Common use of Obligations of Employee Clause in Contracts

Obligations of Employee. a. Employee agrees to return, upon termination, all property of Company in Employee’s possession, including but not limited to, keys to any Company building or office, pager, cell phone, computer equipment, books, manuals, office equipment and office supplies. b. Employee shall not divulge, furnish or make accessible to anyone, without Company’s prior written consent, any knowledge or information with respect to any confidential or secret aspect of Amedisys’ business or the business of any Amedisys affiliate or subsidiary, which, if disclosed, may reasonably be expected to have a material adverse effect on Company’s business (“Confidential Information”). Employee recognizes that all Confidential Information and copies or reproductions thereof, relating to Company’s operations and activities, or the operations and activities of any Company affiliate, made or received by Employee in the course of his/his employment are the exclusive property of Company and/or its affiliates, as the case may be. All of such Confidential Information, which if misappropriated or used by Employee to the detriment of Company, could cause irreparable and continuing injury to Company’s business for which these may not be an adequate remedy at law. Employee acknowledges that compliance with the provisions of this Section is necessary to protect the goodwill and other proprietary interests of Company and its affiliates and is a material condition of this Agreement. c. Employee agrees not to disclose, either directly or indirectly, any information regarding the existence or substance of this Agreement to any person or party, except to an attorney or accountant retained by Employee, or under direction of subpoena or court order. d. In consideration of the Severance Compensation obligation of Amedisys herein, Employee covenants and agrees that, for a period of twenty-four (24) months from the Effective Date of this Addendum, he will continue to abide by the Restrictive Covenants contained in Section 8 of Executive’s Employment Agreement, which are expressly incorporated herewith and made a part of this Addendum. e. Employee shall not speak negatively regarding Company or any affiliate thereof, or otherwise cause destruction to the good will or going concern of Company’s business, or the business of any Company affiliate. f. Employee agrees to forever hold Company and/or any Company affiliate and/or subsidiary harmless for, from, and against any claim(s), liability(s), damage(s), or cause(s) of action Employee may have against such entities, arising out of Employee’s employment with and separation of employment from Company and/or any Company affiliate, including but not limited to, any action for wrongful termination, any action for breach of contract, any action under the Fair Labor Standards Act (FLSA), Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWPBA), the Worker Adjustment and Retraining Notification Act (WARN), or any action under any other federal or state law pertaining to any form of discrimination.

Obligations of Employee. a. (a) Employee agrees that the terms and conditions of this Supplement and the events (including negotiations) leading up to returnits execution shall remain confidential as between the parties and he shall not disclose them to any other person. Without limiting the generality of the foregoing, upon terminationEmployee will not respond to or in any way participate in or contribute to any public discussion, all property of Company notice or other publicity concerning, or in Employee’s possession, including but not limited any way relating to, keys execution of this Supplement or the events (including any negotiations) which led to any Company building or office, pager, cell phone, computer equipment, books, manuals, office equipment and office supplies. b. its execution. Employee further agrees that he shall not divulgemake, furnish directly or make accessible to anyoneindirectly, without Company’s prior written consentwhether in writing, orally or electronically, any knowledge negative, derogatory or information with respect to any confidential or secret aspect of Amedisys’ business or the business of any Amedisys affiliate or subsidiary, which, if disclosed, may other comment that could reasonably be expected to have a material adverse effect on Company’s be detrimental to the Halliburton Entities, their business or operations or any of their current or former employees, officers or directors. The foregoing notwithstanding, Employee may disclose the terms of this Supplement to his immediate family, attorneys and financial advisors provided he informs them of this confidentiality provision and they agree to abide by it. (“Confidential Information”)b) Employee agrees to an orderly transition of duties and will provide appropriate details to Employer concerning all of his current business activities and duties. Employee recognizes that all Confidential Information agrees this transition period will end on the Termination Date. (c) Employee reaffirms and copies or reproductions thereofacknowledges his existing and continuing obligations under the Employment Agreement, including, without limitation, the obligations set forth in Article 4 thereof relating to Company’s operations ownership and activitiesprotection of intellectual property and confidential information. Except as may be required by law, Employee also agrees to maintain in confidence any proprietary and confidential information of customers, vendors, or other third parties received or of which he has knowledge as a result of his employment. The prohibitions of this subsection shall not apply, however, to information in the operations and activities public domain (but only if the same becomes part of the public domain through means other than a disclosure prohibited hereunder or under the Employment Agreement). (d) Employee agrees to leave in his office or deliver to Employer on or before the Termination Date all correspondence, memoranda, notes, records, data or information, analyses, drawings, photographs or other documents (including, without limitation, any Company affiliatecomputer-generated, made computer-stored or electronically-stored materials) made, composed or received by Employee Employee, solely or jointly with others, and which as of the Termination Date are in the course of his/his employment possession, custody or control and which are the exclusive property of Company and/or its affiliates, as the case may be. All of such Confidential Information, which if misappropriated or used by Employee related in any manner to the detriment of Companypast, could cause irreparable and continuing injury to Company’s business for which these may not be an adequate remedy at law. Employee acknowledges that compliance with the provisions of this Section is necessary to protect the goodwill and other proprietary interests of Company and its affiliates and is a material condition of this Agreement. c. Employee agrees not to disclose, either directly present or indirectly, any information regarding the existence or substance of this Agreement to any person or party, except to an attorney or accountant retained by Employee, or under direction of subpoena or court order. d. In consideration of the Severance Compensation obligation of Amedisys herein, Employee covenants and agrees that, for a period of twenty-four (24) months from the Effective Date of this Addendum, he will continue to abide by the Restrictive Covenants contained in Section 8 of Executive’s Employment Agreement, which are expressly incorporated herewith and made a part of this Addendum. e. Employee shall not speak negatively regarding Company or any affiliate thereof, or otherwise cause destruction to the good will or going concern of Company’s business, or the anticipated business of any of the Halliburton Entities (collectively, the “Company affiliateInformation”) without retaining any copies thereof. It is the intent of the parties that the foregoing covenant is applicable to all Company Information and all copies thereof, whether in writing or in electronic format, wherever located, including Company Information located on or in Employee’s personally-owned property. Employee hereby grants and conveys to Employer all right, title and interest in and to, including, without limitation, the right to possess, print, copy and sell or otherwise dispose of, all Company Information, and copies, abstracts or summaries thereof, which may have been prepared by Employee or under his direction or which may have come into his possession in any way during the term of his employment with any of the Halliburton Entities and which relate in any manner to the past, present or anticipated business of any of the Halliburton Entities. f. (e) Employee agrees to forever hold Company and/or represents and acknowledges that he has no claim or right, title or interest in the property or assets of any Company affiliate and/or subsidiary harmless forof the Halliburton Entities. On or before the Termination Date, fromEmployee shall deliver any such property in his possession or control, and against any claim(s)including, liability(s), damage(s), or cause(s) of action Employee may have against such entities, arising out of Employee’s employment with and separation of employment from Company and/or any Company affiliate, including but not limited towithout limitation, any action for wrongful terminationcomputers, cellular telephones, any action for breach of contractwireless devices such as a “BlackBerry,” credit cards, telephone cards, office keys and security badges furnished by any action under the Fair Labor Standards Act (FLSA), Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWPBA), the Worker Adjustment and Retraining Notification Act (WARN), or any action under any other federal or state law pertaining to any form of discriminationHalliburton Entities for his use.

Obligations of Employee. a. (a) Employee agrees that the events (including negotiations) leading up to returnthe execution of this Supplement shall remain confidential as between the parties and he shall not disclose them to any other person. The parties acknowledge that Employer will be required to provide a copy of this Supplement with a filing of an SEC Form 8-K. Without limiting the generality of the foregoing, upon terminationEmployee will not respond to or in any way participate in or contribute to any public discussion, all property of Company notice or other publicity concerning, or in Employee’s possession, including but not limited any way relating to, keys execution of this Supplement or the events (including any negotiations) which led to any Company building or office, pager, cell phone, computer equipment, books, manuals, office equipment and office supplies. b. its execution. Employee further agrees that he shall not divulgemake, furnish directly or make accessible to anyoneindirectly, without Company’s prior written consentwhether in writing, orally or electronically, any knowledge negative, derogatory or information with respect to any confidential or secret aspect of Amedisys’ business or the business of any Amedisys affiliate or subsidiary, which, if disclosed, may other comment that could reasonably be expected to have a material adverse effect on Company’s be detrimental to the Halliburton Entities, their business or operations or any of their current or former employees, officers or directors. (“Confidential Information”)b) Employee agrees to an orderly transition of duties and will provide appropriate details to Employer concerning all of his current business activities and duties. Employee recognizes that all Confidential Information agrees this transition period will end on the Termination Date. (c) Employee reaffirms and copies or reproductions thereofacknowledges his existing and continuing obligations under the Employment Agreement, including, without limitation, the obligations set forth in Article 4 thereof relating to Company’s operations ownership and activitiesprotection of intellectual property and confidential information. Except as may be required by law, Employee also agrees to maintain in confidence any proprietary and confidential information of customers, vendors, or other third parties received or of which he has knowledge as a result of his employment. The prohibitions of this subsection shall not apply, however, to information in the operations and activities public domain (but only if the same becomes part of the public domain through means other than a disclosure prohibited hereunder or under the Employment Agreement). (d) Employee agrees to leave in his office or deliver to Employer on or before the Termination Date all correspondence, memoranda, notes, records, data or information, analyses, drawings, photographs or other documents (including, without limitation, any Company affiliatecomputer-generated, made computer-stored or electronically-stored materials) made, composed or received by Employee Employee, solely or jointly with others, and which as of the Termination Date are in the course of his/his employment possession, custody or control and which are the exclusive property of Company and/or its affiliates, as the case may be. All of such Confidential Information, which if misappropriated or used by Employee related in any manner to the detriment of Companypast, could cause irreparable and continuing injury to Company’s business for which these may not be an adequate remedy at law. Employee acknowledges that compliance with the provisions of this Section is necessary to protect the goodwill and other proprietary interests of Company and its affiliates and is a material condition of this Agreement. c. Employee agrees not to disclose, either directly present or indirectly, any information regarding the existence or substance of this Agreement to any person or party, except to an attorney or accountant retained by Employee, or under direction of subpoena or court order. d. In consideration of the Severance Compensation obligation of Amedisys herein, Employee covenants and agrees that, for a period of twenty-four (24) months from the Effective Date of this Addendum, he will continue to abide by the Restrictive Covenants contained in Section 8 of Executive’s Employment Agreement, which are expressly incorporated herewith and made a part of this Addendum. e. Employee shall not speak negatively regarding Company or any affiliate thereof, or otherwise cause destruction to the good will or going concern of Company’s business, or the anticipated business of any of the Halliburton Entities (collectively, the “Company affiliateInformation”) without retaining any copies thereof. It is the intent of the parties that the foregoing covenant is applicable to all Company Information and all copies thereof, whether in writing or in electronic format, wherever located, including Company Information located on or in Employee’s personally-owned property. Employee hereby grants and conveys to Employer all right, title and interest in and to, including, without limitation, the right to possess, print, copy and sell or otherwise dispose of, all Company Information, and copies, abstracts or summaries thereof, which may have been prepared by Employee or under his direction or which may have come into his possession in any way during the term of his employment with any of the Halliburton Entities and which relate in any manner to the past, present or anticipated business of any of the Halliburton Entities. f. (e) Employee agrees to forever hold Company and/or represents and acknowledges that he has no claim or right, title or interest in the property or assets of any Company affiliate and/or subsidiary harmless forof the Halliburton Entities. On or before the Termination Date, fromEmployee shall deliver any such property in his possession or control, and against any claim(s)including, liability(s), damage(s), or cause(s) of action Employee may have against such entities, arising out of Employee’s employment with and separation of employment from Company and/or any Company affiliate, including but not limited towithout limitation, any action for wrongful terminationcomputers, cellular telephones, any action for breach of contractwireless devices such as a “BlackBerry,” credit cards, telephone cards, office keys and security badges furnished by any action under the Fair Labor Standards Act (FLSA), Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWPBA), the Worker Adjustment and Retraining Notification Act (WARN), or any action under any other federal or state law pertaining to any form of discriminationHalliburton Entities for his use.

Obligations of Employee. a. Employee agrees to return, upon termination, all property of Company in Employee’s possession, including but not limited to, keys to any Company building or office, pager, cell phone, computer equipment, books, manuals, office equipment and office supplies. b. Employee shall not divulge, furnish or make accessible to anyone, without Company’s prior written consent, any knowledge or information with respect to any confidential or secret aspect of Amedisys’ business or the business of any Amedisys affiliate or subsidiary, which, if disclosed, may reasonably be expected to have a material adverse effect on Company’s business (“Confidential Information”). Employee recognizes that all Confidential Information and copies or reproductions thereof, relating to Company’s operations and activities, or the operations and activities of any Company affiliate, made or received by Employee in the course of his/his her employment are the exclusive property of Company and/or its affiliates, as the case may be. All of such Confidential Information, which if misappropriated or used by Employee to the detriment of Company, could cause irreparable and continuing injury to Company’s business for which these there may not be an adequate remedy at law. Employee acknowledges that compliance with the provisions of this Section is necessary to protect the goodwill and other proprietary interests of Company and its affiliates and is a material condition of this Agreement. c. Employee agrees not to disclose, either directly or indirectly, any information regarding the existence or substance of this Agreement to any person or party, except to an attorney or accountant retained by Employee, or under direction of subpoena or court order. d. In consideration of the Severance Compensation obligation of Amedisys herein, Employee covenants and agrees that, for a period of twenty-four (24) months from the Effective Date of this Addendum, he she will continue to abide by the Restrictive Covenants contained in Section 8 of Executive’s Employment Agreement, which are expressly incorporated herewith and made a part of this Addendum. e. Employee shall not speak negatively regarding Company or any affiliate thereof, or otherwise cause destruction to the good will or going concern of Company’s business, or the business of any Company affiliate. f. Employee agrees to forever hold Company and/or any Company affiliate and/or subsidiary harmless for, from, and against any claim(s), liability(s), damage(s), or cause(s) of action Employee may have against such entities, arising out of Employee’s employment with and separation of employment from Company and/or any Company affiliate, including but not limited to, any action for wrongful termination, any action for breach of contract, any action under the Fair Labor Standards Act (FLSA), Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWPBA), the Worker Adjustment and Retraining Notification Act (WARN), or any action under any other federal or state law pertaining to any form of discrimination.

Obligations of Employee. a. In addition to the other obligations set forth in this Agreement, Employee agrees that: (a) In accordance with Employee's existing and continuing obligations, Employee agrees and acknowledges that the various Halliburton Entities have developed and own valuable information which is confidential, unique and specific to returnthe Halliburton Entities ("Confidential Information") and which includes, upon terminationwithout limitation, trade secrets, confidential and/or proprietary information, and all property of Company in Employee’s possessionother information and data that is not generally known to third persons who could derive economic value from its use or disclosure, including including, but not limited to, keys to any Company building or officethe Halliburton Entities' strategies, pagermethods, cell phoneproducts, computer equipmentsoftware, books, manualsrecords, office equipment data and office suppliestechnical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, and the names of and other information (such as credit and financial data) concerning their vendors, customers and business affiliates. Employee agrees that such Confidential Information constitutes valuable, special, and unique assets, which Employer or its affiliates use in their business to obtain a competitive advantage over their competitors. Employee further agrees that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to Employer and its affiliates in maintaining their competitive position. Employee shall not, at any time, use, publish, disclose, claim ownership of, communicate, divulge or send to others, access, or take, any Confidential Information of Employer or its affiliates, including Employer's vendors, consultants, joint ventures, or customers, except to the extent needed to carry out Employee's obligations hereunder, or as otherwise authorized in writing by Employer. Employee acknowledges and agrees that any unauthorized use or disclosure of such Confidential Information would cause irreparable harm to Employer. Confidential Information shall not include information in the public domain (but only if the same becomes part of the public domain through a means other than a use or disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized to the extent (i) it is required by law or by a court of competent jurisdiction or (ii) it is required in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which Employee's legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that Employee shall, subject to Section 8(b), to the extent practicable and lawful in any such event, give prior notice to Employer of Employee's intent to disclose any Confidential Information in such context so as to allow Employer or its affiliates an opportunity (which Employee will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate, and that Employee shall limit any such disclosure to that required by the foregoing circumstances. b. (b) All written and electronic materials, records, and other documents and information made by, or coming into the possession of, Employee shall not divulgeduring the term of Employee's employment that contain or disclose any Confidential Information of Employer or its affiliates, furnish or make accessible to anyone, without Company’s prior written consent, and any knowledge or information with respect to any confidential or secret aspect of Amedisys’ business or the business and all proprietary rights of any Amedisys affiliate or subsidiarykind thereto, which, if disclosed, may reasonably be expected to have a material adverse effect on Company’s business (“Confidential Information”). Employee recognizes that including without limitation all Confidential Information and copies or reproductions thereof, rights relating to Company’s operations patents, copyrights, trade secrets, and activitiestrademarks, or shall be and remain the operations sole and activities of any Company affiliate, made or received by Employee in the course of his/his employment are the exclusive property of Company and/or Employer, or its affiliates, as the case may be. All of such Confidential InformationAccordingly, which if misappropriated or used by Employee to the detriment of Company, could cause irreparable and continuing injury to Company’s business for which these may not be an adequate remedy at law. Employee acknowledges that compliance with the provisions of this Section is necessary to protect the goodwill and other proprietary interests of Company and its affiliates and is a material condition of this Agreement. c. Employee agrees not to discloseleave in Employee's office or deliver to Employer on or before the Separation Date all correspondence, either directly memoranda, notes, records, data or indirectlyinformation, analyses, or other documents (including without limitation any information regarding the existence computer-generated, computer-stored or substance of this Agreement to any person electronically-stored materials), and all copies thereof, made, composed or party, except to an attorney or accountant retained received by Employee, solely or jointly with others, and which are in Employee's possession, custody or control and which are related in any manner to the past, present or anticipated business of any of the Halliburton Entities. In this regard, Employee hereby grants and conveys to Employer all right, title and interest in and to, including without limitation, the right to possess, print, copy and sell or otherwise dispose of, any reports, records, papers, summaries, photographs, drawings, data, information or other documents in writing or in electronic format, and copies, abstracts or summaries thereof, which may have been prepared by Employee or under Employee's direction or which may have come into Employee's possession in any way during the term of subpoena Employee's employment with any of the Halliburton Entities which relate in any manner to past, present or court orderanticipated business of any of the Halliburton Entities. d. In consideration (c) Employee represents and acknowledges that Employee has no claim or right, title or interest in the property or assets of any of the Severance Compensation obligation of Amedisys hereinHalliburton Entities. On or before the Separation Date, Employee covenants will deliver any such property in Employee's possession or control, including, without limitation, any computers, USB data storage devices, memory cards, backup drives or any other data storage devices, cellular telephones, iPhone, Blackberry, credit cards, telephone cards, office keys and agrees thatsecurity badges furnished by any of the Halliburton Entities for Employee's use, for a period of twenty-four (24) months from the Effective Date of this Addendum, he will continue to abide unless otherwise expressly authorized in writing by the Restrictive Covenants contained in Section 8 of Executive’s Employment Agreement, which are expressly incorporated herewith and made a part of this AddendumEmployer. e. (d) Employee shall represents that Employee has not speak negatively regarding Company or emailed to any affiliate thereofpotential employer, competing business, third party, or otherwise cause destruction to the good Employee's personal email address any Confidential Information from any Halliburton Entity's database. Employee also agrees that Employee has not uploaded or caused to be uploaded to any online electronic data storage site (e.g., "cloud" storage sites) any Confidential Information. (e) Employee agrees to an orderly transition of duties and will or going concern provide appropriate details to Employer concerning all of Company’s business, or Employee's current business activities and duties. (f) Employee agrees that Employee will not make any public statement that would adversely affect the business of Employer or any Company affiliateother Halliburton Entity in any manner, at any time, even beyond the date after which Employee will receive no further compensation or benefits pursuant to this Agreement. Employee agrees that Employee will not disparage, criticize, or speak negatively about Employer or any other Halliburton Entity or their decisions or actions, about Employer's or any other Halliburton Entity's products, services, or operations, about any of Employer's or any other Halliburton Entity's past, present, or future directors, officers, or employees or any of their actions or decisions, or about Employer's or any other Halliburton Entity's customers. f. (g) Employee agrees to forever hold Company continue Employee's cooperation and assistance with respect to any existing and/or any Company affiliate and/or subsidiary harmless fornew litigation and other disputes, fromas well as internal and governmental investigations, if any, which relate to Employee's activities with Employer. This cooperation and against any claim(s)assistance may include, liability(s), damage(s), or cause(s) of action Employee may have against such entities, arising out of Employee’s employment with and separation of employment from Company and/or any Company affiliate, including but is not limited to, any action for wrongful terminationmeeting with Employer's counsel, any action for breach of contractreviewing documents, any action under the Fair Labor Standards Act (FLSA), Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWPBA), the Worker Adjustment and Retraining Notification Act (WARN), or any action under any other federal or state law pertaining to any form of discriminationproviding testimony.

Obligations of Employee. a. Employee agrees to return, upon termination, all property of Company in Employee’s possession, including but not limited to, keys to any Company building or office, pager, cell phone, computer equipment, books, manuals, office equipment and office supplies. b. Employee shall not divulge, furnish or make accessible to anyone, without Company’s prior written consent, any knowledge or information with respect to any confidential or secret aspect of Amedisys’ business or the business of any Amedisys affiliate or subsidiary, which, if disclosed, may reasonably be expected to have a material adverse effect on Company’s business (“Confidential Information”). Employee recognizes that all Confidential Information and copies or reproductions thereof, relating to Company’s operations and activities, or the operations and activities of any Company affiliate, made or received by Employee in the course of his/his her employment are the exclusive property of Company and/or its affiliates, as the case may be. All of such Confidential Information, which if misappropriated or used by Employee to the detriment of Company, could cause irreparable and continuing injury to Company’s business for which these there may not be an adequate remedy at law. Employee acknowledges that compliance with the provisions of this Section is necessary to protect the goodwill and other proprietary interests of Company and its affiliates and is a material condition of this Agreement. c. Employee agrees not to disclose, either directly or indirectly, any information regarding the existence or substance of this Agreement to any person or party, except to an attorney or accountant retained by Employee, or under direction of subpoena or court order. d. In consideration of the Severance Compensation obligation of Amedisys herein, Employee covenants and agrees that, for a period of twenty-four (24) months from the Effective Date of this Addendum, he will continue to abide by the Restrictive Covenants contained in Section 8 of Executive’s Employment Agreement, which are expressly incorporated herewith and made a part of this Addendum. e. Employee shall not speak negatively regarding Company or any affiliate thereof, or otherwise cause destruction to the good will or going concern of Company’s business, or the business of any Company affiliate. f. Employee agrees to forever hold Company and/or any Company affiliate and/or subsidiary harmless for, from, and against any claim(s), liability(s), damage(s), or cause(s) of action Employee may have against such entities, arising out of Employee’s employment with and separation of employment from Company and/or any Company affiliate, including but not limited to, any action for wrongful termination, any action for breach of contract, any action under the Fair Labor Standards Act (FLSA), Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWPBA), the Worker Adjustment and Retraining Notification Act (WARN), or any action under any other federal or state law pertaining to any form of discrimination.