Survival of Employment Agreement Provisions. Executive and the Company acknowledge and agree that Sections 6(a), 6(d), 8, 9, 10, 11, 12, 13 and 14, together with all subsections thereof, of the Employment Agreement shall remain in full force and effect, and nothing herein terminates, amends or otherwise modifies any provision therein.
(1) Insert as applicable: “4(b)(i),” “4(b)(iii)” or “4(b)(iv).”
Survival of Employment Agreement Provisions. The Term of the Employment Agreement shall end on the Termination Date. The parties acknowledge that the following provisions of the Employment Agreement shall survive the Term of the Employment Agreement: Section 6.10 (Alternative Payment Date for Tax Compliance), all of Article 8 (Excise Taxes), all of Article 9 (Mitigation or Offset; Insurance), Section 10.3 (Enforcement), Sections 11.1 through 11.10 (Release of Claims, Entire Agreement and Modification, Successors, No Waiver, Remedies Not Exclusive, Notices, Governing Law, Counterparts, Captions and Severability) and Section 11.13 (Attorneys Fees). Sections 6.8 (Severance Payment and Benefits Following a Change in Control) and 7.1 (Change in Control) remain in effect for 120 days after the Termination Date. Section 10.1 (Confidentiality) remains in effect for five years after the Termination Date. Section 10.2 (Solicitation of Employees) remains in effect for two years after the Termination Date. All of the provisions enumerated above are referred to in this Agreement as the “Surviving Provisions.”
Survival of Employment Agreement Provisions. Sections 7, 9, 10, 13 and 14 of the Employment Agreement and Sections I.3, Sections II, III, IV, V and VI.18 of the Supplementary Terms and, in each case, all related definitions, shall survive the Termination Date and be effective for such respective periods contemplated by the Employment Agreement and the Supplementary Terms.
Survival of Employment Agreement Provisions. The provisions of Sections III(D), V, VI, VIII, IX and X of the Employment Agreement are incorporated herein by reference, shall survive after the Effective Date and expiration of the Employment Agreement and shall continue in full force and effect as though expressly set forth in this Agreement. Executive and BancTec each hereby ratify Sections III(D), V, VI, VIII, IX and X of the Employment Agreement. Notwithstanding the foregoing, if BancTec involuntarily terminates an officer or employee, then the Executive shall not be prohibited from soliciting such terminated officer or employee under Section IX of the Employment
Survival of Employment Agreement Provisions. The parties acknowledge and agree that, without limiting the provisions hereof, pursuant to Article VI, Section 5 of the Employment Agreement, Article III (Inventions, Discoveries and Improvements), and Section IV (Confidentiality of Proprietary Data) shall survive termination of the Employment Agreement.
Survival of Employment Agreement Provisions. Except as it reasonably necessary for Executive to comply with the terms of his Consultant Agreement with QualxServ, the terms of which have been made known to BancTec, solely to help QualxServ assimilate the ITSM business, to pursue new customers for QualxServ and to service customers and accounts assigned to QualxServ pursuant to the Transaction, notwithstanding Section 11 of this Agreement, the provisions of Sections VIII, IX and X of the Employment Agreement are incorporated herein by reference, shall survive after the Effective Date and expiration of the Employment Agreement and shall continue in full force and effect as though expressly set forth in this Agreement. Executive hereby ratifies Sections VIII, IX and X of the Employment Agreement. Executive further acknowledges and agrees that (a) Executive has received Protected Information (defined in the Employment Agreement); (b) that the Company is relying on Executive’s continuing agreement to comply with Sections VIII, IX and X of the Employment Agreement in entering into this Agreement; (c) Executive is receiving consideration for his agreement to continue to comply with Sections VIII, IX and X of the Employment Agreement; and (d) Section IX(A)(3) of the Employment Agreement shall be amended and/or interpreted to also prohibit the Executive from servicing any actual or known prospective customer of the Company to become a customer of any third party engaged in a Restricted Business (as defined in the Employment Agreement). In addition, Executive and BancTec agree to keep completely confidential the amount and terms of this Agreement and the circumstances giving rise to this Agreement, and will not disclose, directly or indirectly, any such information to any person or entity with the exception that the Contracting Parties may disclose information regarding this Agreement to their attorneys, spouses, and to a professional tax advisor or tax return preparer for the limited purpose of obtaining advice regarding or preparing such tax return or returns as may be necessary and BancTec may advise its corporate officers and HR management personnel. In the event that the Contracting Parties make such limited disclosure to such persons as authorized by this Agreement, the Contracting Party making such disclosure shall affirmatively instruct such persons to abide strictly by the conditions of confidentiality imposed hereunder.
Survival of Employment Agreement Provisions. You hereby acknowledge and agree that the obligations under Sections 4.9, 5, 6, 7.1 and 7.2 of the Employment Agreement shall continue and survive in accordance with its terms following the Termination Date.
Survival of Employment Agreement Provisions. Any provisions of the Employment Agreement that are intended to survive its termination are hereby incorporated herein by reference. For the sake of clarity, this includes, but is not limited to, Section 5 (Confidential Information and Inventions) and Section 6 (Non-Solicitation; Non-Disparagement).
Survival of Employment Agreement Provisions. You also acknowledge and agree that the following provisions of your January 30, 2004 Employment Agreement and the Non-Compete Agreement shall remain in full force and effect and are hereby incorporated by reference:
(1) Section 10, entitled “Exclusive Services, Non-Solicitation and Non-Disclosure of Confidential Information” (inclusive of subparts (a)-(h)); provided that the obligations described in Section 10(a), 10(c) and the first sentence of Section 10(b) shall expire and be of no further force or effect on December 31, 2006.
(2) Section 12, entitled “All Developments the Property of the Company.”
(3) Section 17, entitled “Successor in Interest.”
(4) Section 19, entitled “Arbitration of Disputes.”
(5) The Non-Compete Agreement; provided that Sections 1.2 and 1.4 of the Non-Compete Agreement shall expire and be of no further force or effect on December 31, 2006. Initialed by Xxxxx Xxxxxx: /s/ WI
Survival of Employment Agreement Provisions. The following paragraphs of the Employment Agreement shall continue to apply after the Termination Date in accordance with their terms: Paragraph 7(f) (relating to offset for subsequent employment), Paragraph 8 (relating to noncompetition, nonsolicitation and confidentiality and non-disparagement), 9 (c) (relating to arbitration) and 9 (n) (relating to governing law). It is expressly agreed by the Company, however, that Paragraph 7 (f) shall have no applicability and be of no force or effect prior to January 15, 2005 so that Executive shall be guaranteed a minimum severance of at least four (4) months Salary.
