agrees that any violation of this Section will cause damage to Company in an amount difficult to ascertain. In the event of a breach or threatened breach of this Section, ACC shall be entitled to an injunction restraining such breach; but nothing here shall be construed as prohibiting ACC from pursuing any other remedy available to it as a result of such breach or threatened breach.

Duties and Obligations of Employee. General Duties Section 2.1 GROOM As of the date set forth in Section 8.8, Employee shall serve as Employer’s President & Chief Executive Officer, and he shall also serve as a member of ACCEmployer’s Board of Directors. Prior to such date, Employee shall continue to serve in his current capacity as Executive Vice-President working under the direction of and reporting to Mxxxxxx D’Addio, the Company’s current President and Chief Executive Officer. In that capacityhis capacity as President and Chief Executive Officer, he Employee shall do and an perform all services, acts and or things necessary or advisable to fulfill his duties, including but not limited to the planning, direction and implementation of worldwide operations for ACC. GROOM shall at all times be subject to the direction of in accordance with the policies established set by the Employer’s Board of Directors Directors. Employee shall perform such services primarily in Campbell, California, which shall serve as the Employer’s principal facility, except that the parties understand that temporary travel on Employer’s business to other sites shall be required. The parties may designate another location for Employee to primarily perform his services; provided, however, that Employee’ permanent place of ACCemployment shall not be more than fifty miles from Campbell, California absent Employee’s written consent. 2.2 GROOM agrees that he (a) Employee shall devote substantially all his entire productive time, ability and an attention to the business of ACC Employer during the term of this agreement, and employment term. (b) Employee shall not act engage in any commercial other business duties or professional capacity of any other person or organization whether for compensation or otherwise without the express written consent of ACC. 2.3 The parties acknowledge and agree that during the term of this agreement and in the course of his duties at ACC, GROOM shall have access to and become acquainted with information which is confidential and could be constituted as ACC's trade secrets. GROOM agrees that during and after the term of this Agreement, GROOM will not, directly or indirectly, disclose to any third party, or use or authorize any third party to use, any information relating to the business or interests of ACC that GROOM knows or has reason to know is regarded as confidential and valuable to ACC. GROOM acknowledges that such confidential information constitutes "trade secrets" of ACC as set forth in Section 3126 of the California Civil Code which shall include, without limitation, all methods, processes, formulae, compositions, inventions, machines, computer programs, research projects, customer lists, pricing data, sources of supply, marketing, production, merchandising systems or plans associated with ACC's business and all information delivered to ACC or GROOM in confidence by ACC's clients and customers. GROOM agrees to use his best efforts and the utmost diligence to guard and protect such trade secrets and confidential information. The parties acknowledge and agree that in determining whether information is confidential information and/or a trade secret (as defined herein), the fact that such information is not marked "confidential" shall not adversely affect the confidentiality or trade secret status of the same. GROOM agrees that if his relationship with ACC is terminated for any reason, GROOM will return to ACC all records and papers and all matter of whatever nature which bears secret or confidential information of ACC. In the event of a breach or threatened breach of Section of this Agreement, ACC shall be entitled to an injunction restraining such breach, without the requirement of posting bond; but nothing here shall be construed as prohibiting ACC from pursuing any other remedy available to it as a result of such breach or threatened breach. 2.4 GROOM hereby represents and agrees that the services to be performed under the terms of this contract are of a special, unique, unusual, and intellectual character and as such, are of peculiar value, the loss of which cannot be adequately compensated by damages in a court of law. GROOM therefore expressly agrees that ACC, in addition to any other rights and remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach in this contract by GROOM. 2.5 GROOM agrees and covenants that for a period of three (3) years following the termination of this Agreement, he shall not compete directly or indirectly with ACC. Furthermore, GROOM agrees that he shall not directly or indirectly induce or solicitpursuit whatsoever, or directly or indirectly aid render any services of a business, commercial or assist professional nature to any other entity, person or otherwise organization, whether for compensation or otherwise, without the prior written consent of the Board of Directors except for (1) boards of directors or private companies on which Employee currently serves and (2) other boards of directors to induce which Employee shall not devote more than 16 hours of service per month (measured on an annual basis). However, the expenditure of reasonable amounts of time for education, charitable or solicitprofessional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required under this Agreement. (c) In addition to Employee’s providing occasional service as a member of the Board(s) of Directors as provided above, current employees, salesmen, agents, consultants, distributors, representatives, advisors, customers or suppliers of ACC to terminate their employment or business relations with ACC. Nothing contained in this Agreement shall prevent GROOM not be interpreted to prohibit Employee from purchasing less than one percent (1%) of making passive personal investments or conducting private business affairs if those activities do not materially interfere with the issued and outstanding common stock of a corporation which conducts such business if such stock is registered services required under the Securities Act of 1933. GROOM hereby acknowledges and agrees that any violation of this Section will cause damage to Company in an amount difficult to ascertain. In the event of a breach or threatened breach of this Section, ACC shall be entitled to an injunction restraining such breach; but nothing here shall be construed as prohibiting ACC from pursuing any other remedy available to it as a result of such breach or threatened breachAgreement.