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 Proprietary Marks and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures and other materials which are not approved by us.
Appears in 2 contracts
Samples: Master Franchise Agreement (Grilled Cheese Truck, Inc.), Master Franchise Agreement (Soupman, Inc.)
Your Acknowledgments. By entering into this Agreement, you are agreeing: • The bonus amount in Section 2 is more than any amount 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. • With respect to the stock options granted to you (the “Option Award”) pursuant to Section 3.3(a) of your employment agreement with the Company dated July 1, 2017 (the “Employment Agreement”), (a) twenty- five percent (25%) of the Option Award vested on July 1, 2018; and (b) the remaining unvested portion of your Option Award (including but not limited to the unvested portion of your Option Award that would otherwise vest on October 1, 2018) shall be forfeited as of the Termination Date, and you shall have no further rights with respect thereto. In addition, all 66,845 restricted stock units granted to you pursuant to the Roivant Sciences Ltd. 2015 Restricted Stock Unit Plan will be forfeited as of the Termination Date. You also hereby acknowledge and agree that:
6.3.1 As that you will not be entitled to receive any Anti-Dilution Grants (as defined in the Employment Agreement) and hereby waive any and all rights you may have with respect thereto. • Your obligations under your signed Employment Agreement dated July 1, 2017, and the Employee Non-Disclosure, Inventions Assignment and Restrictive Covenant Agreement (“NDA”) between you and usthe Company, we are the owner of all right, title, shall remain in full force 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 Proprietary Marks effect and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures acknowledge and other materials which are not approved by usre-affirm those obligations.
Appears in 2 contracts
Samples: Separation Agreement and General Release (Dermavant Sciences LTD), Separation Agreement and General Release (Dermavant Sciences LTD)
Your Acknowledgments. You 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 your employment ends, irrespective of entering into the Consulting Agreement.
c. Your continuing obligations under your transfer letter, dated May 8, 2017, with respect to your transfer of employment from Roivant Sciences, Inc. to Dermavant (“Transfer Letter”) attached hereto as Exhibit C, including your obligations with respect to all confidentiality and intellectual property obligations described therein and all confidentiality and intellectual property obligations you have agreed to in Sections 2 and 3 of the Employee Non-Disclosure and Invention Assignment Agreement with Roivant Sciences, Inc. executed by you on July 12, 2016 (“NDA”) attached hereto as Exhibit D, shall remain in full force and effect and you acknowledge and agree that:
6.3.1 As re-affirm those confidentiality and intellectual property obligations. You further acknowledge that the Consulting Agreement between you and usDermavant Sciences, we are the owner Inc., dated August 15, 2016, has terminated with no further obligations by Dermavant Sciences, Inc. or any 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 Marksits affiliates thereunder.
6.3.2 The Proprietary Marks are valid and serve to identify d. As long as the System and those who are franchised Company satisfies its obligation under the System.
6.3.3 During Agreement, it will not owe you anything except for (i) 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 items set forth in Section 1.3 2, which you will receive regardless 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 whether you Execute this Agreement, and we shall not compensate (ii), the items set forth in Section 1, which you for such substitution. If our currently licensed Proprietary Marks can no longer be used, will receive if you shall implement promptly any such substitution at your expensesign this Agreement and comply with the material terms and conditions set forth in this Agreement.
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 Proprietary Marks and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures and other materials which are not approved by us.
Appears in 1 contract
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 ended effective February 8, 2019, 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. ● You acknowledge and agree that:
6.3.1 As that your Continuous Service (as defined in the Option Plan) ceased as of the Separation Date, February 8, 2019, notwithstanding anything to the contrary herein, and any unvested options under your Option Agreement ceased to vest and have been forfeited as of such date. Work executed under Exhibit D “Consulting Agreement” does not constitute continuation of service or entitle you to any claim to unvested options. ● Your obligations under your signed March 9, 2018 Employment Agreement with the Company (“Employment Agreement”) (attached as Exhibit A) and the Employee Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement (“NDA”) executed by you on March 27, 2018 (attached as Exhibit B), shall remain in full force and effect and you acknowledge and re-affirm those obligations. ● You agree to be available following your Separation Date and through March 31, 2019 to provide support with respect to the transition of your responsibilities, which shall be pursuant to a consulting agreement to be entered into between you and usthe Company in the form set forth in Exhibit D hereto (“Consulting Agreement”). ● As long as the Company satisfies its obligation under the Agreement, we are it will not owe you anything except for (i) the owner items set forth in Section 2, which you will receive regardless of all right, titlewhether you Execute this Agreement, and interest (ii) the items set forth in and to the Proprietary Marks and the goodwill associated with and symbolized by them and we have the right to useSection 3, 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 which you will receive if you sign this Agreement and after its expiration or terminationcomply with the terms and conditions set forth in this Agreement. ● During your employment with the Company, you shall did not directly or indirectly contest the validity ofviolate any federal, state, or our ownership of the Proprietary Markslocal law, nor take any other action which may tend to jeopardize our or our affiliate’s interest thereinstatute, or our right to use and to license others to use regulation while acting within the Proprietary Marks.
6.3.4 Your use scope of your employment with the Proprietary Marks pursuant to this Agreement does Company (collectively, “Violations”). ● You are not give you aware of any ownership interest Violation(s) committed by a Company employee, vendor, or other interest in customer acting within the scope of his/her/its employment or business with the Company that have not been previously reported 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 Company; or (ii) to the benefit extent you are aware of us or our affiliateany such unreported Violation(s), and upon expiration or termination of this Agreement and the license herein granted no monetary amount shall be assigned as attributable you will, prior 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 execution of this Agreement, and we shall not compensate you for immediately report such substitution. If our currently licensed Proprietary Marks can no longer be used, you shall implement promptly any such substitution at your expenseViolation(s) to the Company.
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 Proprietary Marks and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures and other materials which are not approved by us.
Appears in 1 contract
Samples: Separation Agreement and General Release (Dermavant Sciences LTD)
Your Acknowledgments. You understand and acknowledge and agree thatthe following:
6.3.1 As between you (a) The Worthy Common Stock has not been registered under the Securities Act, or under the securities act of any other jurisdiction, nor is any such registration contemplated. The Worthy Common Stock will be offered and us, we are sold under the owner exemption provided by Section 3(b)(2) of all right, title, the Securities Act and interest in and Regulation A promulgated thereunder pursuant to an offering statement on Form 1-A including the Proprietary Marks offering circular which forms a part thereof and the goodwill associated with supplements and symbolized by them and we have the right to use, and license others to usepost-qualification amendments thereto (collectively, the Proprietary Marks.
6.3.2 The Proprietary Marks are valid “Offering Circular”) filed with the U.S. Securities and serve to identify Exchange Commission (“SEC”) available at: WXX.XXX.XXX and other exemptions of similar import in 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 laws of the Proprietary Marks, nor take any states and 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 jurisdictions where 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 offering will be beneficial made. You have received and have had the opportunity to review the SystemOffering Circular provided to you. In such circumstances, Neither the use SEC nor any state securities commission has passed upon the merits of the substituted proprietary marks shall be governed by or given its approval of any securities offered or the terms of this Agreementthe offering nor passed upon the accuracy or completeness of any Offering Circular or other selling literature. Any representation to the contrary is a criminal offense. Worthy Common Stock is being offered pursuant to an exemption from registration with the SEC; however, and we shall the SEC has 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 expensemade an independent determination that the securities offered thereunder are exempt from registration.
6.3.8 We shall have the right(b) INVESTMENT IN THE WORTHY COMMON STOCK IS HIGHLY RISKY AND YOU MAY LOSE ALL YOUR INVESTMENT. THESE ARE SPECULATIVE SECURITIES. YOU SHOULD PURCHASE THESE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. BEFORE PURCHASING WORTHY COMMON STOCK YOU SHOULD REVIEW THE RISK DISCLOSURES AND OTHER TERMS OF THE SECURITIES OFFERING AVAILABLE IN THE WORTHY FORM 1-A OFFERING STATEMENT ON THE SEC’S EXXXX FILINGS DATABASE AT HXXX://XXX.XXX.XXX.
(c) YOU UNDERSTAND THAT AS WORTHY HAS A LIMITED OPERATING HISTORY, at all reasonable timesAND IS IN THE EARLY STAGES OF DEVELOPMENT, 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 controlWE FACE INCREASED RISKS, UNCERTAINTIES, EXPENSES, AND DIFFICULTIES, WHICH COULD IMPACT YOUR INVESTMENT.
(d) PLEASE SEE THE OFFERING CIRCULAR AND OUR OTHER FILINGS WITH THE SEC WHICH ARE AVAILABLE ON ITS WEBSITE AT WXX.XXX.XXX FOR CERTAIN RISK DISCLOSURES REGARDING YOUR INVESTMENT IN WORTHY COMMON STOCK.
(e) WORTHY COMMON STOCK WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE, NOR DO WE HAVE PLANS TO ESTABLISH ANY KIND OF TRADING PLATFORM TO ASSIST INVESTORS WHO WISH TO SELL THEIR WORTHY COMMON STOCK. Upon requestTHERE IS NO PUBLIC MARKET FOR THE WORTHY COMMON STOCK, you shall submit to us all packagesAND NONE IS EXPECTED TO DEVELOP. WORTHY COMMON STOCK MAY BE SUBJECT TO TRANSFER RESTRICTIONS.
(f) WORTHY COMMON STOCK WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.
(g) WORTHY COMMON STOCK IS TRANSFERRABLE FREE OF CHARGE.
(h) WE WILL ISSUE THE WORTHY COMMON STOCK ONLY IN ELECTRONIC FORM. INVESTORS WILL BE REQUIRED TO HOLD THEIR WORTHY COMMON STOCK THROUGH WORTHY’S ELECTRONIC STOCK REGISTER.
(i) WORTHY HAS INCURRED NET LOSSES IN THE PAST AND EXPECTS TO INCUR NET LOSSES IN THE FUTURE.
(j) IF THE SECURITY OF OUR INVESTORS’ CONFIDENTIAL INFORMATION STORAGE SYSTEMS IS BREACHED OR OTHERWISE SUBJECTED TO UNAUTHORIZED ACCESS, labels, advertising, advertising brochures and other materials bearing the Proprietary Marks and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures and other materials which are not approved by usYOUR SECURE INFORMATION MAY BE STOLEN.
Appears in 1 contract
Your Acknowledgments. a. You understand that the Project will deliver electricity to the Utility and not to You. The Utility will make all calculations and determinations regarding the amount of the Bill Credit to be applied to your Utility Invoice, which shall be made pursuant to the Program regulations on file with the ME PUC.
b. You understand that You have no ownership interest in the Project, or any part of the Project; nor can You claim any environmental, tax or other credits (whether renewable energy, carbon offset, or other), rebates or other subsidies or benefits available to the Project or distributed generation resources generally, other than the Bill Credits.
c. You understand that Owner or Owner’s Agent collects customer account information, such as name, contact information, government issued ID numbers, and financial and banking information, and Owner uses such information for identification purposes; establishment, maintenance and service of customer accounts; communication with customers; facilitation of payments; compliance with any government or legal reporting or disclosure requirements; and operation, maintenance and improvement of Owner’s business and the products and services Owner provides to customers. Owner may share this information with its subsidiaries, affiliated companies or other third parties that assist Owner in providing You with current and potentially future services, or with other permitted uses of personal information.
d. If You are allocated to the Program regulations, pursuant to the regulations of that Program therein, Owner is required to provide You with the Program Disclosure Form (the “Disclosure Form”) as applicable, that has either been included with this agreement or will be provided to You prior to receipt of any Bill Credits. You acknowledge and agree that:
6.3.1 As between you that You will receive, complete and us, we are execute the owner of all right, titleDisclosure Form, and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and we have the right to usethat this agreement shall not be effective, and license others You shall not be eligible to usereceive any Bill Credits, the Proprietary Marksuntil You have returned such completed and executed Disclosure Form to Owner, in addition to this executed agreement.
6.3.2 The Proprietary Marks are valid and serve to identify the System and those who are franchised under the Systeme. YOU UNDERSTAND THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PURPOSE, CONDITION, DESIGN, CAPACITY, SUITABILITY OR PERFORMANCE OF THE PROJECT OR ITS INSTALLATION, THE VALUE OF THE BILL CREDITS, OR ANY SAVINGS REALIZED BY THIS AGREEMENT.
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 Proprietary Marks and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures and other materials which are not approved by us.
Appears in 1 contract
Samples: Community Distributed Generation Bill Credit Purchase and Sale Agreement
Your Acknowledgments. By entering into this Agreement, you are agreeing: • The benefits in Section 3 and Section 4 are more than any 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. • Your post-employment obligations under your offer letter, employment agreement, and any non-disclosure, confidentiality and restrictive covenant agreements between you and the Company or any of the Releasees, as defined below, shall remain in full force and effect, and you acknowledge and re-affirm those obligations. • You understand and agree that the opportunity created in relation to the cenobomate asset while you were employed by Axovant is Xxxxxxx’s corporate opportunity and you have fiduciary and contractual obligations to Axovant with respect to such corporate opportunity, until and unless you accept and commence employment with Xxxxxxx. Therefore, you acknowledge and agree that:
6.3.1 As between you and us, we are the owner of all right, title, and interest not to accept employment with or participate in and any activity related to the Proprietary Marks cenobomate asset, other than as an employee of Arvelle, without the express written consent of Axovant. • Your outstanding stock options (the “Options”) previously granted to you under the Axovant Sciences Ltd. 2015 Equity Incentive Plan 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 applicable award agreements shall be assigned as attributable to any goodwill associated modified in accordance with your use.
6.3.6 The right and license of Section 4. • Except for the Proprietary Marks granted under this Agreement to you is non-exclusive, and we and our affiliates have and retain the rights described items set forth 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 2 of this Agreement, which you will receive regardless of whether you Execute this Agreement, the Company does not owe you anything except for what it is obligated to do by the terms this Agreement. • You have no legal entitlement to reemployment with the Company and we shall not compensate its affiliates, and you waive and release any right to be considered for such substitution. If our currently licensed Proprietary Marks can no longer be usedemployment or reemployment with the Company and its affiliates, and/or the Company and its affiliates from any liability for any failure or refusal to hire you or engage you to perform services • During your employment with the Company, you shall implement promptly did not violate any federal, state, or local law, statute, or regulation while acting within the scope of your employment with the Company, nor did you violate any material provision of a Company policy (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 to the extent you are aware of 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 requestunreported Violation(s), you shall submit will, prior to us all packagesyour execution of this Agreement, labels, advertising, advertising brochures and other materials bearing immediately report such Violation(s) to the Proprietary Marks and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures and other materials which are not approved by usCompany.
Appears in 1 contract
Samples: Agreement and General Release (Axovant Gene Therapies Ltd.)
Your Acknowledgments. 4.1 You acknowledge and agree that:
6.3.1 As between (a) we can only provide you with the Services on the basis of the information that you provide to us. You should therefore provide us with full, up to date, complete and accurate Information in a clear and timely manner;
(b) where you have not provided us with full, up to date, accurate, or relevant information about your personal and financial objectives, situation and needs, then the advice you receive may not be appropriate for you and usin those circumstances you should carefully consider our advice before making a decision about whether or not to proceed;
(c) we may only deal in financial products on your behalf with your approval, and may only take instructions from you;
(d) if you consist of more than 1 person, we may accept instructions both jointly and severally from you;
(e) we will only be able to update advice provided to you if you update us on any changes to your personal situation;
(f) it is important that you read any documents we provide to you and notify us promptly of the decision taken on any recommendation or if any recommendation made, advice or information given by us is unclear.
5.1 Our and the Adviser’s duties
(a) We and the Adviser have obligations under the Corporations Act in relation to the Services provided to you. These obligations include but are not limited to a duty to:
(i) act efficiently, honestly and fairly in providing the owner of all right, title, and Services;
(ii) act in your best interest in and relation to the Proprietary Marks personal advice provided to you;
(iii) only prepare and provide personal advice that is appropriate to you;
(iv) warn you if 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 personal advice provided to you is non-exclusive, and we and our affiliates have and retain the rights described in Section 1.3 of this Agreementbased on incomplete information.
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(b) When providing you with personal advice, the use Adviser will prepare a written statement or record of advice for your consideration.
5.2 The words above in italics have special meanings given to them in the Corporations Act. Please sign below to indicate your acceptance of the substituted proprietary marks shall be governed by the above terms and conditions. Yours sincerely, [insert name of this Agreement, and we shall not compensate you for such substitutionadviser] Authorised Representative Client Signature Client Signature Name Name Date Date Item 1: Services <insert Services>
1. If our currently licensed Proprietary Marks can no longer be used, you shall implement promptly any such substitution at a review of 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 Proprietary Marks and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures and other materials which are not approved by us.financial situation including:
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Samples: Services Agreement