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EXHIBIT 10.15
TRANSITION AGREEMENT
AND RELEASES
This Transition Agreement and Releases (the "Agreement") is made as of
March 7, 2001 and is entered into between Raining Data Corporation, a Delaware
corporation ("Raining Data" or the "Company"), located at 00000 Xxxxxxxxxx Xxxx,
Xxxxxx, Xxxxxxxxxx 00000, and Xxxxxxx Xxxxxxxx ("Xxxxxxxx"), who resides at 0
Xxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000. This Agreement supersedes all
previous employment or service agreements, whether written or oral or express or
implied, between Xxxxxxxx and the Company or any subsidiary or affiliate
thereof.
WHEREAS, the parties desire to redefine and restate the status of
Xxxxxxxx on the terms and conditions more fully described herein;
WHEREAS, the employment of Xxxxxxxx has been terminated;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt of which are hereby acknowledged, the parties
agree as follows:
1. Termination of Employment. The employment of Xxxxxxxx as an officer
and employee of Raining Data and as an officer and employee of PickAX, Inc., a
subsidiary of Raining Data, was terminated effective December 29, 2000.
2. Resignation of Offices. Except as a member of the Board of Directors
of Raining Data, Xxxxxxxx agrees to resign in writing from any other offices or
other directorships, if any, held with Raining Data or any of its subsidiaries
or affiliates, including but not limited to PickAX, Inc. and Pick Systems, Inc.,
all effective as of or before the Effective Date (as hereinafter defined).
3. Duties of Xxxxxxxx. As a result of the foregoing, Xxxxxxxx has ceased
performing all duties as the Chief Executive Officer and President and an
employee of the Company and as an officer of PickAX, Inc.; and will cease
performing any duties as an officer and/or director of Raining Data or any
subsidiary or affiliate thereof, except as provided above in the case of his
directorship with Raining Data.
4. Company Obligations.
x. Xxxxxxxxx Pay. As severance pay Raining Data will pay
Xxxxxxxx $24,083.33 on the final day of each calendar month for the next twelve
months commencing January 31, 2001 and ending December 31, 2001. All such
payments shall be subject to applicable federal and state tax withholdings.
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b. Stock Rights. Xxxxxxxx shall be deemed vested as of the
Effective Date in the total amount of Thirty Thousand Five Hundred Fifty
(30,550) shares of the Common Stock of Raining Data at an option exercise price
of $3.25 per share ("Vested Options"), pursuant to the terms of the applicable
Stock Option Plan and that certain Stock Option Agreement dated June 30, 2000
evidencing the grant of such options. Any and all other options or comparable
rights granted by Raining Data or PickAX, Inc. or any subsidiary or affiliate
thereof, if any, including all unvested options under said Stock Option
Agreement, are hereby terminated. Xxxxxxxx shall have until December 31, 2004 to
exercise such Vested Options and thereafter all unexercised Vested Options shall
terminate. The foregoing is not intended to limit any registration or
registration rights to which Xxxxxxxx is otherwise entitled for stock held by
Xxxxxxxx now or in the future.
c. Certain Benefits.
(i) Raining Data will pay on Xxxxxxxx'x behalf,
Xxxxxxxx'x COBRA payments until the earlier of (i) January 1, 2002, or (ii) when
Xxxxxxxx becomes eligible for coverage under another employer's health insurance
plan.
(ii) Xxxxxxxx shall reside rent free at the corporate
housing located at 0 Xxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, until April
30, 2001, and will permanently vacate the premises in good condition at that
time. All utilities, insurance, telephone and other costs related to such
housing other than rent shall be paid solely by Xxxxxxxx. Xxxxxxxx will purchase
homeowner's insurance. Xxxxxxxx shall fully indemnify, hold harmless and defend
Raining Data and its subsidiaries and affiliates in the event of any claim for
damages or liability relating to the housing or its use, to the extent not
caused by Raining Data and to the extent not fully covered by insurance. Raining
Data shall pay actual moving expenses of Xxxxxxxx from such housing in a total
amount not to exceed $7,500.
(iii) Until December 31, 2001 Xxxxxxxx shall be entitled
to use the 2000 Mercedes Benz S430 automobile currently leased by Raining Data
and being used by Xxxxxxxx, and Xxxxxxxx will return the automobile to Raining
Data at that time in good condition. Notwithstanding the foregoing, any and all
maintenance and repairs, fuel, and operating expenses and all other expenses
other than the current lease payment and automobile insurance shall be paid
solely by Xxxxxxxx. Raining Data will maintain all existing insurance on the
S430 automobile. Xxxxxxxx shall fully indemnify, hold harmless and defend
Raining Data and its subsidiaries and affiliates in the event of any accident or
other claims for damages or liability relating to the automobile or its use, to
the extent not caused by Raining Data and to the extent not fully covered by
insurance.
(iv) Raining Data agrees to maintain all corporate
insurance policies currently in force (or successor insurance policies at the
same or higher limits) that would indemnify Xxxxxxxx as an employee, officer or
director of Raining Data,
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PickAX, Inc., or any of their subsidiaries (excluding however any acts of
fraud), through December 31, 2003. Copies of the insurance policies shall be
sent to Xxxxxxxx. Xxxxxxxx will be named in said policies as an additional
insured. Raining Data will notify Xxxxxxxx thirty (30) days in advance of any
termination of these insurance policies.
d. Other Compensation or Benefits. Xxxxxxxx will receive all
benefits provided generally to all members of the Board of Directors of Raining
Data during his term as a director, provided however that Xxxxxxxx will not be
granted any stock options or warrants as a director. With the exception of the
foregoing and without affecting any of his separate rights as a stockholder of
Raining Data, Xxxxxxxx acknowledges and agrees that he will receive no other
compensation or benefits of employment or engagement from Raining Data or any
subsidiary or affiliate hereof.
e. Legal Fees. Raining Data shall reimburse Xxxxxxxx for his
attorney's fees incurred in connection with the negotiation and drafting and
review of this Agreement, in a total amount not to exceed $8,500.
5. Xxxxxxxx Obligations.
a. Return of Property. Xxxxxxxx shall promptly return all
Company property to the Company, including, but not limited to, all confidential
information, computers, keys, tangible proprietary information, documents,
books, records, reports, contracts, lists, computer disks (or other
computer-generated files or data), and all copies thereof, created on any
medium, prepared or obtained by Xxxxxxxx or others in the course of or incident
to his employment with the Company. Xxxxxxxx shall be allowed to retain the
notebook computer [serial number N3000C3C02067] and all software presently
installed thereon, provided however that all proprietary information of the
Company shall be permanently removed from the hard drive or other storage medium
of such computer. For purposes of this section "Company" shall include each and
all of Raining Data and its subsidiaries and affiliates.
b. Confidential Information. Xxxxxxxx shall continue to be bound
by the Non-Disclosure Covenant and Inventions provisions of his Employment
Agreement signed by Xxxxxxxx on November 30, 2000 and as revised herein. Such
provisions only are incorporated by reference and are attached as Exhibit A.
6. Non-Competition. Unless otherwise agreed to in writing by the Board
of Directors of Raining Data in its sole discretion, and without limiting the
other obligations of Xxxxxxxx hereunder, Xxxxxxxx agrees that prior to January
1, 2002 Xxxxxxxx shall not directly or indirectly own, manage, operate, join,
control, or participate in the ownership, management, operation or control of,
or be employed by or connected in any manner with, any enterprise which is
engaged in any business competitive with or similar to that of the Company or
any subsidiary or affiliate thereof, provided however that such
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restriction shall not apply to any investment representing an interest of up to
three percent (3%) of an outstanding class of publicly-traded securities of any
company or other enterprise which is competitive with the Company.
Notwithstanding the foregoing, Raining Data agrees and consents to the ownership
and management by Xxxxxxxx of Advanced Litigation Techniques, Inc. and Internet
Tools Corporation, subject to the other obligations of Xxxxxxxx hereunder.
7. Non-Solicitation. Unless otherwise agreed to in writing by the Board
of Directors of Raining Data in its sole discretion, and without limiting the
other obligations of Xxxxxxxx hereunder, Xxxxxxxx agrees that prior to January
1, 2002 Xxxxxxxx shall not directly or indirectly: (a) encourage or solicit any
of the Company's employees to terminate employment with the Company for any
reason; (b) interfere in any other manner with the employment relationships
between the Company and its employees; (c) directly or indirectly solicit
business from any customer or client of the Company; (d) induce any of the
Company's customers or clients to terminate their existing business relationship
with the Company; or (e) interfere in any other manner with any existing
business relationship between the Company and any customer, client, or other
third party. Xxxxxxxx acknowledges that monetary damages may not be sufficient
to compensate the Company for any economic loss that may be incurred by reason
of Xxxxxxxx'x breach of the foregoing restrictions. For purposes of this section
"Company" shall include each and all of Raining Data and its subsidiaries and
affiliates.
8. Release. In exchange for the consideration described above, each and
all of Xxxxxxxx and any and all spouses, heirs, devisees, executors,
administrators, representatives, agents, successors and assigns of Xxxxxxxx
(collectively, "Xxxxxxxx" for purposes of this Section and Sections 9, 10 and 11
hereof) do hereby completely release and forever discharge each and all of the
Company and its parents and subsidiaries and affiliates and each and all of
their respective present and former stockholders, officers, directors, agents,
employees, attorneys, parents, subsidiaries, affiliates, insurers,
representatives, successors, and assigns (collectively, "Released Parties") from
all claims, rights, demands, actions, obligations, liabilities, and causes of
action of every kind and character, known or unknown, matured or unmatured,
which Xxxxxxxx may have now or in the future arising from any act or omission or
condition or event occurring on or prior to the Effective Date, whether based on
tort, contract (express or implied), or any federal, state, or local law,
statute, or regulation, including but not limited to (i) all claims for
compensation or bonuses, and all claims arising from his employment with the
Company or any subsidiary or affiliate thereof or the termination of his
employment and (ii) any claims or actions or causes of action of Xxxxxxxx as a
stockholder or optionholder of PickAX, Inc. or the Company (collectively, the
"Released Claims"). By way of example and not in limitation of the foregoing,
Released Claims shall include any claims that may arise under Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination
in Employment Act of 1967, the Older Workers' Benefit Protection Act, the
California Fair Employment and Housing Act, as well as any claims asserting
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wrongful termination, breach of contract, breach of the covenant of good faith
and fair dealing, negligent or intentional infliction of emotional distress,
negligent or intentional misrepresentation, negligent or intentional
interference with contract or prospective economic advantage, and defamation.
Xxxxxxxx likewise releases the Released Parties from any and all obligations for
attorneys' fees incurred in regard to the above claims or otherwise.
Notwithstanding the foregoing, Released Claims shall not include (i) any claims
based on any claim of breach or violation by the Company of any new obligations
established by this Agreement; (ii) any vested pension rights or any pending
workers' compensation claims; and (iii) any claims Xxxxxxxx may have (if any)
against Raining Data or PickAX, Inc. or any of their subsidiaries for
indemnification as an employee, officer or director thereof, provided however
that each of such entities reserves all rights to contest any such claim.
Xxxxxxxx acknowledges that he has not suffered any injuries on the job other
than those claimed in any Workers' Compensation claims filed on or before
December 29, 2000.
9. Release of Age Discrimination Claims. Xxxxxxxx knowingly and
voluntarily releases and waives any rights or claims of discrimination under the
Age Discrimination in Employment Act of 1967 ("ADEA") against any of the
Released Parties. Xxxxxxxx and the Company agree that this waiver and release
does not apply to any rights or claims for age discrimination under the ADEA
that may arise from any act or event occurring after the Effective Date of this
Agreement. Xxxxxxxx acknowledges that the consideration given for this waiver
and release is in addition to anything of value to which Xxxxxxxx is already
entitled. Xxxxxxxx further acknowledges that he has been advised in writing that
(a) he should consult with an attorney prior to signing this Agreement; (b) he
has at least twenty-one (21) days within which to consider this Agreement; (c)
he has seven (7) days after he signs this Agreement to revoke this Agreement;
and (d) the Agreement shall not become effective until the date the revocation
period expires (the "Effective Date" for all purposes of this Agreement).
10. Section 1542 Waiver. It is understood and agreed that this is a full
and final release covering all known, unknown, anticipated, and unanticipated
injuries, debts, claims, or damages to Xxxxxxxx which may have arisen or may be
connected with the employment of Xxxxxxxx by the Company or any subsidiary or
affiliate thereof, or the termination thereof, or in connection with the status
of Xxxxxxxx as a stockholder or optionholder thereof, or otherwise in connection
with any of the Released Claims. Xxxxxxxx hereby waives any and all rights or
claims which he may now have, or in the future may have against the Released
Parties under the terms of Section 1542 of the California Civil Code, which
provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM
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MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
11. Covenant Not to Xxx. Xxxxxxxx shall not xxx or initiate against any
Released Party, or encourage any third party to xxx or initiate against any
Released Party, any compliance review, arbitration, action or proceeding or
suit, or participate in or voluntarily cooperate with any claimant in the same,
individually or as a member of a class, under any contract (express or implied),
or any federal, state, or local law, statute, or regulation pertaining in any
manner to the Released Claims. This is not applicable to any litigation or
arbitration to enforce the terms of this Agreement.
12. Confidentiality; Other Matters. Xxxxxxxx understands and agrees that
this Agreement and each of its terms, and the negotiations surrounding it, are
confidential and shall not be disclosed by Xxxxxxxx to any entity or person, for
any reason, at any time, without the prior written consent of the Company,
unless required by law. Notwithstanding the foregoing, Xxxxxxxx may disclose the
terms of this Agreement to his spouse, and for legitimate business reasons, to
his legal, financial, and tax advisors. Xxxxxxxx acknowledges and agrees that he
shall be solely responsible for any and all of his own tax liabilities relating
to this Agreement.
13. Nonadmission. The parties understand and agree that the furnishing
of the consideration for this Agreement shall not be deemed or construed at any
time or for any purpose as an admission of liability by the Company or by any
other Released Party or by Xxxxxxxx. Any liability for any and all claims is
expressly denied by each of such persons.
14. No Assignment. Xxxxxxxx represents and warrants and covenants that
he is the sole and lawful owner of all right, title and interest in and to each
of the claims and matters being released and discharged herein; and that he has
not assigned or transferred or attempted to assign or transfer and will not
assign or transfer or attempt to assign or transfer all or any part of any claim
or matter released hereunder or any rights or interest therein to any other
person or entity at any time.
15. Integration. The parties agree that the terms of this Agreement are
intended to be the final expression of their agreement with respect to the
subject matter of this Agreement and shall supersede and not be contradicted by
evidence of any prior or contemporaneous agreement, except to the extent that
specific provisions of any such agreement have been expressly referred to in
this Agreement as having continued effect. No party has relied upon any
statement, promise, representation or warranty of the other party or his or its
legal counsel or representatives which is not expressly set forth herein.
16. Amendments; Waivers. This Agreement may not be amended except by an
instrument in writing, signed by each of the parties and referring to this
Agreement. No
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failure to exercise and no delay in exercising any right, remedy, or power under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, or power under this Agreement preclude
any other or further exercise thereof, or the exercise of any other right,
remedy, or power provided herein or by law or in equity.
17. Binding Effect. Subject to the limitations of Section 14 hereof,
this Agreement shall be binding upon and shall inure to the benefit of the
parties; the successors and assigns of the Company; and the spouses,
representatives, executors, administrators, heirs, devisees, agents, successors
and assigns of Xxxxxxxx. This Agreement shall also inure to the benefit of each
and all of the Released Parties. This Agreement shall not benefit any other
person or entity except as specifically enumerated in this Agreement.
18. Severability. If any provision of this Agreement, or its application
to any person, place, or circumstance, is held by an arbitrator or a court of
competent jurisdiction to be invalid, unenforceable, or void, such provision
shall be enforced to the greatest extent permitted by law, and the remainder of
this Agreement and such provision as applied to other persons, places, and
circumstances shall remain in full force and effect; provided however that in
the event for any reason any material part of Section 8, 9, 10 or 11 hereof is
held invalid, unenforceable or void by a final court decision or the final
binding decision of an arbitrator, the Company shall have the unilateral right
and option to rescind and terminate this Agreement by written notice to
Xxxxxxxx.
19. Attorneys' Fees. In any legal action, or other proceeding brought to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs.
20. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without reference to
conflicts of law principles.
21. Interpretation. Section headings in this Agreement are for the
convenience of the parties, are not part of the agreement of the parties and
shall not be used in the construction hereof. Whenever in this Agreement the
context requires, references to the plural shall include the singular and the
singular the plural, and each gender shall include all other genders. No
provision in this Agreement shall be interpreted or construed against any party
because such party or its counsel was the drafter hereof.
22. Arbitration. The Company and Xxxxxxxx agree that any and all
disputes arising out of the terms of this Agreement, their interpretation, and
any of the matters herein released, shall be subject to binding neutral
arbitration in Orange County, California under the National Rules for the
Resolution of Employment Disputes of the
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American Arbitration Association (the "AAA Rules"). The parties will each
exercise their respective diligent best efforts to arbitrate any claim involving
confidential and/or proprietary information or non-solicitation obligations
within forty-five (45) days of the making of such claim.
Notwithstanding the foregoing, either party may, at its option, seek
injunctive relief in a court of competent jurisdiction only for any claim or
controversy arising out of or related to the unauthorized use, disclosure, or
misappropriation of the confidential and/or proprietary information of either
party; or the breach of any non-solicitation obligation; or for emergency
relief. No judicial proceeding by a party involving injunctive relief relating
to the subject matter of the arbitration shall be deemed a waiver of the party's
right to arbitrate. All performance under this Agreement shall continue unless
stopped by a court of competent jurisdiction and/or order of the arbitrator, and
without waiving any claims of the performing party.
23. Representation by Counsel. The parties acknowledge that (i) they
have had the opportunity to consult counsel in regard to this Agreement; (ii)
they have read and understand the Agreement and they are fully aware of its
legal effect; and (iii) they are entering into this Agreement freely and
voluntarily, and based on each party's own judgment and not on any
representations or promises made by the other party, other than those contained
in this Agreement.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the Effective Date.
Date: March 8, 2001 /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Date: 29 Mar 2001 RAINING DATA CORPORATION
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By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chairman and CEO
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EXHIBIT "A"
NON-DISCLOSURE COVENANT; INVENTIONS. Xxxxxxx Xxxxxxxx ("Executive") acknowledges
that:
(i) During the Employment Period and as a part of his
employment, Executive had developed or was afforded access to
Confidential Information;
(ii) Public disclosure or unauthorized use of such Confidential
Information could have a material adverse impact on Raining Data
Corporation and/or any of its subsidiaries or affiliates
(collectively "Employer") and its business; and
(iii) Executive possesses substantial technical expertise and
skill with respect to Employer's business. Employer desires to
obtain exclusive ownership of any Inventions created by
Executive, as defined in Subsection (c) below, and the parties
hereto acknowledge that Employer will be at a substantial
competitive disadvantage if it fails to acquire exclusive
ownership of such Inventions.
As used in these provisions, the term "Confidential Information" shall
mean inventions and improvements (including, without limitation, those involving
Inventions), ideas, plans, processes, techniques, technology, source code, other
computer code, software, intellectual property, trade secrets, customer lists,
and other information developed or acquired by or on behalf of Employer which
relate to or affect any aspect of Employer's business and affairs and which are
not available to the general public. In consideration of the foregoing and other
good and valuable consideration to be paid or provided to Executive by Employer
pursuant to that certain Transition Agreement and Releases between the parties
of which these provisions are Exhibit "A", Executive hereby covenants and agrees
as follows:
(a) Executive's employment terminated in December 2000.
(b) Both during and after the Employment Period, Executive shall not,
without Employer's prior written consent, disclose to any third party, or use
for any purpose other than for the exclusive benefit of Employer, any
Confidential Information, whether Executive has such information in his memory
or embodied in writing or other physical form. Executive agrees that disclosures
made by Employer to governmental authorities, to its customers or potential
customers, to its suppliers or potential suppliers, to its employees or
potential employees, to its consultants or potential consultants or disclosures
made by Employer in any litigation or administrative or governmental
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proceedings shall not mean that the matter so disclosed are available to the
general public. The foregoing, however, shall not limit Employer's authority to
determine whether or not any such information has been so disclosed. Executive
shall not remove from Employer's premises, except when specifically authorized
in pursuit of Employer's business, any document, record, notebook, plan, model,
component, or device. Executive recognizes that, as between Employer and
Executive, all such documents, records, notebooks, plans, models, components or
devices, whether or not developed by Executive, are the exclusive property of
Employer. Executive shall disclose and return to Employer all documents,
records, notebooks, plans, models, components, and devices in Executive's
possession or subject to Executive's control. Executive shall not retain any
copies, abstracts, sketches or other physical embodiment of any such document,
record, notebook, plan, model, component or device.
(b) Executive agrees that the term "Invention" shall include any ideas,
inventions, techniques, modifications, processes or improvements, whether
patentable or not, and any industrial design, whether registerable or not,
created, conceived or developed by Executive, either solely or in conjunction
with others, during the term of Executive's employment by Employer, provided
that such invention relates in any way to, or is useful in any manner in the
business then conducted or proposed to be conducted by Employer. As used in
these provisions, the term "Invention" shall also include any idea, invention,
technique, modification, process, improvement and industrial design created by
Executive, either solely or in conjunction with others, after the termination of
Executive's employment with Employer, which is based upon or uses Confidential
Information and relates in any way to, or is useful in any manner in, the
business now or then being conducted by Employer. Executive agrees that all
rights and all ownership of any Invention shall belong exclusively to Employer;
except to the extent that California Labor Code Section 2870 lawfully prohibits
the assignment of rights in such Inventions. Executive acknowledges that he
understands that this definition is limited by California Labor Code Section
2870, which provides:
"(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.
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(b) To the extent a provision in an employment agreement
purports to require an employee to assign an invention otherwise
excluded from being required to be assigned under subdivision (a), the
provision is against the public policy of this state and is
unenforceable."
Nothing in these provisions is intended to expand the scope of protection
provided Executive by Sections 2870 through 2872 of the California Labor Code.
To the extent that any Invention or other Confidential Information is not
otherwise deemed owned exclusively by Employer hereunder, subject to the
provisions of the foregoing Section 2870, Executive further assigns and
transfers all right, title and interest in and to such Invention or other
Confidential Information to Employer on a continuous basis during the Employment
Period.
Executive further agrees that he shall:
(i) Promptly disclose any Invention to Employer in writing;
(ii) Promptly assign to Employer or to a party designated by
Employer, at its request and without additional compensation,
Executive's entire rights to the Invention for the United States
and for all foreign countries;
(iii) Promptly execute and deliver to Employer such
applications, assignments and other documents as Employer may
reasonably require in order to apply for and obtain patents or
other registrations on any Invention in the United States and in
any foreign countries;
(iv) Promptly sign and deliver all instruments and other papers
necessary to carry out the foregoing obligations; and
(v) Give testimony and render any other assistance, but without
expense to Executive, in support of Employer's rights to any
Invention.
Executive recognizes that should a dispute or controversy arising from
or relating to these provisions be submitted for resolution to any arbitration
panel or other third party, the preservation of the secrecy of Confidential
Information may be jeopardized. Consequently, insofar as may be necessary to
preserve the secrecy of any Confidential Information, Executive agrees that
issues of fact, the resolution of which would require the disclosure of
Confidential Information, shall be conducted under a blanket confidentiality
agreement executed by all participants in the arbitration proceedings. Executive
also agrees that all pleadings, documents, testimony and records relating to any
such arbitration shall be maintained in secrecy and shall be available for
inspection by Employer, Executive and their respective attorneys and experts who
shall agree, in advance and in writing, to receive and maintain all such
information in secrecy.
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Any confidential or proprietary information or inventions under any
prior agreement between Executive and any of Employer also will be part of the
Confidential Information and Inventions hereunder.
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