Your Continuing Obligations. You acknowledge and re-affirm your continuing obligations pursuant to the Employment Agreement and the NDIA executed between you and the Company, including your confidentiality obligations under Section 2 of the NDIA and any restrictions under Sections 4 and 5 of the NDIA. Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Your Continuing Obligations. You shall continue to be bound by the covenants set forth in Section 5 of the Retention Agreement and such other obligations that you have as a former director and executive of the Company. You shall promptly turn over to the Company any and all documents, files, computer records, or other materials belonging to, or containing confidential or proprietary information obtained from, the Company that are in your possession, custody, or control, including any such materials that may be at your home.
Your Continuing Obligations. You acknowledge and re-affirm your continuing post-employment obligations pursuant to any offer letter, employment agreement, and any non-disclosure, confidentiality and restrictive covenant agreements executed between you and any of the Releasees. You also acknowledge your continuing obligations and restrictions in the attached Form of Acknowledgement. Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Your Continuing Obligations. You acknowledge and re-affirm your obligations pursuant to the NDA and specifically with respect to Sections 2, 3 and 4 thereof, without limitation. In addition, you agree not to disclose the existence or terms of this Agreement without the prior written consent of the Company, except: (a) to your spouse, domestic partner or immediate family member; (b) to the extent required by law; (c) in connection with any claim to enforce, interpret or determine the scope, meaning, enforceability or effect of the Agreement; (d) to obtain confidential legal, tax or financial advice with respect thereto; (e) in connection with the exceptions set forth in Section 9 above; or (f) as may be previously publicly disclosed by the Company in its public filings with the Securities and Exchange Commission. Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Your Continuing Obligations. (a) You acknowledge and agree that your obligations and the rights of the Company set forth in the Confidentiality Agreement are applicable to you both during your employment and after its termination and you agree to continue to abide by the Confidentiality Agreement in accordance with its terms. In addition, you agree to continue to hold in confidence and not to use or disclose at any time to anyone any Confidential Information (as defined in the Confidentiality Agreement), unless and until it has entered the public domain through no fault of your own.
(b) You also agree that you will not disparage the Company or its subsidiary, their businesses, management or products, or otherwise do or say anything that could disrupt the good morale of the employees of the Company or its subsidiary or harm the business interests or reputation of the Company or its subsidiary. You also agree that you will not discuss your employment or any related matters, including without limitation the circumstances under which your employment terminated, with any employee of the Company or its subsidiary or any of the persons with whom the Company or its subsidiary does business.
(c) You agree that, until the expiration of two (2) years following the Separation Date, you will not, directly or indirectly, (i) hire, seek to hire or assist in hiring by recruiters or any others, any employee of the Company; (ii) encourage any employee of the Company to discontinue employment with it or to become employed in any business competitive with the Company; or (iii) encourage any customer, supplier or other person or entity conducting business with the Company to terminate or diminish his/her/its relationship with the Company. Without limiting the generality of the foregoing, you agree that you will not use any goodwill that you have developed in the course of your employment with the Company to induce any hospital or other healthcare organization or any employee or agent thereof or any physician associated with any such hospital or healthcare organization to conduct with you or any other person or entity any business that such hospital or other healthcare facility, employee, agent or physician conducts or could conduct with the Company.
(d) In signing this Agreement, you give the Company assurance that you have returned to the Company any and all documents, materials and information (whether in hardcopy, on electronic media or otherwise) related to the business (whether present or otherwise) ...
Your Continuing Obligations. You acknowledge you have had access to information concerning the Company, its clients, and its affiliates, which is confidential or proprietary in nature (the “Confidential Information”). You agree that you will continue to protect the Confidential Information in accordance with the provisions of the employee confidentiality agreement that you signed when you commenced employment with the Company (the “Employee Confidentiality Agreement”), and by executing this Agreement, you reaffirm your obligations under the Employee Confidentiality Agreement. You further agree that for a period of one (1) year following the Departure Date you will not, without the prior written consent of the Company’s CEO, which shall not be unreasonably withheld, directly or indirectly, either as principal, partner, stockholder, officer, director, member, employee, consultant, business or scientific advisory board member, agent, representative or in any other capacity, own, manage, operate or control, or be concerned with, connected with, engaged by, employed by, or otherwise associated with, engage in, or have a financial interest in, any business which engages directly or indirectly in the research, development, manufacture, distribution, license or commercialization of antibacterial drugs anywhere in the United States or in any other country where the Company conducts business. You further agree that the terms and existence of this Agreement shall remain strictly confidential except to the extent required to obtain legal or accounting advice or to comply with legal obligations. You agree that you will not disparage the Company or any of the people or organizations associated with it and that you will not otherwise do or say anything that would harm its business or reputation.
Your Continuing Obligations. You shall continue to be bound by the confidentiality obligations set forth in Section 9 of the Change in Control Agreement and such other obligations that you have as a former executive of the Company. You shall promptly turn over to the Company any and all documents, files, computer records, or other materials belonging to, or containing confidential or proprietary information obtained from, the Company that are in your possession, custody, or control, including any such materials that may be at your home.
Your Continuing Obligations. 5.1. You will notify EA of any change to your Office location or to your contact details as soon as reasonably possible.
5.2. You will provide any information (by the deadline Specified by EA) reasonably Specified by EA to check on compliance with this NMA or financial figures.
5.3. You will use and be responsible for your own terms of business or contracts for services (including Services) with your clients, but will provide a copy of these terms or contracts to EA on request, and make any changes to your standard terms Specified by EA. You must ensure that all business terms and contracts with clients permit the transfer to EA of obligations, rights and benefits relating to clients on termination of this NMA in each case without requiring consent from you or the client.
5.4. You agree to and accept the terms of licence and use in relation to the Admin Panel and the software and App facilities available through as Specified by EA or set out on the Admin Panel.
5.5. You agree to purchase and maintain an ongoing licence for the CRM System Specified by EA and will enter any reasonable contract or accept any reasonable terms specified by the supplier of the CRM System and will pay fees for use of the CRM System to that supplier.
5.6. You now irrevocably license and authorise EA to access the CRM System used in Your EA Business and will provide EA with log-in and access details promptly including any changes to these at any time. Access is for the purpose of resolving any dispute between you and another member of the EA network in contact with the same actual or potential client. You will accept the instructions Specified by EA in relation to any dispute between you and another member of the EA Network if two or more of you have been in contact with the same actual or potential client.
5.7. You will promptly add all details of actual and potential clients of Your EA Business in the Database using the CRM System and will not amend (unless updating to accurate new contact details) or remove any of the details during or after the Term.
5.8. You agree to comply at all times with all regulations including planning regulations, building regulation and control and with all local council and local authority rules, all legislation and legal requirements including statutes, regulations and byelaws applying to Your EA Business or relating to the Apps, Database, Office or Services and at your own expense obtain and maintain all necessary licences or permits and comply wit...
Your Continuing Obligations a) You will continue to abide by all of the applicable provisions of your Employment Agreement, as amended which are intended to continue following the cessation of your employment, including but not limited to the Confidentiality (Section 7.1), Non-Solicitation, and Non-Competition (Article IX) covenants and, which in the case of the Confidentiality covenant continues forever, and in the case of the Non-So1icitation and Non-Competition covenants, will apply for a period of twenty-four (24) months from the Termination Date. You agree that in the event of a breach of any these covenants, Xxxx will be entitled to, in addition to any of the remedies set out in the Employment Agreement for the breach of these covenants, discontinue any and all payments, benefits, and other entitlements as set out in this letter, and you will forfeit any and all claims; actions, demands, or payments whatsoever.
b) You will agree to cooperate reasonably with Xxxx, and its legal advisors, in connection with: (i) any business matters in which you were involved; or (ii) any existing or potential claims, investigations, administrative proceedings, lawsuits and other legal and business matters which arose during your employment or involving Cott;
Your Continuing Obligations. (a) You will continue to abide by all of the provisions of your Employment Agreement through the Termination Date, and with all of the provisions of the Retention Agreements through the Termination Date and at all times thereafter following the cessation of your employment in accordance with and subject to the terms of the Retention Agreements (including the restrictive covenants set forth in Section 8 of the Retention Plan) and this Separation Agreement and Release.
(b) You are required to return to Cott within five (5) business days of the Termination Date all of the property of Cott in your possession or in the possession of your family or agents including, without limitation, wireless devices and accessories, computer and office equipment, keys, passes, credit cards, customer lists, sales materials, manuals, computer information, software and codes, files and all documentation (and all copies thereof) dealing with the finances, operations and activities of Cott, its clients, employees or suppliers.
(c) You will agree to cooperate reasonably with Cott, and its legal advisors, at Cott’s request, direction and reasonable cost, in connection with: (i) any Cott business matters in which you were involved during your employment with Cott; or (ii) any existing or potential claims, investigations, administrative proceedings, lawsuits and other legal and business matters which arose during your employment involving Cott; (iii) effecting routine administrative compliance with respect to any regulatory requirements that were applicable to Cott during the period of your employment; and (iv) completing any further documents required to give effect to the terms set out in this letter with respect to which you have knowledge of the underlying facts.
(d) You agree to indemnify and hold harmless Cott and its subsidiary companies and affiliated companies, together with its and their respective officers, directors, partners, shareholders, employees and agents, and each of its and their predecessors, successors and assigns, from and against any and all damages, taxes, penalties, interest, expenses and any other costs imposed under, in connection with, or related to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to payments and benefits provided pursuant to this Separation Agreement and Release including, but not limited to, any penalties associated with failure to report or failure to withhold.
