PIIA. You have previously executed the Company’s Proprietary Information and Inventions Assignment Agreement, which is attached hereto as Exhibit B (“PIIA”), and you hereby reaffirm your agreements and obligations thereunder.
PIIA. “PIIA” means the Proprietary Information and Inventions Agreement (or similar type agreement) between Executive and the Company.
PIIA. Executive acknowledges and agrees that all compensation paid to Executive by the Company pursuant to this Agreement is conditioned upon Executive signing a Proprietary Information and Inventions Agreement in the form attached hereto as Exhibit A, which is incorporated herein by this reference. Executive hereby covenants to abide by the terms and conditions of the PIIA, including, but not limited to, the assignment of inventions and confidentiality provisions of the PIIA.
PIIA. Employee and the Company have executed the Company’s proprietary information and inventions agreement, a copy of which is attached to this Agreement as Exhibit B and incorporated herein by reference (the “PIIA”). The Company shall be entitled to cease all severance payments to Employee in the event of his or her breach of this Section 3.
PIIA. You have previously executed the Company’s Proprietary Information and Inventions Assignment Agreement, which is attached hereto as Exhibit B (“PIIA”), and agree that you shall continue to be bound by the terms and conditions of the PIIA. Notwithstanding any other provision in the PIIA or any other agreement between you and the Company, Company Confidential Information shall not include any information that (i) is or becomes generally used in the industry or publicly available through lawful means and absent any wrongful conduct by you or others; (ii) any information that was known by you or lawfully in your possession prior to your employment with the Company; and (iii) is independently developed or lawfully disclosed to you by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect to such information.
PIIA. Each of the Key Employees shall have executed and delivered Syneron’s Confidentiality, Proprietary Rights and Inventions Assignment Agreement, in substantially the form attached as Exhibit E hereto (the “PIIA”), and the PIIA shall be in full force and effect.
PIIA. The Company agrees that it shall, and shall cause its Subsidiaries to, cooperate in good faith with Parent and Merger Subsidiary regarding the employees of the Company and its Subsidiaries and matters related to proprietary information and inventions assignment agreements (“PIIA”), including by (i) requiring new employees, consultants and contractors hired or retained by the Company and its Subsidiaries to execute PIIAs on a form reasonably acceptable to Parent, (ii) identifying all current employees, consultants and contractors of the Company and its Subsidiaries subject to an existing PIIA and providing Parent with executed copies of the same and (iii) otherwise developing a plan with Parent to require all current employees, consultants and contractors of the Company and its Subsidiaries to execute, before or after the Effective Time as the Company and Parent may reasonably agree, PIIAs in a form reasonably acceptable to Parent.
PIIA. You acknowledge and agree that the Proprietary Information and Inventions Agreement between you and the Company dated August 30, 2019 (the “PIIA”) shall remain in full force and in effect in accordance its terms, and your obligations and duties thereunder are not in any way superseded by this Letter Agreement; provided, that the non-solicitation and non-competition covenants set forth in Section 1 of Exhibit E thereto shall continue to apply until the earlier of a Change of Control or December 31, 2023.
PIIA. This Agreement is entered into simultaneously with but separately from the execution and delivery of the Proprietary Information and Inventions Assignment Agreement, attached hereto as Exhibit D (the “PIIA”). Nothing contained herein shall govern, control, limit, restrict, or modify the rights and obligations of the parties under the PIIA, the Merger Agreement, or any other agreements to which the Executive the Company is a party, and a breach of any other agreement shall not affect the rights and obligations of the parties under this Agreement.
PIIA. Wolf shall, at all times in the future, remain bound by the PIIA he signed in connection with his employment with CSC.
