Xntire Agreement. The terms of this Agreement are the final expression of my agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement shall constitute the complete and exclusive statement of its terms and no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding involving this Agreement. No modification or amendment of this Agreement shall be binding unless executed in writing by me and a duly authorized officer of the Company. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY NOTED ON SCHEDULE "B" TO THIS AGREEMENT ANY PROPRIETARY INFORMATION, IDEAS, PROCESSES, CREATIONS, TECHNOLOGY, INVENTIONS, PATENTS, COPYRIGHTS, OR TRADEMARKS, WRITINGS, PROGRAMS, DESIGNS, FORMULAS, DISCOVERIES, OR IMPROVEMENTS, RIGHTS, OR CLAIMS RELATING TO THE FOREGOING, THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT. This Agreement is made and entered into as of _____, 2001. MTI TECHNOLOGY CORPORATION By: --------------------------------- Title: ------------------------------ Executive: Kennxxx Xxxxxxx Signature: -------------------------- SCHEDULE A California Labor Code Section 2870(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information, except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer. Schedule A SCHEDULE B
1. Proprietary Information. Except as set forth below, I acknowledge that at this time I know nothing about the business or Proprietary Information of the Company, other than information I have learned from the Company in the course of being hired: --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- ---------------------------------------------------------------------------
Xntire Agreement. This Agreement, together with the documents expressly referred to herein, constitutes the entire agreement among the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings among the parties with respect to such subject matter.
Xntire Agreement. This Plan constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof.
Xntire Agreement. This First Amendment sets forth the entire agreement with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. In the case of any inconsistency between the provisions of this First Amendment and the Lease, the provisions of this First Amendment shall control to the extent necessary to resolve any inconsistency.
Xntire Agreement. As to the subject matter hereof: (i) this Agreement and the terms and conditions of the Specialtysemi Agreement set forth the entire agreement between Conexant and Alpha; (ii) no promise, inducement, understanding, or agreement not expressly contained herein has been made; and (iii) this Agreement merges and supersedes any and all previous agreements, understandings, and negotiations between the Parties. Except as otherwise set forth in this Agreement, the terms and conditions of the Specialtysemi Agreement are incorporated herein by reference with the understanding that as between Conexant and Alpha and where applicable, the term "Company" shall mean Conexant, the term "Conexant" shall mean Alpha, and the term "Parties" shall refer to Conexant and Alpha. Conexant shall not, without Alpha's prior written consent, enter into any amendments or modifications of the Specialtysemi Agreement that would have a material adverse effect on Alpha's rights or obligations under this Agreement. The terms and conditions of this Agreement supersede any terms or conditions in any purchase order, form acknowledgement or other instrument issued by either Party in connection with this Agreement that add to or differ from this Agreement and such additional or differing terms and conditions shall have no force or effect.
Xntire Agreement. This Agreement xxxxxxxxxxx the entire agreement among the partners hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings between them or any of them with respect to such subject matter.
Xntire Agreement. This Guaraxxx xxxxxxxxxx, with respect to the subject matter hereof, all prior and contemporaneous agreements, understandings, inducements or conditions between the respective parties, whether express or implied, oral or written. No amendment or waiver of any provision of this Guaranty, nor consent to any departure by Guarantor from the terms hereof shall in any event be effective unless the same shall be in a written consent signed by Trustee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Xntire Agreement. This Agreement contains the entire agreement between the Company and the Holder, in respect of the subject matter hereof, and supersedes all prior agreements, written or oral, with respect thereto.
Xntire Agreement. This Agxxxxxxx xxxxxxns the entire agreement between Member and Purchasers and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise, of any kind whatsoever. This Agreement may be amended only by a writing signed by all parties.
Xntire Agreement. All exhibixx xxx xxxxxxxes referred to in this Agreement are integral parts hereof, and this Agreement, together with such exhibits and schedules, constitute the entire agreement among the parties hereto with respect to the matters contained herein and therein, and supersede all prior agreements and understandings between the parties with respect thereto.
