AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, NON-COMPETE/ NON-SOLICITATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT
CONFIDENTIAL
Exhibit 2.2
AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, NON-COMPETE/
NON-SOLICITATION, INVENTION ASSIGNMENT,
AND ARBITRATION AGREEMENT
In
consideration of your employment with Wrap Technologies, Inc. (the
"Company"), as well as the additional consideration described in
Section 7.E herein, ___________ (the “Employee”)
and the Company agree to the following provisions of this At-Will
Employment, Confidential Information, Non-Compete/Non-Solicitation,
Invention Assignment, and Arbitration Agreement (this
"Agreement"):
1.
At-Will Employment
EMPLOYEE
UNDERSTANDS AND ACKNOWLEDGES THAT EMPLOYEE’S EMPLOYMENT WITH
THE COMPANY IS FOR NO SPECIFIED TERM AND CONSTITUTES "AT-WILL"
EMPLOYMENT. EMPLOYEE ALSO UNDERSTANDS THAT ANY REPRESENTATION TO
THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND
SIGNED BY THE EXECUTIVE CHAIRMAN OR CHIEF EXECUTIVE OFFICER OF THE
COMPANY OR OTHER PERSON AUTHORIZED BY THE BOARD OF DIRECTORS.
ACCORDINGLY, EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE’S EMPLOYMENT
RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD
CAUSE OR FOR ANY OR NO CAUSE, AT EMPLOYEE’S OPTION OR AT THE
OPTION OF THE COMPANY, WITH OR WITHOUT NOTICE. EMPLOYEE FURTHER
ACKNOWLEDGES THAT THE COMPANY MAY MODIFY EMPLOYEE’S JOB
TITLE, SALARY, AND BENEFIT FROM TIME TO TIME AS COMPANY DEEMS
NECESSARY.
2.
Confidentiality
A.
Definition of Company Confidential
Information. The Employee understands that "Company
Confidential Information" means information (including any and all
combinations of individual items of information) that the Company
has or will develop, acquire, create, compile, discover or own,
that has value in or to the Company's business which is not
generally known and which the Company wishes to maintain as
confidential. Company Confidential Information includes both
information disclosed by the Company to the Employee, and
information developed or learned by the Employee during the course
of the Employee’s employment with the Company. Company
Confidential Information also includes all information of which the
unauthorized disclosure could be detrimental to the interests of
the Company, whether or not such information is identified as
Company Confidential Information. By example, and without
limitation, Company Confidential Information is any and all
nonpublic information that relates to the actual or
anticipated business and/or products, research or development of
the Company, or to the Company's technical data, trade secrets, or
know-how, including, but not limited to, research, product plans,
or other information regarding the Company's products or services
and markets therefor, internal customer lists, software,
developments, inventions, discoveries, ideas, processes, formulas,
technology, designs, drawings, engineering, hardware configuration
information, marketing, finances, and other business information
disclosed by the Company either directly or indirectly in writing,
orally or by drawings or inspection of premises, parts, equipment,
or other Company property. Notwithstanding the foregoing, Company
Confidential Information shall not include any such information
which ·the Employee can establish (i) was publicly known or
made generally available prior to the time of disclosure by the
Company to the Employee; or (ii) becomes publicly known or made
generally available after disclosure by the Company to Employee
through no wrongful action or omission by the Employee. Employee
understands and agrees that the terms of this Agreement are Company
Confidential information, any may be disclosed only to
Employee’s spouse, legal advisor, or tax professionals,
subject to Section 11, below.
B.
Nonuse and Nondisclosure. Employee
agrees that during and after the Employee’s employment with
the Company, the Employee shall hold in the strictest confidence
and take all reasonable precautions to prevent any unauthorized use
or disclosure of Company Confidential Information. The Employee
will not (i) use Company Confidential Information for any purpose
whatsoever other than for the benefit of the Company in the course
of the Employee’s employment, or (ii) disclose Company
Confidential Information to any third party without the prior
written authorization of a named Officer of the Company. Prior to
disclosure, when compelled by applicable law, the Employee will
provide prior written notice to the CEO, CFO or General Counsel of
the Company (as applicable). The Employee agrees that the Employee
obtains no title to any Company Confidential Information, and that
the Company retains all Confidential Information as the sole
property of the Company. The Employee understands that the
Employee’s obligations under this Section 2.B shall continue
after termination of the Employee’s employment and also that
nothing in this Agreement prevents the Employee from engaging in
protected activity, as described in Section 11 below.
C.
Former Employer Confidential
Information. The Employee agrees that during the
Employee’s employment with the Company, the Employee shall
not improperly use, disclose, or induce the Company to use any
proprietary information or trade secrets of any former employer or
other person or entity with which the Employee has an obligation to
keep such proprietary information or trade secrets in
confidence.
D.
Third Party Information. The Employee
recognizes that if the Company receives confidential or proprietary
information from third parties, the Employee will treat that
information as Confidential Information subject to Section 2.B,
above.
3.
Ownership
A.
Assignment of Inventions. As between
the Company and the Employee, the Employee agrees that all right,
title, and interest in and to any and all copyrightable material,
notes, records, drawings, designs, logos, inventions, improvements,
developments, discoveries, ideas and trade secrets conceived,
discovered, authored, invented, developed or reduced to practice by
the Employee, solely or in collaboration with others, during the
Employee’s employment with the Company and within the course
of the Employee’s employment, or with the use of Company's
equipment, supplies, facilities, or Company Confidential
Information, and any copyrights, patents, trade secrets, mask work
rights or other intellectual property rights relating to the
foregoing, except as provided in Section 3.B below (collectively,
"Inventions"), are the sole property of the Company. The Employee
also agrees to promptly make full written disclosure to the Company
of any Inventions, and to deliver and assign and hereby irrevocably
assign fully to the Company all of the Employee’s right,
title and interest in and to Inventions. The Employee agrees that
this assignment includes a present conveyance to the Company of
ownership of Inventions that are not yet in existence. The Employee
further acknowledges that all original works of authorship that are
made by the Employee (solely or jointly with others) within the
scope of and during the period of the Employee’s employment
with the Company and that are protectable by copyright are "works
made for hire," as that term is defined in the United States
Copyright Act. The Employee understands and agrees that the
decision whether or not to commercialize or market any Inventions
is within the Company's sole discretion and for the Company's sole
benefit, and that no royalty or other consideration will be due to
the Employee as a result of the Company's efforts to commercialize
or market any such Inventions.
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B.
Exception to Assignments. The
provisions of this Agreement requiring assignment of Inventions to
the Company do not apply to any Invention that the Employee has
independently developed entirely on the Employee’s own time
without using the Company's equipment, supplies, facilities, trade
secret information or Confidential Information ("Other Invention"),
except that "Other Invention" does not include, and the provisions
of this Agreement requiring assignment of Inventions to the Company
do apply to, Inventions that either (i) relate at the time of
conception or reduction to practice of such Other Invention to the
Company's business, or actual or demonstrably anticipated research
or development of the Company or (ii) result from any work that the
Employee performed for the Company. The Employee will advise the
Company promptly in writing of any Invention that the Employee
believes constitutes an Other Invention. The Employee agrees that
the Employee shall not incorporate, or permit to be incorporated,
any Other Invention without the Company's prior written consent.
Notwithstanding the foregoing sentence, if, in the course of the
Employee’s employment with the Company, the Employee
incorporates into a Company product, process or service an Other
Invention owned by the Employee or in which the Employee has an
interest, the Employee hereby grants to the Company a nonexclusive,
royalty-free, perpetual, irrevocable, transferable worldwide
license (with the right to grant and authorize sublicenses) to
make, have made, use, import, offer for sale, sell, reproduce,
distribute, modify, adapt, prepare derivative works of, display,
perform, and otherwise exploit such incorporated or utilized Other
Inventions, without restriction, including, without limitation, as
part of or in connection with such Invention, and to practice any
method related thereto.
C.
Inventions Retained and Licensed. The
Employee will inform the Company, in writing, before incorporating
any inventions, discoveries, ideas, original works of authorship,
developments, improvements, trade secrets and other proprietary
information or intellectual property rights owned by the Employee
or in which the Employee has an interest prior to the
Employee’s employment with the Company ("Prior Inventions")
into any Invention or otherwise utilizing any Prior Invention in
the course of the Employee’s employment with the Company; and
the Company is hereby granted a nonexclusive, royalty-free,
perpetual, irrevocable, transferable worldwide license (with the
right to grant and authorize sublicenses) to make, have made, use,
import, offer for sale, sell, reproduce, distribute, modify, adapt,
prepare derivative works of, display, perform, and otherwise
exploit such incorporated or utilized Prior Inventions, without
restriction, including, without limitation, as part of or in
connection with such Invention, and to practice any method related
thereto. The Employee will not incorporate any inventions,
discoveries, ideas, original works of authorship, developments,
improvements, trade secrets and other proprietary information or
intellectual property rights owned by any third party into any
Invention without the Company's prior written permission. The
Employee executes the list describing all Prior Inventions that
relate to the Company's current or anticipated business, products,
or research and development or, if no such list is attached, the
Employee represents and warrants that there are no such Prior
Inventions hereto as Exhibit A. Furthermore, the
Employee represents and warrants that if any Prior Inventions are
included on Exhibit
A, they shall not materially affect the Employee’s
ability to perform all obligations under this
Agreement.
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D.
Moral Rights. Any assignment to the
Company of Inventions includes all rights of attribution,
paternity, integrity, modification, disclosure and withdrawal, and
any other rights throughout the world that may be known as or
referred to as "moral rights," "artist's rights," "droit moral," or
the like (collectively, "Moral Rights"). To the extent that Moral
Rights cannot be assigned under applicable law, the Employee hereby
waives and agrees not to enforce any and all Moral Rights,
including, without limitation, any limitation on subsequent
modification, to the extent permitted under applicable
law.
E.
Maintenance of Records. The Employee
agrees to keep and maintain adequate, current, accurate, and
authentic written records of all Inventions made by the Employee
(solely or jointly with others) during the Employee’s
employment with the Company. The records will be in the form of
notes, sketches, drawings, electronic files, reports, or any other
format that may be specified by the Company. As between the Company
and Employee, the records are and will be available to and remain
the sole property of the Company at all times.
F.
Further Assurances. The Employee agrees
to assist the Company, or its designee, at the Company's expense,
in every proper way to secure the Company's rights in the
Inventions in any and all countries, including the disclosure to
the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths,
assignments, and all other instruments that the Company shall deem
proper or necessary in order to apply for, register, obtain,
maintain, defend, and enforce such rights, and in order to deliver,
assign and convey to the Company, its successors, assigns, and
nominees the sole and exclusive rights, title, and interest in and
to all Inventions, and testifying in a suit or other proceeding
relating to such Inventions. The Employee further agrees that the
Employee’s obligations under this Section 3.F will continue
for twelve (12) months after the termination of this
Agreement.
G.
Attorney-in-Fact. The Employee agrees
that, if the Company is unable because of the Employee’s
unavailability, mental or physical incapacity, or for any other
reason to secure Employee’s signature with respect to any
Inventions, including, without limitation, for the purpose of
applying for or pursuing any application for any United States or
foreign patents or mask work or copyright registrations covering
the Inventions assigned to the Company in Section 3.A, then the
Employee hereby irrevocably designates and appoints the Company and
its duly authorized officers and agents as the Employee’s
agent and attorney-in-fact, to act for and on my behalf to execute
and file any papers and oaths, and to do all other lawfully
permitted acts with respect to such Inventions to further the
prosecution and issuance of patents, copyright and mask work
registrations with the same legal force and effect as if executed
by the Employee. This power of attorney shall be deemed coupled
with an interest, and shall be irrevocable.
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4. Conflicting
Obligations
A.
Current Obligations. The Employee
agrees that during the Employee’s employment with the
Company, the Employee shall not engage in or undertake any other
employment, occupation, consulting relationship, or commitment that
is directly related to the business in which the Company is now
involved or becomes involved or has plans to become involved, nor
will the Employee engage in any other activities that conflict with
the Employee’s obligations or duty of loyalty to the
Company.
B.
Prior Relationships. Other than the
Employee’s relationship with NSENA, Inc., the Employee
represents and warrants that the Employee has no other agreements,
relationships, or commitments to any other person or entity that
conflict with the provisions of this Agreement, the
Employee’s obligations or duty of loyalty to the Company
under this Agreement, or the Employee’s ability to become
employed and perform the services for which the Employee is being
employed by the Company. Moreover, the Employee agrees to fully
indemnify the Company, its directors, officers, agents, employees,
investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns
for all verdicts, judgments, settlements, and other losses incurred
by any of them resulting from the Employee’s breach of the
Employee’s obligations under any agreement with a third party
to which the Employee is a party or obligation to which the
Employee is bound, as well as any reasonable attorneys' fees and
costs if the plaintiff is the prevailing party in such an action,
except as prohibited by law.
5.
Return of Company Materials
The
Employee agrees that, at the time of leaving the employ of the
Company, the Employee will deliver to the Company (and will not
keep in my possession, recreate or deliver to anyone else) any and
all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings blueprints, sketches,
materials, equipment, other documents or property, or reproductions
of any aforementioned items developed by the Employee pursuant to
the Employee’s employment with the Company or otherwise
belonging to the Company, its successors or assigns. Upon
separation from employment with the Company, the Employee agrees to
immediately sign and deliver to the Company a Certification that
the Employee has returned, or has made arrangements with the
Company to return, all Company materials.
6.
Notification of New Employer
Employee grants
Company consent to notify Employee’s new employer(s) about
Employee’s obligations under this Agreement if either party
terminates this Agreement.
7. Covenant Not
To Compete And Solicitation Restrictions
A. Covenant
Not to Compete.
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The
Employee agrees that during the course of the Employee’s
employment and for a period of twelve (12) months, unless an
adjudicator finds the twelve (12) month period to exceed a
reasonable length under the applicable circumstances, then for a
period of six (6) months immediately following the termination of
the Employee’s relationship with the Company (i) by the
Company for “Cause” (as defined below), or (ii) by the
Employee for any reason, with or without notice, the Employee shall
not, without the prior written consent of the Company actively
compete against the Company in areas that were explored or
experienced during the Employee’s employment with the Company
pertaining to remote restraining devices, virtual police training
technology, shield equipment and other related topics. This
includes that the Employee shall not compete through maintaining an
employment, contractual, or other business relationship, either
directly or indirectly, to provide services or products competitive
to those in which the Company was engaged, or planned to engage, at
the termination of the Employee’s employment. This
restriction covers the Employee’s activities in every part of
the Territory. For purposes of this Agreement, "Territory" shall
mean: (i) all states of the United States of America in which the
Company provided goods or services, had customers, or otherwise
conducted business at any time during the two-year period prior to
the date of the termination of my relationship with the Company;
and (ii) any other countries in which the Company maintains
non-trivial operations or facilities, provided goods or services,
had customers, or otherwise conducted business at any time during
the two-year period prior to the date of the termination of the
Employee’s relationship with the Company. Notwithstanding the
foregoing, this restriction does not prohibit the Employee from
owning securities of corporations listed on a national securities
exchange or regularly traded by national securities dealers. The
restrictions of this Section, whether in duration, geography or
scope, may be modified as set forth in Section 7.D below. As used
herein, “Cause” for purposes of this Agreement means
there exists (i) a reasonable and good faith finding by the Company
of a material and repeated failure of the Employee to provide his
full business time and attention to his reasonably assigned duties
for the Company (including, without limitation, unexcused failure
to report for work) for reasons other than the Employee’s
death or disability, or the Employee's gross negligence or willful
misconduct; which failure or deficiency remains uncured (if
curable) for a period of thirty (30) days following written notice
by the Company to the Employee which notice specifies the reasons
for the potential cause determination; (ii) the material breach by
the Employee of any of the provisions of that certain Asset
Purchase Agreement between the Company, Employee and NSENA, Inc.,
dated December 14, 2020; (iii) the conviction of the Employee of,
or the entry of a pleading of guilty or nolo contendere by the
Employee to, any felony; (iv) the Employee having committed any
theft, embezzlement, fraud or other intentional act of dishonesty
involving the business of the Company; or (v) any adjudication in
any civil suit, or written acknowledgment by the Employee in any
agreement or stipulation of the commission of any theft,
embezzlement, fraud or other intentional act of dishonesty
involving any other person.
B. No
Solicitation.
(1)
Non-Solicitation of Customers. The
Employee agrees that for a period of twelve (12) months, unless an
adjudicator finds the twelve (12) month period to exceed a
reasonable length under the applicable circumstances, then for a
period of six (6) months immediately following the termination of
the Employee’s relationship with the Company (i) by the
Company for Cause, or (ii) by the Employee for any reason, with or
without notice, the Employee shall not contact, or cause to be
contacted with any Customer for the purposes of conducting business
that is competitive to that of the Company or for the purpose of
disadvantaging the Company's business in any way. For purposes of
this Agreement, "Customer" shall mean all persons or entities that
have used or inquired of the Company's services at any time during
the two-year period preceding the termination of my employment with
the Company. The Company and Employee may agree to use good faith
efforts to craft a mutually-acceptable announcement regarding the
Employee’s employment termination. The restrictions of this
Section, whether in duration or scope, may be modified as set forth
in Section 7.D below.
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(2)
Non-Solicitation of Employees and
Others. The Employee agrees that for a period of twelve (12)
months, unless an adjudicator finds the twelve (12) month period to
exceed a reasonable length under the applicable circumstances, then
for a period of six (6) months immediately following the
termination of the Employee’s relationship with the Company
(i) by the Company for Cause, or (ii) by the Employee for any
reason, with or without notice, the Employee will not deliberately
directly or indirectly recruit or solicit any employee of the
Company to leave their employment with the Company, nor will the
Employee contact any supplier, vendor or contractor who conducted
business with the Company at any time during the two-year period
preceding the termination of my employment with the Company, to
terminate or adversely modify any business relationship with the
Company or not to proceed with, or enter into, any business
relationship with the Company, nor shall the Employee otherwise
interfere with any business relationship between the Company and
any such franchisee, joint venture, supplier, vendor or contractor.
The restrictions of this Section, whether in duration or scope, may
be modified as set forth in Section 7.D below.
C.
Acknowledgements. The Employee
acknowledges that the Employee shall derive significant value from
the Company's agreement to provide the Employee with Company
Confidential Information to enable the Employee to optimize the
performance of the Employee’s duties to the Company. The
Employee further acknowledges that the Employee’s fulfillment
of the obligations contained in this Agreement, including, but not
limited to, the Employee’s obligation neither to disclose nor
to use Company Confidential Information other than for the
Company's exclusive benefit and the Employee’s obligations
not to compete and not to solicit contained in subsections (A) and
(B) above, is necessary to protect Company Confidential Information
and, consequently, to preserve the value and goodwill of the
Company. The Employee also acknowledges the duration, geographic
and scope limitations of the Employee’s obligations under
subsections (A) and (B) above are fair and reasonable in all
respects, and are narrowly tailored to protect the Company’s
legitimate business interests, especially in light of the Company's
nationwide and international business dealings and its need to
protect Company Confidential Information and the scope and nature
of the Company's business, and that the Employee shall not be
precluded from gainful employment if the Employee is obligated not
to compete with the Company or solicit its customers, employees, or
others during the period and within the Territory as described
above.
D.
Separate Covenants. The covenants
contained in Sections 7.A and 7.B, above, will be construed as a
series of separate covenants. If an adjudicator finds the duration,
geography or scope of any of the restrictions set forth in Sections
7.A or 7.B, above, to be unreasonable under the applicable
circumstances, then the adjudicator may remove such restriction in
favor of an alternative restriction written into the subsection. If
an adjudicator finds any alternative restriction to be unreasonable
under the circumstances, or no alterative restriction is written,
then the Employee and the Company expressly agree that unreasonable
restriction may be removed by the adjudicator, and if appropriate,
modified to one that the adjudicator believes is reasonable in
light of the circumstances and consideration paid in Section 7.E,
below. In the event that the adjudicator does not exercise the
power granted to it in the prior sentences that allow for
modification of the time limits and/or Territory, the Company and
Employee agree to replace such invalid or unenforceable term or
provision with a valid and enforceable term or provision that will
achieve, to the extent possible, the economic, business and other
purposes of such invalid or unenforceable term.
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E.
Additional Consideration. As additional
consideration supporting the provisions of this Agreement, and
particularly for the restrictions set forth in Sections 7.A and
7.B, above, the Company has issued ________ stock options to the Employee
on December 14, 2020. The Employee understands that this
consideration is not otherwise owed to Employee, but is granted in
exchange for Employee’s agreement with the provisions and
covenants of this Agreement.
8.
Conflict of Interest Guidelines
The
Employee agrees to diligently adhere to all policies of the Company
adopted during the Employee’s employment, and recognize that
these policies may be revised from time to time during the
Employee’s employment.
9. Dispute
Resolution
Any
dispute concerning this Agreement for the employment relationship
shall be resolved through arbitration conducted by the American
Arbitration Association (“AAA”) and according to the
AAA’s Employment Arbitration Rules then in effect or, if the
Employment Arbitration Rules are no longer in effect, then
according to the AAA’s commercial dispute resolution
procedures. The arbitration shall proceed in Arizona unless the
Company and Employee (the “Parties”) agree to an
alternative forum. The prevailing party in any dispute pertaining
to this Agreement shall be entitled to recover its/his costs and
attorney's fees. The Employee understands that an application for
injunctive relief may, however, be filed in Arizona state and
federal courts as set forth in Section 10.A, below.
10.
Miscellaneous
A.
Governing Law; Consent to Personal
Jurisdiction. This Agreement will be
governed by the laws of the State of Arizona without regard to
Arizona’s conflicts-of-law rules that may result in the
application of the laws of any jurisdiction other than Arizona. To
the extent that any lawsuit is permitted or filed relating to this
Agreement, I hereby expressly consent to the personal and exclusive
jurisdiction and venue of the state and federal courts located in
Arizona.
B.
Assignability. The rights and
obligations under this Agreement are personal and not assignable by
either party. The parties may agree to assign rights, but only in
writing and only before the rights are attempted to be
assigned.
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C.
Entire Agreement. This Agreement sets
forth the entire agreement and understanding between the Parties
with respect to the subject matter herein and supersedes all prior
written and oral agreements, discussions, or representations. For
clarification, this Agreement is in addition to and shall in no way
be construed as amending, superseding, limiting or otherwise
impacting the restrictive covenants, including the non-competition
and non-solicitation provisions contained in that certain Asset
Purchase Agreement, dated concurrently herewith, by and between
NSENA Inc., Xxxxx Xxxxxxx as a Seller Stockholder and the Company.
Any subsequent change or changes in the Employee’s duties,
salary, compensation, conditions or any other terms of employment
will not affect the validity or scope of this
Agreement.
D.
Headings. Headings are used in this
Agreement for reference only and shall not be considered when
interpreting this Agreement.
E.
Severability. If a court or other body
of competent jurisdiction finds, or the Parties mutually believe,
any provision of this Agreement, or portion thereof, to be invalid
or unenforceable, such provision will be enforced to the maximum
extent permissible so as to effect the intent of the Parties, and
the remainder of this Agreement will continue in full force and
effect.
F.
Modification, Waiver. No modification
of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in a writing signed
by a person authorized by the Board of Directors and the Employee.
Waiver by the Company of a breach of any provision of this
Agreement will not operate as a waiver of any other or subsequent
breach.
11.
Protected Activity Not Prohibited
The
Employee understands that nothing in this Agreement limits or
prohibits the Employee from filing a charge or complaint with, or
otherwise communicating or cooperating with or participating in any
investigation or proceeding that may be conducted by, any federal,
state or local government agency or commission, including the
Securities and Exchange Commission, the Equal Employment
Opportunity Commission, the Occupational Safety and Health
Administration, and the National Labor Relations Board ("Government
Agencies"), including disclosing documents or other information as
permitted by law, without giving notice to, or receiving
authorization from, the Company. Notwithstanding, in making any
such disclosures or communications, the Employee agrees to take all
reasonable precautions to prevent any unauthorized use or
disclosure of any information that may constitute Company
Confidential Information to any parties other than the Government
Agencies. The Employee further understands that the Employee is not
permitted to disclose the Company's attorney-client privileged
communications or attorney work product. In addition, the Employee
hereby acknowledges that the Company has provided the Employee with
notice in compliance with the Defend Trade Secrets Act of 2016
regarding immunity from liability for limited disclosures of trade
secrets. The full text of the notice is attached in Exhibit
B.
(Signature Page Follows)
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IN
WITNESS THEREOF, the Parties hereto each acting with understanding
and proper authority do hereby execute this Agreement effective as
of December 14, 2020.
EMPLOYEE: _______________
Signature:
_____________________________
Date:
_________________________________
Signature:
________________________
Name:
XXXXX X XXXXXX
Title:
CFO
Date:
____________________________
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EXHIBIT A
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
|
Title
|
Date
|
Identifying
Number or Brief Description
|
|
|
|
|
EMPLOYEE, attests:
__ No
inventions or improvements
__
Additional Sheets Attached
Signature:
________________________
Date:
____________________
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EXHIBIT B
SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016
Pursuant
to the Defend Trade Secrets Act of 2016, Employee understands
that:
An individual may not be held criminally or civilly liable for any
federal or state trade secret law for the disclosure of a trade
secret that: (A) is made (i) in confidence to a federal,
state, or local government official, either directly or indirectly,
or to an attorney; and (ii) solely for the purpose of reporting or
investigating a suspected violation of law; or (B) is made in a
complaint or other document that is filed under seal in a lawsuit
or other proceeding.
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