Representations and Warranties; Obligations to Other Persons. Employee represents and warrants the following to Employer, each of which is a material inducement to Employer’s willingness to enter into this Agreement: (i) Employee is not a party to or bound by any employment agreement, restrictive covenant, non-compete restriction, non-solicitation restriction, and/or confidentiality or non-disclosure agreement with any other person, business or entity, or any agreement or contract requiring Employee to assign inventions to another party, and Employee has conducted a thorough review of any and all agreements Employee may have entered into with any current or former employer or any other relevant party to ensure that this representation and warranty is correct; (ii) Employee further represents and warrants that no agreement prohibits, restricts, limits or otherwise affects Employee’s employment with Employer or ability to perform any of Employee’s duties or responsibilities for Employer as contemplated herein; (iii) Employee has not made any material misrepresentation or omission in the course of Employee’s communications with Employer regarding any agreements or other obligations to any current or former employer; and (iv) Employee has not, directly or indirectly, removed, downloaded, or copied any confidential or proprietary information or records of any current or former employer without the express written consent of an authorized representative of such entity, and will not use or possess, as of the date Employee begins employment and during Employee’s employment with Employer, any confidential or proprietary information or records of any current or former employer, whether in hard copy or electronic form, including, but not limited to, documents, files, disks, or other materials, all of which Employee is prohibited from using in connection with Employee’s employment with Employer. II.3.
