Your Acknowledgments. You acknowledge that you: (i) have read this Agreement; (ii) have been represented in the preparation, negotiation and execution of this Agreement by legal counsel of your own choice or have voluntarily declined to seek such counsel; (iii) understand the terms and consequences of this Agreement; and (iv) are fully aware of the legal and binding effect of this Agreement.
Your Acknowledgments. By entering into this Agreement, you are agreeing: • The pay and benefits in Section 3 are more than any money or benefits that you are otherwise promised or entitled to receive under any policy, plan, handbook or practice of the Company or any prior offer letter, agreement or understanding between the Company and you. • After your employment ends, except as provided for in this Agreement (and without impacting any accrued vested benefits under any applicable tax-qualified retirement or other benefit plans of the Company]), you will no longer participate or accrue service credit of any kind in any employee benefits plan of the Company or any of its affiliates. • Your obligations under your signed [_________], 2019 Employment Agreement with the Company (“Employment Agreement”) (a copy of which is attached) and the Employee Non-Disclosure, Inventions Assignment and Restrictive Covenant Agreement (“NDIA”) executed between you and the Company on [________], 2019 (also attached), shall remain in full force and effect and you acknowledge and re-affirm those obligations. • As long as the Company satisfies its obligation under the Agreement, it will not owe you anything except for the items set forth in Section 2, which you will receive regardless of whether you Execute this Agreement. • During your employment with the Company, you did not violate any federal, state, or local law, statute, or regulation while acting within the scope of your employment with the Company (collectively, “Violations”). • You are not aware of any Violation(s) committed by a Company employee, vendor, or customer acting within the scope of his/her/its employment or business with the Company that have not been previously reported to the Company; or (ii) to the extent you are aware of any such unreported Violation(s), you will, prior to your execution of this Agreement, immediately report such Violation(s) to the Company.
Your Acknowledgments. You acknowledge and agree that:
6.3.1 As between you and us, we are the owner of all right, title, and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and we have the right to use, and license others to use, the Proprietary Marks.
6.3.2 The Proprietary Marks are valid and serve to identify the System and those who are franchised under the System.
6.3.3 During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate’s interest therein, or our right to use and to license others to use the Proprietary Marks.
6.3.4 Your use of the Proprietary Marks pursuant to this Agreement does not give you any ownership interest or other interest in or to the Proprietary Marks other than the limited license granted by this Agreement.
6.3.5 Any and all goodwill arising from your use of the Proprietary Marks shall inure solely and exclusively to the benefit of us or our affiliate, and upon expiration or termination of this Agreement and the license herein granted no monetary amount shall be assigned as attributable to any goodwill associated with your use.
6.3.6 The right and license of the Proprietary Marks granted under this Agreement to you is non-exclusive, and we and our affiliates have and retain the rights described in Section 1.3 of this Agreement.
6.3.7 We reserve the right to change, revise, or substitute different proprietary marks for use in identifying the System and the Franchised Business, if the Proprietary Marks no longer can be used or if we, in our sole discretion, determine that substitution of different proprietary marks will be beneficial to the System. In such circumstances, the use of the substituted proprietary marks shall be governed by the terms of this Agreement, and we shall not compensate you for such substitution. If our currently licensed Proprietary Marks can no longer be used, you shall implement promptly any such substitution at your expense.
6.3.8 We shall have the right, at all reasonable times, to inspect the products and services on which the Proprietary Marks shall be used as we consider necessary to carry out the purposes of inspection as part of appropriate quality control. Upon request, you shall submit to us all packages, labels, advertising, advertising brochures and other materials bearing the ...
Your Acknowledgments. You acknowledge that you have read this Agreement and our Franchise Disclosure Document and accept the terms, conditions and covenants contained in this Agreement as being reasonably necessary to maintain our high standards of quality and service and the uniformity of those standards at each Noodles & Company Restaurant and thereby to protect and preserve the goodwill of the Marks. You acknowledge that you have conducted an independent investigation of the business venture contemplated by this Agreement and recognize that, like any other business, the nature of the business conducted by a Noodles & Company Restaurant may evolve and change over time; that an investment in a Noodles & Company Restaurant involves business risks; and that your business abilities and efforts are vital to the success of the venture. You understand that the Restaurant industry is highly competitive, that market conditions evolve and change over time, and that an investment in a Noodles & Company franchise involves business risks. You acknowledge that, in all of their dealings with you, our officers, directors, employees and agents act only in a representative, and not in an individual, capacity. All business dealings between you and such persons as a result of this Agreement are solely between you and us. You further acknowledge that we have advised you to have this agreement reviewed and explained to you by an attorney and that you have reviewed this Agreement with your attorney or that you waive your right to do so.
Your Acknowledgments. You agree and understand that:
Your Acknowledgments. By entering into this Agreement, you are agreeing: • The pay and benefits in Section 3 are more than any money or benefits that you are otherwise promised or entitled to receive under any policy, plan, handbook or practice of the Company or any prior offer letter, agreement or understanding between the Company and you. • After your employment ends, except as provided for in this Agreement (and without impacting any accrued vested benefits under any applicable tax-qualified retirement or other benefit plans of the Company), you will no longer participate or accrue service credit of any kind in any employee benefits plan of the Company or any of its affiliates. • Your obligations under your signed Letter of Employment Offer and Terms with the Company (“Offer Letter”) (a copy of which is attached) and the Employee Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement (“NDA”) executed between you and the Company (also attached), shall remain in full force and effect and you acknowledge and re-affirm those obligations. • As long as the Company satisfies its obligation under the Agreement, it will not owe you anything except for the items set forth in Section 2, which you will receive regardless of whether you Execute this Agreement.
Your Acknowledgments. By entering into this Agreement, you are agreeing: • The pay and benefits in Section 3 are more than any money or benefits that you are otherwise promised or entitled to receive under any policy, plan, handbook or practice of the Company or any prior offer letter, agreement or understanding between the Company and you, other than the Employment Agreement between the Company and you, dated [ ], 2019 (the “Employment Agreement”). • After your employment ends, except as provided for in this Agreement (and without impacting any accrued vested benefits under any applicable tax-qualified retirement or other benefit plans of the Company), you will no longer participate or accrue service credit of any kind in any employee benefits plan of the Company or any of its affiliates. • Your obligations under your Employment Agreement and the Employee Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement (“NDA”) executed between you and the Company (also attached), shall remain in full force and effect and you acknowledge and re-affirm those obligations. • As long as the Company satisfies its obligation under this Agreement, it will not owe you anything except for the items set forth in Section 2, which you will receive regardless of whether you Execute this Agreement.
Your Acknowledgments. You as buyer acknowledge as follows:
Your Acknowledgments. You acknowledge and agree that We are not rendering legal, tax, accounting, or investment advice in connection with the Services and are not acting as an investment advisor, broker-dealer, insurance agent or intermediary, or a financial or benefit planner, nor will We be deemed a fiduciary of You or an employer or joint employer of Your employees. You acknowledge and agree that: (a) any agreement between You and Us may be considered an application for credit; (b) You authorize Us to investigate Your credit including vendor references, bank account status and history; and
Your Acknowledgments. By entering into this Agreement, you are agreeing:
a. The pay and benefits in Section 1 are more than any money or benefits that you are otherwise promised or entitled to receive under any policy, plan, handbook or practice of the Company or any prior offer letter, agreement or understanding between the Company and you.
b. After your employment ends, except as provided for in this Agreement (and without impacting any accrued vested benefits under any applicable tax-qualified retirement or other benefit plans of the Company), you will no longer participate or accrue service credit of any kind in any employee benefits plan of the Company or any of its affiliates. Your Continuous Service with the Company or any of its affiliates shall cease after the Termination Date.
c. Your obligations under the Employee Non-Disclosure and Invention Assignment Agreement with Dermavant, executed by you on February 11, 2018 (“NDA”) attached hereto as Exhibit D, including without limitation your obligations under Sections 2, 3 and 4 with respect to confidentiality, intellectual property and non-solicitation, shall remain in full force and effect and you acknowledge and re-affirm those obligations.
d. As long as the Company satisfies its obligation under the Agreement, it will not owe you anything except for (i) the items set forth in Section 2, which you will receive regardless of whether you Execute this Agreement, and (ii), the items set forth in Section 1, which you will receive if you sign this Agreement and comply with the terms and conditions set forth in Section 1 of this Agreement.
