Confidential Information Noncompetition and Cooperation. The terms of the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Restrictive Covenant Agreement”), between the Company and the Employee, attached hereto as Exhibit A, shall continue to be in full force and effect and are incorporated by reference in this Agreement. The Employee hereby reaffirms the terms of the Restrictive Covenant Agreement as material terms of this Agreement.
Confidential Information Noncompetition and Cooperation. The Executive agrees to terms of the Assignment of Invention, Nondisclosure and Noncompetition Agreement (“Restrictive Covenant Agreement”) attached hereto, the terms of which are hereby incorporated by reference as material terms of this Agreement. Nothing in this Agreement or the Restrictive Covenant Agreement, and nothing in any policy or procedure, in any other confidentiality, employment, separation agreement or in any other document or communication from the Company limits the Executive’s ability to file a charge or complaint with any government agency concerning any acts or omissions that the Executive may believe constitute a possible violation of federal or state law or making other disclosures that are protected under the whistleblower provisions of applicable federal or state law regulation or affects the Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by a government agency, including by providing documents or other information, without notice to the Company. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Confidential Information Noncompetition and Cooperation. (a) The Executive agrees to continue to comply with the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement attached hereto as Exhibit A (“Proprietary Information Agreement”), the terms of which are hereby incorporated by reference into Section 7 of this Agreement.
Confidential Information Noncompetition and Cooperation. The Executive agrees that he continues to be bound by the terms of the Confidentiality Agreement.
(a) The Executive agrees that all property (including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts and computer-generated materials) furnished to or created or prepared by the Executive incident to the Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of the Executive’s employment.
(b) Upon termination of the Executive’s employment, the Executive shall be deemed to have resigned from any and all offices and directorships then held with the Company and its affiliates. Following any termination of employment, the Executive shall reasonably cooperate with the Company (i) in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees, and (ii) in the defense of any action brought by any third party against the Company that relates to the Executive’s employment by the Company; provided, that in each case the Company shall reimburse the Executive for any reasonable and documented out-of-pocket fees and expenses incurred by the Executive in connection with such cooperation.
(c) The Executive acknowledges that in the course of the Executive’s employment with the Company, the Executive will become familiar with the Company’s and its affiliates’ trade secrets and with other confidential and proprietary information and that the Executive’s services will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, the Executive agrees that the Executive shall not, during the Term and for a period of one (1) year thereafter, directly or indirectly, either for himself or for any other person or entity or otherwise, (i) participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization), engaged, anywhere within North America at the time of termination (the “Restricted Territory”), in the business of developing or commercializing controlled release, ion exchange resin based pharmaceutical products, or any other business in which the Executive would be required to employ, reveal or otherwise utilize trade secrets of the Company and its affiliates used prior to termination that may result in a material injury to the Company (with it being understood that the term “participate in” shall include, without limitation, ha...
Confidential Information Noncompetition and Cooperation. The Executive agrees to terms of the Assignment of Invention, Nondisclosure and Noncompetition Agreement (“Restrictive Covenant Agreement”) attached hereto as Exhibit A, the terms of which are hereby incorporated by reference as material terms of this Agreement.
Confidential Information Noncompetition and Cooperation. As a material term of this Agreement, the Executive hereby reaffirms the Globoforce Noncompetition Nondisclosure and Developments Agreement that Executive entered into with the Company (“Employee Agreement”) attached hereto as Exhibit A, the terms of which are hereby incorporated by reference as material terms of this Agreement. You acknowledge and agree that, for purposes of the Employee Agreement, the Company shall include the Company, the Parent and affiliated entities.
Confidential Information Noncompetition and Cooperation. (a) The terms of the Confidentiality and IP Assignment Agreement (the “Restrictive Covenant Agreement”), between the Company and the Executive, attached hereto as Exhibit A, shall continue to be in full force and effect and are incorporated by reference in this Agreement. The Executive hereby reaffirms the terms of the Restrictive Covenant Agreement as material terms of this Agreement.
Confidential Information Noncompetition and Cooperation. The Executive agrees to the terms of the Non-Solicitation, Non-Competition, Confidentiality and Assignment Agreement, dated as of November 22, 2014, by and between the Company and the Executive (the “Restrictive Covenant Agreement”), the terms of which are hereby are incorporated by reference as material terms of this Agreement.
Confidential Information Noncompetition and Cooperation. The Executive understands that the restrictions set forth in this Section 7 are intended to protect the Employer's interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose and, further, that the restrictions and obligations of this Section 7 shall continue and be effective without regard to any actual or alleged breach of this Agreement.
Confidential Information Noncompetition and Cooperation. (a) The Executive agrees to comply with the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement attached hereto as Exhibit D (“Proprietary Information Agreement”), the terms of which are hereby incorporated by reference into Section 7 of this Agreement. For the avoidance of doubt, whenever the Executive is acting as a non-employee director of another company the Company agrees not to allege or claim that the Executive has violated Section 3 of the Proprietary Information Agreement unless the Executive has actual knowledge of any prohibited solicitation or hiring of employees. To the extent that any term in the Proprietary Information Agreement conflicts with this Agreement, this Agreement shall control.
