Future Cooperation; Privilege Clause Samples

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Future Cooperation; Privilege. The Parties acknowledge and agree that Executive has been integrally involved in many sensitive legal matters on behalf of Hilton during the term of his employment. Subject to Executive’s ongoing personal and professional obligations following the Separation Date, Executive agrees to be reasonably available to Hilton from and after the Separation Date to provide assistance and legal advice in connection with matters arising during the term of Executive’s employment by Hilton. All expenses incurred by Executive in connection with such assistance shall be paid or reimbursed by Hilton, including Executive’s reasonable attorneys’ fees incurred in connection with such cooperation. It is the intention of the Parties that all communications between Hilton and Executive with respect to such matters shall be privileged and confidential to Hilton. WHEREFORE, the Parties hereto have caused this Agreement to be signed as of the date written below. Dated: October 26, 2012, McLean, Virginia /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Human Resources Officer /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ 1. During the Advisory Period: a. Executive will continue in the employment of Hilton, at a rate of pay equal to his base salary rate on the Transition Date paid in accordance with the normal payroll practices of the Company, and Executive continue to be eligible to participate in the medical, health, and welfare benefit insurance plans in which Executive participated on the Transition Date. Additionally, Executive will continue to vest in his equity grants through April 30, 2013, whether or not the Separation Date occurs prior to such date. ▇. ▇▇▇▇▇▇ will provide Executive with access to an office and secretarial support. c. Executive can participate in the Senior Executive Travel Program as described in the original offer letter from November 2008. 2. Following the Advisory Period, Executive will be entitled to keep the cellular phone, iPad and computer provided to the Executive by Hilton, provided, that Executive will be responsible for transferring the voice, data, and text message plan and the phone number associated with such device to his own account effective on or prior to the last day of the Advisory Period, and Hilton shall have no further responsibility in respect of any usage rates and fees associated with such device. 3. Following the Advisory Period, Executive will be entitled to lifetime benefits in the Hilto...
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Future Cooperation; Privilege. The Parties acknowledge and agree that Executive has been integrally involved in many sensitive legal matters on behalf of Hilton during the term of his employment. Subject to Executive’s ongoing personal and professional obligations following the Separation Date, Executive agrees to be reasonably available to Hilton from and after the Separation Date to provide assistance and legal advice in connection with matters arising during the term of Executive’s employment by Hilton. All expenses incurred by Executive in connection with such assistance shall be paid or reimbursed by Hilton, including Executive’s reasonable attorneys’ fees incurred in connection with such cooperation. It is the intention of the Parties that all communications between Hilton and Executive with respect to such matters shall be privileged and confidential to Hilton. [Signature page follows] WHEREFORE, the Parties hereto have caused this Agreement to be signed as of the date written below. Dated: September 25, 2013 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ WORLDWIDE, INC. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Human Resources Officer /s/ ▇▇▇▇ ▇▇▇▇▇ BH HOTELS HOLDCO LLC Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Appendix I Covenants Regarding Competitive Conduct, Confidentiality, Intellectual Property Executive acknowledges and recognizes the highly competitive nature of the businesses of Hilton and Holdings (collectively, the “Company”) and their respective affiliates and accordingly agrees as follows:
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Future Cooperation; Privilege. The Parties acknowledge and agree that Executive has been integrally involved in many sensitive legal matters on behalf of Hilton during the term of his employment. Subject to Executive’s ongoing personal and professional obligations following the Separation Date, Executive agrees to be reasonably available to Hilton from and after the Separation Date to provide assistance and legal advice in connection with matters arising during the term of Executive’s employment by Hilton. All expenses incurred by Executive in connection with such assistance shall be paid or reimbursed by Hilton, including Executive’s reasonable attorneys’ fees incurred in connection with such cooperation. It is the intention of the Parties that all communications between Hilton and Executive with respect to such matters shall be privileged and confidential to Hilton. WHEREFORE, the Parties hereto have caused this Agreement to be signed as of the date written below. Dated: September 25, 2013 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Human Resources Officer /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive acknowledges and recognizes the highly competitive nature of the businesses of Hilton and Holdings (collectively, the “Company”) and their respective affiliates and accordingly agrees as follows:
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Related to Future Cooperation; Privilege

  • Future Cooperation Each of the parties hereto agrees to cooperate at all times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, releases, assumptions, amendments of the Agreement, notifications and other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Agreement.

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Tax Cooperation The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes relating to the Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Seller and the Buyer agree to retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Effective Time until the expiration of the statute of limitations of the respective tax periods and to abide by all record retention agreements entered into with any taxing authority.

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

  • Further Assurances and Cooperation Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Parties may reasonably request to effect the terms of this Agreement.