Common use of Employee Agreements Clause in Contracts

Employee Agreements. The Company will cause (a) each Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; and (b) each Key Person to enter into a one (1) year noncompetition agreement, in the substantially the form approved by the Board of Directors, including the Preferred Director. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Preferred.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreementagreement in form and substance satisfactory to the Board, including at least one of the Preferred Directors, which, in a form reasonably acceptable the case of employees, shall contain, to the Investors and their respective counsel; and (b) each Key Person to enter into extent permitted by applicable law, a one (1) year noncompetition agreement, in non-solicitation of the substantially the form approved by the Board of Directors, including the Preferred DirectorCompany’s customers and employees. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the PreferredBoard, including at least one of the Preferred Directors.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; agreement and (bii) each Key Person Employee to enter into a one (1) year noncompetition agreementand nonsolicitation agreement (to the extent permitted by law), substantially in the substantially the form approved by the Board of Directors, including one of the Preferred DirectorSeries A Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent approval by the Board of Directors, including one of the PreferredSeries A Directors.

Employee Agreements. The Company will cause (a) each Person individual now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a an individual consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; agreement and (b) each Key Person Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, or as otherwise permitted by law, substantially in the substantially the form approved by the Board of Directors, including the Preferred DirectorDirector Majority. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent approval by the Board of Directors, including the PreferredPreferred Director Majority.

Employee Agreements. The Company will cause (a) each Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information Confidential Information and/or trade secrets or who develops intellectual property for the Company to enter into a nondisclosure, nonsolicitation non-disclosure and proprietary rights invention assignment agreement, in a form reasonably acceptable to the Investors agreement and their respective counsel; and each employee (bother than those performing solely administrative duties) each Key Person to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the substantially the form approved by the Board a majority of Directors, including the Preferred DirectorDirectors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or or, subject to Section 5.3, any restricted stock security agreement between the Company and any employee, without the consent of a majority of the PreferredPreferred Directors.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; and (bii) each Key Person Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each of the foregoing agreements substantially in the substantially the form approved by the Board of Directors, including the Preferred at least one (1) Investor Director. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Preferredat least one (1) Investor Director.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary Subsidiary of the Company (or engaged by the Company or any subsidiary Subsidiary of the Company as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors agreement (which includes (i) non-competition and their respective counsel; and (b) each Key Person to enter into a one (1) year noncompetition agreementnon-solicitation provisions, in the substantially case of each senior management or equivalent level employee of the form approved by Company and (ii) non-solicitation provisions, in the Board case of Directors, including all other employees of the Preferred DirectorCompany). In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-above- referenced agreements or any restricted stock share agreement between the Company and any employee, without the consent of the PreferredInvestor Majority.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; agreement and (bii) each Key Person Employee who receives options to purchase shares of the Company’s Common Stock to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially, in the substantially the form approved by the Board of Directors, including the Preferred Director. attached hereto as Exhibit A. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the PreferredSeries A Director.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; agreement and (bii) each Key Person Employee to enter into a [one (1) )] year noncompetition and nonsolicitation agreement[, substantially in the substantially the form approved by the Board of Directors][, including in the Preferred Director. form attached hereto as Exhibit A].46 In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the [unanimous] consent of the PreferredSeries A Directors.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, agreement in a form reasonably acceptable to the Investors and their respective counsel; and (bii) each Key Person Employee (as defined in the Purchase Agreement) to enter into a one (1) year noncompetition and two (2) year nonsolicitation agreement, in a form reasonably acceptable to the substantially the form approved by the Board of Directors, including the Preferred DirectorInvestors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of (x) a majority of the PreferredSeries A Directors and (y) the Series B Director.

Employee Agreements. The Company will cause (ai) each Person now or hereafter employed by it or by any subsidiary of its subsidiaries (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; and (bii) each Key subject to the applicable Law, such Person to enter into a one (1) year noncompetition and nonsolicitation agreement, in the each case substantially in the form approved by the Board of DirectorsBoard, including the Preferred DirectorAllogene Designees and the Overland Designees. In addition, the Company shall not amend, modify, terminate, waive, or otherwise materially alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employeesuch Person, without the consent of the PreferredBoard.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; agreement and (bii) each Key Person Employee to enter into a [one (1) )] year noncompetition and nonsolicitation agreement[, substantially in the substantially the form approved by the Board of Directors][, including in the Preferred Director. form attached hereto as Exhibit A].45 In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the [unanimous] consent of the PreferredSeries A Directors.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; and (bii) each Key Person Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the substantially the form approved by the Board of Directors, including the Preferred DirectorDirector (as defined in the Voting Agreement). In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements noncompeititon and nonsolication agreement or any restricted stock agreement between the Company and any employee, without the consent of the PreferredBoard of Directors, including the Preferred Director.

Employee Agreements. The Company will cause (ai) each Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) to enter into a nondisclosure and proprietary rights assignment agreement, substantially in the form approved by the Board and provided to the Investors; and (ii) each Person now or hereafter employed by it or by any subsidiary with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation and proprietary rights assignment agreement, substantially in a form reasonably acceptable to the Investors and their respective counsel; and (b) each Key Person to enter into a one (1) year noncompetition agreement, in the substantially the form approved by the Board of Directors, including and provided to the Preferred DirectorInvestors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the PreferredBoard, which approval must include the affirmative vote of a majority of the Preferred Directors then-serving.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; and (bii) each Key Person Employee (as defined in the Purchase Agreement) to enter into a one (1) year noncompetition nonsolicitation agreement, in the substantially the a form approved by acceptable to the Board of Directors, including a majority of the Preferred DirectorDirectors then in office. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock share agreement between the Company and any employee, without the consent approval of the PreferredBoard, including a majority of the Preferred Directors then in office.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; agreement and (bii) each Key Person Employee to enter into a one (1) year noncompetition agreementand nonsolicitation agreement (to the extent permitted by applicable law), substantially in the substantially the form approved by the Board of Directors, including the Preferred DirectorSeries A Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent approval by the Board of Directors, including the PreferredSeries A Directors.

Employee Agreements. The Company will cause (ai) each Person person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure, nonsolicitation nondisclosure and proprietary rights assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; agreement and (bii) each Key Person Employee to enter into a one (1) year noncompetition noncompetition, nonsolicitation and proprietary rights assignment agreement, substantially in the substantially the form approved by the Board of Directors, including in the Preferred Director. form attached hereto as Exhibit A. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the unanimous consent of the PreferredPreferred Directors.

Employee Agreements. The Company will cause (a) each Person person now or hereafter employed by it or by any subsidiary (with access to confidential information and/or trade secrets to enter into an employment agreement containing provisions relating to non-disclosure and invention assignment in the form attached hereto as Exhibit A. The Company will cause each person now or hereafter engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets contractor to enter into a nondisclosure, nonsolicitation an independent contractor agreement containing provisions relating to non-disclosure and proprietary rights invention assignment agreement, in a form reasonably acceptable to the Investors and their respective counsel; and (b) each Key Person to enter into a one (1) year noncompetition agreement, in the substantially the form approved by the Board of Directors, including the Preferred Director. attached hereto as Exhibit B. In addition, the Company shall not amend, modify, terminate, waive, waive or otherwise alter, in whole or in part, the non-disclosure and invention assignment provisions in any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, employee without the consent of the PreferredInvestor Nominees.