PIIA. You have previously executed the Company’s Proprietary Information and Inventions Assignment Agreement, which is attached hereto as Exhibit B (“PIIA”), and you hereby reaffirm your agreements and obligations thereunder.
PIIA. “PIIA” means the Proprietary Information and Inventions Agreement (or similar type agreement) between Executive and the Company.
PIIA. Executive acknowledges and agrees that all compensation paid to Executive by the Company pursuant to this Agreement is conditioned upon Executive signing a Proprietary Information and Inventions Agreement in the form attached hereto as Exhibit A, which is incorporated herein by this reference. Executive hereby covenants to abide by the terms and conditions of the PIIA, including, but not limited to, the assignment of inventions and confidentiality provisions of the PIIA.
PIIA. Employee and the Company have executed the Company’s proprietary information and inventions agreement, a copy of which is attached to this Agreement as Exhibit B and incorporated herein by reference (the “PIIA”). The Company shall be entitled to cease all severance payments to Employee in the event of his or his or her breach of this Section 3.
PIIA. You have previously executed the Company’s Proprietary Information and Inventions Assignment Agreement, which is attached hereto as Exhibit C (“PIIA”), and agree that you shall continue to be bound by the terms and conditions of the PIIA. Notwithstanding any other provision in the PIIA or any other agreement between you and the Company, Company Confidential Information shall not include any information that (i) is or becomes generally used in the industry or publicly available through lawful means and absent any wrongful conduct by you or others; (ii) any information that was known by you or lawfully in your possession prior to your employment with the Company; and (iii) is independently developed or lawfully disclosed to you by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect to such information.
PIIA. Executive acknowledges and agrees that Executive and the Company executed a Proprietary Information, Inventions, Non-Solicitation and Non-Competition Agreement dated October 14, 2016 (the “PIIA”) and that the PIIA shall remain in full force and effect in accordance with its terms throughout Executive’s employment hereunder, and thereafter as set forth in the PIIA.
PIIA. You acknowledge and agree that the Proprietary Information and Inventions Agreement between you and the Company dated August 30, 2019 (the “PIIA”) shall remain in full force and in effect in accordance its terms, and your obligations and duties thereunder are not in any way superseded by this Letter Agreement; provided, that the non-solicitation and non-competition covenants set forth in Section 1 of Exhibit E thereto shall continue to apply until the earlier of a Change of Control or December 31, 2023.
PIIA. Executive hereby expressly reaffirms her obligations under the Company’s Proprietary Information and Inventions Assignment Agreement between Executive and the Company, which is attached hereto as Exhibit B and incorporated herein by reference (“PIIA”), and agrees that such obligations shall survive the Termination Date. Notwithstanding any other provision in the PIIA or any other agreement between Executive and the Company, Company Confidential Information shall not include any information that (i) is or becomes generally used in the industry or publicly available through lawful means and absent any wrongful conduct by Executive or others; (ii) any information that was known by Executive or lawfully in Executive’s possession prior to Executive’s employment with the Company; and (iii) is independently developed or lawfully disclosed to Executive by a third party that is unrelated to the Company and is not bound by obligations of confidentiality to the Company with respect to such information.
PIIA. This Agreement is entered into simultaneously with but separately from the execution and delivery of the Proprietary Information and Inventions Assignment Agreement, attached hereto as Exhibit D (the “PIIA”). Nothing contained herein shall govern, control, limit, restrict, or modify the rights and obligations of the parties under the PIIA, the Merger Agreement, or any other agreements to which the Executive the Company is a party, and a breach of any other agreement shall not affect the rights and obligations of the parties under this Agreement.
PIIA. The Executive hereby acknowledges that the Executive is concurrently entering into an agreement with the Corporation, substantially in the form attached hereto as Exhibit B, containing confidentiality, intellectual property assignment, non-competition, non-solicitation and other protective covenants (the “PIIA”), that the Executive shall be bound by the terms and conditions of the PIIA, and that such agreement shall be additional to, and not in limitation of, the covenants contained in any other written agreement between the Corporation and the Executive.
