Confidentiality, Non-Competition and Intellectual Property. For purposes of this Section 10, the Company shall be construed to include the Company, Parent and their respective subsidiaries and affiliates. In consideration of the premises and mutual promises contained herein, and for other good and valuable consideration, including substantial amounts obtained as a result of the Merger, the receipt and adequacy of which are hereby acknowledged, and in recognition of the confidential information, trade secrets, contracts, relationships, and goodwill concerning the Business (defined below) conducted by the Company and affiliates that has been acquired by Consultant by reason of his employment in, operation and ownership of, leadership in, and training from Company regarding the Business, the use or disclosure of which would cause Company substantial loss, including diminishment of the purchased goodwill that is the subject of the Merger Agreement, and would place the Company at a competitive disadvantage, the parties hereby agree as follows:
Confidentiality, Non-Competition and Intellectual Property. Execution of this Agreement is subject to the Employee signing a Confidentiality, Non-Competition and Intellectual Property Agreement with the Company in the form attached hereto as Exhibit C.
Confidentiality, Non-Competition and Intellectual Property. The Executive warrants and undertakes that for as long as he is employed by the Company, and upon termination of employment thereafter, for any reason, he shall maintain in complete confidence any matters that relate to the Company, its affairs and/or business, including regarding the terms and conditions of his employment pursuant to this Agreement, and that he shall not harm its goodwill or reputation, and he agrees to the provisions of the confidentiality, non-competition and intellectual property clauses as specified below. The Executive’s obligations pursuant to this Section derive from his status and his position in the Company, along with all matters connected therewith, and the terms and conditions of the Executive’s employment pursuant to this Agreement, including his Salary, have been determined in part, inter alia, in consideration of this undertaking and constitute sufficient consideration for his obligations hereunder.
Confidentiality, Non-Competition and Intellectual Property. THE EXECUTIVE AGREES TO BE BOUND BY, AND SHALL HAVE EXECUTED AND DELIVERED TO THE COMPANY, THE PROPRIETARY INFORMATION, NON-COMPETE AND PROTECTION OF INTELLECTUAL PROPERTY UNDERTAKING, SUBSTANTIALLY IN THE FORM OF EXHIBIT B hereto.
Confidentiality, Non-Competition and Intellectual Property. The Executive agrees to be bound by, and shall have executed and delivered to the Company, the Confidential Information, Non-Compete and Invention Assignment Agreement, substantially in the form of Exhibit B hereto.
Confidentiality, Non-Competition and Intellectual Property. Simultaneously with the signing of this Agreement the Employee shall sign the Non-Disclosure, Unfair Competition and Ownership of Inventions Undertaking in favor of the Company, attached hereto as Appendix A.
Confidentiality, Non-Competition and Intellectual Property. Each of the Consultant and Xxxxx agrees during the term of this Agreement and thereafter to be bound by, and shall have executed and delivered to the Company, the Proprietary Information, Non-Compete and Protection of Intellectual Property Undertaking, substantially in the form of Exhibit A hereto.
Confidentiality, Non-Competition and Intellectual Property. The Employee undertakes to maintain the provisions set forth below.
Confidentiality, Non-Competition and Intellectual Property. Along with the Employee’s signing of this Agreement, the Employee shall sign the Confidentiality, Non-Competition and Intellectual Property Agreement, attached hereto as Exhibit B, which constitutes an integral and indivisible part of this Agreement and contains confidentiality, non-compete and intellectual property obligations. The signing of Exhibit B is an essential condition for the validity of this Agreement, and the absence of Employee’s signature from Exhibit B shall preclude this Agreement from becoming effective.
Confidentiality, Non-Competition and Intellectual Property. As part of the consideration of this Agreement, the parties agree that the Executive Confidentiality and Non-Competition Agreement between Xxxxxxxxxx and the Company, dated February 17, 2011 and attached hereto (the “Confidentiality and Non-Competition Agreement”), shall remain in full force and effect except as modified by this Section 7. The parties further agree that:
