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 May 31, 2001. MTI TECHNOLOGY CORPORATION By: -------------------------- Title: Chief Executive Officer Executive: Venkx Xxxxxxxxxxxx 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 his rights in an invention to his or his employer shall not apply to an invention that the employee developed entirely on his or his own time without using the employer's equipment, supplies, facilities, or trade secret information, except for those inventions that either:
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 Agreement, the Merger Agreement ---------------- and the Confidentiality Agreement supersede all prior discussions and agreements between Adairsville and United with respect to the Merger and the other matters contained herein and therein, and this Agreement, the Merger Agreement and the Confidentiality Agreement contain the sole and entire agreement between Adairsville and United with respect to the transactions contemplated herein and therein.
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 Agreemxxx xxxxxxxxes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.
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. 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.
Xntire Agreement. The Plan and Stock Option Agreement are incorporated herein by reference. This Agreement, the Plan, the Stock Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. Submitted by: Accepted by: OPTIONEE: KIMALINK By: ----------------------------------- -------------------------------- Its: ------------------------------ Address: ----------------------------------- ----------------------------------- ----------------------------------- EXHIBIT B INVESTMENT REPRESENTATION STATEMENT OPTIONEE : COMPANY : KIMALINK SECURITY : COMMON STOCK AMOUNT : DATE : In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following:
