Executive’s Covenant. The Executive represents to the Company that he is entitled to enter into this Agreement and to implement and carry out its terms and that by so doing he shall not be in breach of any obligation (contractual or otherwise) to any third party which would entitle that third party to damages or any other remedy at law.
Executive’s Covenant. Beginning on the Employment End Date, Executive shall not make, participate in the making of, or encourage any other person to make, any statements, written or oral, which criticize, disparage, or defame the reputation of, or which embarrass the Company, its subsidiaries and their affiliates or any of their respective present, former or future directors, officers, executives, employees and/or shareholders.
Executive’s Covenant. Executive does hereby, without -------------------- reservation, irrevocably:
(i) sell, assign, grant, transfer, and convey to the Company (and the Company's successors and assigns): Executive's entire right, title, and interest (present and future and throughout the world) in and to all Company Inventions; provided however that, to the extent that any one or more of the Company Inventions includes a work of authorship created by Executive (solely or jointly with others), each such work of authorship shall automatically be deemed to be created as a "work made for hire" (as that term is defined in the United States Copyright Act (17 U.S.C. Section (S) 101)) that is owned solely by the Company (as between Executive and the Company);
(ii) acknowledge and agree that, as between the Company and Executive, (i) all the Company Inventions shall be the sole and exclusive property of the Company, its successors and assigns, and (ii) the Company, its successors and assigns shall be the sole and exclusive owner of all the Company Inventions throughout the world;
(iii) waive and quitclaim to the Company any and all claims, of any nature whatsoever, that Executive has now or may hereafter have for infringement or violation of any one or more of the Company Inventions;
(iv) consent to any and all use of names, likenesses, voices, and similar aspects of all the Company Inventions or related to or associated with all the Company Inventions;
(v) authorize the Company (and its successors, assigns, nominees, representatives, and designees) to apply (in the Company's own name) for any and all patents (and similar non-U.S. rights) that may be available in (or result from) all the Company Inventions, and to claim any and all rights of priority without further authorization from Executive so that such patents issue in the name of the Company (or its successors or assigns);
(vi) represent, warrant, and covenant that Executive shall never assert any Moral Right in any one or more of the Company Inventions;
(vii) forever waive all Moral Rights in the Company Inventions;
(viii) represent, warrant, and covenant that Executive shall disclose and deliver, fully and in writing, to the Company, each and every Company Invention promptly after such Company Invention is created, invented, developed, prepared, conceived, reduced to practice, made, suggested, discovered, received, or learned by Executive; and
(ix) represent, warrant, and covenant that Executive shall (at the request of the Com...
Executive’s Covenant. The Executive has entered into a Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure Agreement with the Company dated on or before the Executive’s commencement of employment with the Company (the “Restrictive Covenant Agreement”), which is incorporated herein by reference and survives the termination or expiration of this Agreement. In consideration of the benefits received under this Agreement, the Executive hereby reconfirms his or her obligations under the Restrictive Covenant Agreement in all respects. Notwithstanding the foregoing, nothing in this Agreement or the Restrictive Covenant Agreement shall be construed to affect the Executive’s right to participate in any proceeding before a federal or state administrative agency, including, without limitation, by cooperating with any such agency’s request for information or by making any good faith report to a governmental agency or entity concerning any act or omission that the Executive believes constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation.
Executive’s Covenant. The executive represents and warrants to the Corporation that he is free to enter this Agreement and that he is not subject to any obligation or restriction (statutory, contractual, or at common law) which would prevent or interfere with the performance of all of his obligations hereunder.
Executive’s Covenant. The Executive has entered into a Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure Agreement with the Company dated as of (the “Non-Compete Agreement”), which is incorporated herein by reference and survives the termination or expiration of this Agreement. In consideration of the benefits received under this Agreement, the Executive hereby reconfirms his obligations under the Non-Compete Agreement in all respects.
Executive’s Covenant. The Executive has entered into a Confidential Information, Inventions Assignment and Non-Solicitation Agreement with the Company dated on or before the Executive’s commencement of employment with the Company (the “Non-Solicit Agreement”), which is incorporated herein by reference and survives the termination or expiration of this Agreement. In consideration of the benefits received under this Agreement, the Executive hereby reconfirms his obligations under the Non-Solicit Agreement in all respects. Notwithstanding the foregoing, nothing in this Agreement shall be construed to affect the Executive’s right to initiate or participate in any proceeding before a federal, state or local administrative agency or commission (a “Government Agency”), including, without limitation, by cooperating with any such Government Agency’s request for information, including by providing documents or other information without notice to the Company, or by making any good faith report to a Government Agency concerning any act or omission that the Executive believes constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation.
Executive’s Covenant. The Executive represents and warrants to the Company that the Executive is free to be employed by the Company as contemplated herein and that the Executive is not subject to any obligation or restriction (statutory, contractual, or at common law) which would prevent or interfere with the performance of all of the Executive’s obligations hereunder.
Executive’s Covenant. The Executive has entered into a Proprietary Information and Invention Assignment Agreement with the Company dated on or before the Executive’s commencement of employment with the Company (the “Restrictive Covenant Agreement”), which is incorporated herein by reference and survives the termination or expiration of this Agreement. In consideration of the benefits received under this Agreement, the Executive hereby reconfirms his or her obligations under the Restrictive Covenant Agreement in all respects, and understands that violation of the Executive’s obligations under the Restrictive Covenant Agreement will result in forfeiture of severance benefits under this Agreement. The Executive understands that nothing contained in this Agreement or any other agreement limits the Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information to a governmental agency, without notice to the Company. The Executive also understands that nothing in this Agreement or any other agreement limits the Executive’s ability to share compensation information concerning the Executive or others, except that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains because the Executive’s job responsibilities require or allow access to such information. The Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Executive’s Covenant. The Executive covenants and agrees to use his best efforts to cooperate with the Company and companies affiliated with the Company in the preparation of audited consolidated financial statements of Parent for the two year period ended December 31, 2006, or any subsequent period thereafter, as such may be required pursuant to Regulation S-K under the Securities Exchange Act of 1934.
