Common use of Assignment and Successions Clause in Contracts

Assignment and Successions. No party shall transfer or assign this Agreement, or any right or obligation under it, by operation of law or otherwise, to any person or entity without the prior written consent of the other party and any such attempted assignment shall be void; provided, however, that each party may assign this Agreement and any of its rights and obligations under it to its parent, subsidiaries and affiliates without such written consent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party, unless terminated as provided herein. EXHIBIT I PERSONAL CONFIDENTIALITY AGREEMENT The nature of your work at Administaff of Texas, Inc. ("ASF") for American Express Travel Related Services, Inc., and its affiliates (collectively "AMEX") involves your access to trade secrets, confidential information, files, records and forms of AMEX and/or ASF (collectively "Confidential Information"). Confidential Information includes, but is not limited to, any information relating to AMEX or ASF organizational structure, marketing philosophy and objectives, project plans, data models, strategy and vision statements, business initiatives, business requirements, systems design, methodologies, processes, competitive advantages and disadvantages, financial results, product features, systems, operations, technology, customer lists, customer account information, products development, advertising or sales programs and any other information which would give AMEX or ASF an opportunity to obtain an advantage over its competitors or which AMEX or ASF is ethically obligated to protect from unauthorized sources. None of such information shall be deemed to be in the public domain. Both AMEX and ASF desire to protect this Confidential Information and therefore requires that you agree, as a condition of your performing services on the AMEX project pursuant to AMEX's agreement with ASF, to safeguard all Confidential Information and not to reveal Confidential Information to any third party (including, without limitation, at conferences, seminars, meetings or professional organizations or by publications in journals or granting of interviews to journalists and other members of the news media) or use Confidential Information for your own benefit or the benefit of any third party, except to the extent necessarily required for the performance of your services for the AMEX project. You agree not to discuss Confidential Information of AMEX or ASF in public places. You agree that any work product produced or developed by you in the performance of your services for AMEX and ASF shall be Confidential Information subject to this Agreement and such work product is, and shall remain, the property of AMEX and/or ASF. You also agree to help safeguard AMEX's and ASF's customers' expectations of privacy by exercising diligence and care in the handling of Confidential Information relating to them, as more fully explained in the AMEX Data Access Document. By signing below, you indicate that you understand the above terms and that, as a condition of performing Services for the AMEX project, you agree to adhere to them. -------------------------------------- Your Signature -------------------------------------- ------------------------------ Print Your Name Date 42 EXHIBIT J NON-DISCLOSURE [Subcontractor/Agent/Representative Name] ("Receiving Party") agrees that Receiving Party is aware that American Express Travel Related Services, Inc. ("AMEX") and Administaff of Texas, Inc. ("ASF") have entered into a Marketing Agreement ("Agreement") that imposes certain obligations on ASF, some of which are specifically set forth below. Receiving Party understands that as part of ASF's obligations under the Agreement, ASF is required to obtain this written agreement from Receiving Party to further ensure understanding and compliance with these obligations.

Assignment and Successions. No party shall transfer or assign this Agreement, or any right or obligation under it, by operation of law or otherwise, to any person or entity without the prior written consent of the other party and any such attempted assignment shall be void; provided, however, that each party may assign this Agreement and any of its rights and obligations under it to its parent, subsidiaries and affiliates without such written consent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party, unless terminated as provided herein. EXHIBIT I PERSONAL CONFIDENTIALITY AGREEMENT The nature of your work at Administaff of Texas, Inc. ("ASF") for American Express Travel Related Services, Inc., and its affiliates (collectively "AMEX") involves your access to trade secrets, confidential information, files, records and forms of AMEX and/or ASF (collectively "Confidential Information"). Confidential Information includes, but is not limited to, any information relating to AMEX or ASF organizational structure, marketing philosophy and objectives, project plans, data models, strategy and vision statements, business initiatives, business requirements, systems design, methodologies, processes, competitive advantages and disadvantages, financial results, product features, systems, operations, technology, customer lists, customer account information, products development, advertising or sales programs and any other information which would give AMEX or ASF an opportunity to obtain an advantage over its competitors or which AMEX or ASF is ethically obligated to protect from unauthorized sources. None of such information shall be deemed to be in the public domain. Both AMEX and ASF desire to protect this Confidential Information and therefore requires that you agree, as a condition of your performing services on the AMEX project pursuant to AMEX's agreement with ASF, to safeguard all Confidential Information and not to reveal Confidential Information to any third party (including, without limitation, at conferences, seminars, meetings or professional organizations or by publications in journals or granting of interviews to journalists and other members of the news media) or use Confidential Information for your own benefit or the benefit of any third party, except to the extent necessarily required for the performance of your services for the AMEX project. You agree not to discuss Confidential Information of AMEX or ASF in public places. You agree that any work product produced or developed by you in the performance of your services for AMEX and ASF shall be Confidential Information subject to this Agreement and such work product is, and shall remain, the property of AMEX and/or ASF. You also agree to help safeguard AMEX's and ASF's customers' expectations of privacy by exercising diligence and care in the handling of Confidential Information relating to them, as more fully explained in the AMEX Data Access Document. By signing below, you indicate that you understand the above terms and that, as a condition of performing Services for the AMEX project, you agree to adhere to them. -------------------------------------- ---------------------------------------------------- Your Signature -------------------------------------- ------------------------------ ----------------------------------------------------- ----------------- Print Your Name Date -39- 42 EXHIBIT J NON-DISCLOSURE [Subcontractor/Agent/Representative Name] ("Receiving Party") agrees that Receiving Party is aware that American Express Travel Related Services, Inc. ("AMEX") and Administaff of Texas, Inc. ("ASF") have entered into a Marketing Agreement ("Agreement") that imposes certain obligations on ASF, some of which are specifically set forth below. Receiving Party understands that as part of ASF's obligations under the Agreement, ASF is required to obtain this written agreement from Receiving Party to further ensure understanding and compliance with these obligations.

Assignment and Successions. No party shall transfer or assign this Agreement, or any right or obligation under it, by operation of law or otherwise, to any person or entity without the prior written consent of the other party and any such attempted assignment shall be void; provided, however, that each party may assign this Agreement and any of its rights and obligations under it to its parent, subsidiaries and affiliates without such written consent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party, unless terminated as provided herein. EXHIBIT I PERSONAL CONFIDENTIALITY AGREEMENT The nature of your work at Administaff of Texas, Inc. ("ASF") for American Express Travel Related Services, Inc., and its affiliates (collectively "AMEX") involves your access to trade secrets, confidential information, files, records and forms of AMEX and/or ASF (collectively "Confidential Information"). Confidential Information includes, but is not limited to, any information relating to AMEX or ASF organizational structure, marketing philosophy and objectives, project plans, data models, strategy and vision statements, business initiatives, business requirements, systems design, methodologies, processes, competitive advantages and disadvantages, financial results, product features, systems, operations, technology, customer lists, customer account information, products development, advertising or sales programs and any other information which would give AMEX or ASF an opportunity to obtain an advantage over its competitors or which AMEX or ASF is ethically obligated to protect from unauthorized sources. None of such information shall be deemed to be in the public domain. Both AMEX and ASF desire to protect this Confidential Information and therefore requires that you agree, as a condition of your performing services on the AMEX project pursuant to AMEX's agreement with ASF, to safeguard all Confidential Information and not to reveal Confidential Information to any third party (including, without limitation, at conferences, seminars, meetings or professional organizations or by publications in journals or granting of interviews to journalists and other members of the news media) or use Confidential Information for your own benefit or the benefit of any third party, except to the extent necessarily required for the performance of your services for the AMEX project. You agree not to discuss Confidential Information of AMEX or ASF in public places. You agree that any work product produced or developed by you in the performance of your services for AMEX and ASF shall be Confidential Information subject to this Agreement and such work product is, and shall remain, the property of AMEX and/or ASF. You also agree to help safeguard AMEX's and ASF's customers' expectations of privacy by exercising diligence and care in the handling of Confidential Information relating to them, as more fully explained in the AMEX Data Access Document. By signing below, you indicate that you understand the above terms and that, as a condition of performing Services for the AMEX project, you agree to adhere to them. -------------------------------------- ---------------------------------------------------- Your Signature -------------------------------------- ------------------------------ ----------------------------------------------------- ----------------- Print Your Name Date 42 EXHIBIT J NON-DISCLOSURE [Subcontractor/Agent/Representative Name] ("Receiving Party") agrees that Receiving Party is aware that American Express Travel Related Services, Inc. ("AMEX") and Administaff of Texas, Inc. ("ASF") have entered into a Marketing Agreement ("Agreement") that imposes certain obligations on ASF, some of which are specifically set forth below. Receiving Party understands that as part of ASF's obligations under the Agreement, ASF is required to obtain this written agreement from Receiving Party to further ensure understanding and compliance with these obligations.