Common use of Termination Certificate Clause in Contracts

Termination Certificate. This is to certify that I do not have in my possession, nor have I failed to return, any and all works of original authorship, domain names, original registration certificates, photographs, negatives, digital images, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, or other documents or property, or reproductions of any aforementioned items, belonging to Hydrofarm, LLC and its subsidiaries, affiliates, successors or assigns (collectively, the "Company"). I further certify that I have complied with all the terms of the Company's Proprietary Information and Inventions Agreement signed by me (the "Agreement"), including the reporting of any Intellectual Property (as defined therein) conceived or made by me (solely or jointly with others) covered by the Agreement. I further agree that, in compliance with the Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, methods, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I agree that for twelve (12) months from this date, I will not to divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the prior twelve (12)- month period, nor will I solicit or attempt to induce any customer, supplier, partner or other person or entity with whom the Company has, or is attempting to establish, a commercial relationship to cease or refrain from doing business with the Company or to alter its relationship with the Company in any way adverse to the Company. I agree that for twelve (12) months from this date, I will not (a) make any false, misleading or disparaging representations or statements with regard to the Company or the products or services of the Company to any third party or (b) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation of the Company.] I further agree that for twelve (12) months from this date, I will not solicit the employment of any person who will then be employed by the Company (as an employee or consultant) or who will have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all as provided more fully in the Agreement. Dated: By: Name: Dated: By: Name: SCHEDULE 1 PRE-EXISTING WORK PRODUCT EXHIBIT B

Appears in 1 contract

Samples: Unit Award Agreement (Hydrofarm Holdings Group, Inc.)

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Termination Certificate. This is to certify that that, except as permitted by the Employment Agreement (as defined below) I do not have in my possession, nor have I failed to return, any and all software, inventions, designs, works of original authorship, domain namescopyrightable works, original registration certificatesformulas, photographsdata, negativesmarketing plans, digital imagesforecasts, product concepts, marketing plans, strategies, forecasts, devices, records, data, notes, reports, proposals, customer lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipmentpatent applications, or continuation applications, continuation in‑part applications, divisional applications, other documents or property, or reproductions of any aforementioned items, items belonging to HydrofarmDYADIC INTERNATIONAL, LLC and INC. (the “Company”), or its subsidiaries, affiliates, successors or assigns (collectively, the "Company")assigns. I further certify that I have complied with all the terms of the Company's Proprietary Information Employment Agreement dated as of November 1, 2021 between the Company and Inventions Agreement signed by me (as the "same may be amended, restated or otherwise modified, the “Employment Agreement"), including relating to the reporting of any Intellectual Property (as defined therein) Work Product conceived or made by me (solely or jointly with others) covered by the Employment Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Employment Agreement. I further agree that, acknowledge that the provisions of the Employment Agreement relating to Confidential Information continue in compliance with effect beyond the termination of the Employment Agreement, as set forth therein. Finally, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information further acknowledge that the provisions of the Employment Agreement relating to products, processes, methods, knowmy (i) anti‑pirating and (ii) non-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I agree that for twelve interference and (12iii) months from this date, I will not to divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the prior twelve (12)- month period, nor will I solicit or attempt to induce any customer, supplier, partner or other person or entity with whom the Company has, or is attempting to establish, a commercial relationship to cease or refrain from doing business with the Company or to alter its relationship with the Company in any way adverse non-competition covenants to the Company, also remain in effect following the date of my termination of employment with the Company. I agree that for twelve (12) months from this dateDate: Employee: Xxxxxx Xxxxxxxx EXHIBIT B GENERAL RELEASE I, I will not (a) make any falseXXXXXX XXXXXXXX, misleading or disparaging representations or statements with regard in consideration of and subject to the Company performance by DYADIC INTERNATIONAL, INC., a Delaware corporation (the “Company”), of its material obligations under the Employment Agreement, dated as of November 1, 2021 (as the same may be amended, restated or otherwise modified, the products or services “Agreement”), do hereby release and forever discharge as of the date hereof the Company to any third party or (b) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company, and their direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.] I further agree that for twelve (12) months from this date, I will not solicit the employment of any person who will then be employed by the Company (as an employee or consultant) or who will have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all as provided more fully in the Agreement. Dated: By: Name: Dated: By: Name: SCHEDULE 1 PRE-EXISTING WORK PRODUCT EXHIBIT B

Appears in 1 contract

Samples: Employment Agreement (Dyadic International Inc)

Termination Certificate. This is to certify that that. except as permitted by the Employment Agreement (as defined below) I do not have in my possession, nor have I failed to return, any and all software, inventions, designs. works of original authorship, domain namescopyrightable works, original registration certificatesformulas, photographsdata, negativesmarketing plans, digital imagesforecasts, product concepts, marketing plans, strategies, forecasts, devices, records, data, notes, reports, proposals, . customer lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipmentpatent applications, or continuation applications, continuation in-part applications, divisional applications, other documents or property, or reproductions of any aforementioned items, items belonging to HydrofarmDYADIC INTERNATIONAL, LLC and its subsidiaries, affiliates, successors or assigns INC. (collectively, the "Company"'), or its successors or assigns. I further certify that I have complied with all the terms of the Company's Proprietary Information Employment Agreement dated as of April 29, 2013 between the Company and Inventions Agreement signed by me (as the same may be amended, restated or otherwise modified, the "Employment Agreement"), including relating to the reporting of any Intellectual Property (as defined therein) Work Product conceived or made by me (solely or jointly with others) covered by the Employment Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Employment Agreement. I further agree that, acknowledge that the provisions of the Employment Agreement relating to Confidential Information continue in compliance with effect beyond the termination of the Employment Agreement, as set forth therein. Finally, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information further acknowledge that the provisions of the Employment Agreement relating to productsmy (i) anti-pirating, processes, methods, know(ii) non-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I agree that for twelve interference and (12iii) months from this date, I will not to divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the prior twelve (12)- month period, nor will I solicit or attempt to induce any customer, supplier, partner or other person or entity with whom the Company has, or is attempting to establish, a commercial relationship to cease or refrain from doing business with the Company or to alter its relationship with the Company in any way adverse non-competition covenants to the Company, also remain in effect following the date of my termination of employment with the Company. I agree that for twelve (12) months from this dateDate: Employee EXHIBIT B GENERAL RELEASE I, I will not (a) make any falseDania Xxxx Xxxxxx, misleading or disparaging representations or statements with regard in consideration of and subject to the Company performance by DYADIC INTERNATIONAL, INC., a Delaware corporation (the "Company"), of its material obligations under the Employment Agreement, dated as of April 29, 2013 (as the same may be amended, restated or otherwise modified, the products or services Agreement), do hereby release and forever discharge as of the date hereof the Company to any third party or (b) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company, and their direct or indirect owners (collectively, the "Released Parties") to the extent provided below.] I further agree that for twelve (12) months from this date, I will not solicit the employment of any person who will then be employed by the Company (as an employee or consultant) or who will have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all as provided more fully in the Agreement. Dated: By: Name: Dated: By: Name: SCHEDULE 1 PRE-EXISTING WORK PRODUCT EXHIBIT B

Appears in 1 contract

Samples: Employment Agreement (Dyadic International Inc)

Termination Certificate. This is to certify that I do not have in my possession, nor have I failed to return, any and all works of original authorship, domain names, original registration certificates, photographs, negatives, digital images, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, or marketing materials, sales materials, customer lists, other documents or property, or reproductions of any aforementioned items, items belonging to HydrofarmMarvell Technology Group Ltd. family of companies, LLC including the subsidiary or affiliate with which I am employed, Marvell Semiconductor, Inc. (“MSI”), (collectively referred hereto as the “Company”). Additionally, I specifically certify that I have not discussed with nor delivered or disclosed to any other person or entity any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, marketing materials, sales materials, customer lists, other documents or property, or reproductions of any aforementioned items belonging to the Company. I acknowledge that while employed with MSI I had access to certain information related to the Company’s various business relationships and its subsidiariesmarketing strategies. This information includes among other things, affiliates, successors information pertaining to the Company’s joint product development efforts and marketing plans for new product introductions. I acknowledge that any release of this information by me to a subsequent employer or assigns (collectively, to any other person or entity is specifically prohibited even after my separation from the "Company"). I further certify that I have complied and will comply with all the terms of the Company's Proprietary Information and Inventions New-Hire Employee Agreement signed (“the Agreement”) executed by me (the "Agreement")in connection with commencement of my employment with MSI. I also confirm, including the reporting of any Intellectual Property (as defined therein) conceived or made by me (solely or jointly in compliance with others) covered by the Agreement, that for twelve (12) months from this date, I will not either directly or indirectly solicit, induce, recruit, or encourage any of the Company’s employees, contract employees, or consultants to leave their work, or take away such employees, contract employees, or consultants, or attempt to solicit, induce, recruit, encourage or take away employees, contract employees, or consultants of the Company, either for myself or for any other person or entity. I further also agree that, in compliance with the Agreement, I will preserve as confidential all and will not discuss with or deliver to a subsequent employer or to any other person or entity any Confidential Information (as that term is defined in the Agreement between the Company and me), including without limitation any trade secrets, confidential knowledge, data data, or other proprietary information relating to products, processes, methods, know-how, designs, formulas, developmental or experimental work, computer programs, databasesdata bases, other original works of authorship, customer lists, business plans, marketing plans, sales plans, financial information information, or other subject matter pertaining to any business of the Company or Company, any of its employees, clients, consultants or consultants, licensees. I also agree that for twelve (12) months from this datethat, I will not to divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the prior twelve (12)- month period, nor will I solicit or attempt to induce any customer, supplier, partner or other person or entity with whom the Company has, or is attempting to establish, a commercial relationship to cease or refrain from doing business in compliance with the Company Agreement, that all disputes arising out of or to alter its relationship with the Company in any way adverse related to the Company. I agree that for twelve (12) months from this date, I will not (a) make any false, misleading or disparaging representations or statements my employment with regard to the Company MSI or the products termination of my employment, including claims for breach of contract (including the Agreement), discrimination, harassment, wrongful termination, or services violation of the Company to any third party federal, state or (b) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation of the Company.] I further agree that for twelve (12) months from this datelocal statute, I will not solicit the employment of any person who will then shall be employed by the Company (as an employee or consultant) or who will have been employed by the Company (as an employee or consultant) within the prior twelve (12) month periodresolved through final, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all binding arbitration as provided more fully in Exhibit E of the Agreement. DatedDate: By: Name: Dated: By: Name: SCHEDULE 1 PRE-EXISTING WORK PRODUCT Xxxxxxxx Xxxxxxxxxxx EXHIBIT BB [CLOSING STATEMENT - STOCK OPTION / RSU GRANTS] EXHIBIT C BRIDGE RELEASE In exchange for the benefits provided to me by Marvell Semiconductor, Inc. (the “Company”) as set forth in the Letter dated January 23, 2017 (the “Separation Agreement”), I, Xxxxxxxx Xxxxxxxxxxx, agree to the following Complete Release of All Claims up to and including the date I sign below (“Bridge Release”):

Appears in 1 contract

Samples: Consulting Agreement (Marvell Technology Group LTD)

Termination Certificate. This is to certify that I do not have in my possession, nor have I failed to return, any and all works of original authorship, domain names, original registration certificates, photographs, negatives, digital images, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, or other documents or property, or reproductions of any aforementioned items, belonging to HydrofarmNivalis Therapeutics, LLC Inc. and its subsidiaries, affiliates, successors or assigns (collectively, the "Company"). I further certify that I have complied with all the terms of the Company's Proprietary Information and Inventions Agreement signed by me (the "Agreement"), including the reporting of any Intellectual Property (as defined therein) conceived or made by me (solely or jointly with others) covered by the Agreement. I further agree that, in compliance with the Intellectual Property Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, methods, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I agree that for twelve (12) months from this date, I will not to divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the prior twelve (12)- month period, nor will I solicit or attempt to induce any customer, supplier, partner or other person or entity with whom the Company has, or is attempting to establish, a commercial relationship to cease or refrain from doing business with the Company or to alter its relationship with the Company in any way adverse to the Company. I agree that for twelve (12) months from this date, I will not (a) make any false, misleading or disparaging representations or statements with regard to the Company or the products or services of the Company to any third party or (b) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation of the Company.] I further agree that for twelve (12) months from this date, I will shall not solicit the employment of any person who will shall then be employed by the Company (as an employee or consultant) or who will shall have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all as provided more fully in the Agreement. Dated: By: Name: DatedEMPLOYEE: By: Name: SCHEDULE 1 PRE-EXISTING WORK PRODUCT EXHIBIT BNONCOMPETE AGREEMENT This NONCOMPETE AGREEMENT (this “Agreement”), effective as of April 18, 2016, is between Nivalis Therapeutics, Inc., a Delaware corporation (the “Company”), and Xxxxx X. Xxxxxx, M.D. (“Employee”).

Appears in 1 contract

Samples: Employment Agreement (Nivalis Therapeutics, Inc.)

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Termination Certificate. This is to certify that I do not have in my possession, nor have I failed to return, any and all works of original authorship, domain names, original registration certificates, photographs, negatives, digital images, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, or other documents or property, or reproductions of any aforementioned items, belonging to HydrofarmHydrofarm Holdings Group, LLC Inc. and its subsidiaries, affiliates, successors or assigns (collectively, the "Company"). I further certify that I have complied with all the terms of the Company's Proprietary Information and Inventions Agreement signed by me (the "Agreement"), including the reporting of any Intellectual Property (as defined therein) conceived or made by me (solely or jointly with others) covered by the Agreement. I further agree that, in compliance with the Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, methods, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I agree that for twelve (12) months from this date, I will not to divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the prior twelve (12)- month 12)-month period, nor will I solicit or attempt to induce any customer, supplier, partner or other person or entity with whom the Company has, or is attempting to establish, a commercial relationship to cease or refrain from doing business with the Company or to alter its relationship with the Company in any way adverse to the Company. I agree that for twelve (12) months from this date, I will not (a) make any false, misleading or disparaging representations or statements with regard to the Company or the products or services of the Company to any third party or (b) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation of the Company.] . I further agree that for twelve (12) months from this date, I will not solicit the employment of any person who will then be employed by the Company (as an employee or consultant) or who will have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all as provided more fully in the Agreement. Dated: 2/11/19 By: /s/ Wxxxxxx Xxxxx Name: Dated: By: Name: SCHEDULE 1 PRE-EXISTING WORK PRODUCT Wxxxxxx Xxxxx EXHIBIT BC HYDROFARM HOLDINGS LLC UNIT AWARD AGREEMENT This UNIT AWARD AGREEMENT (this “ Agreement”) is entered into as of [_________], 2017 (the “Effective Date”), by and between Hydrofarm Holdings LLC, a Delaware limited liability company (the “Company”), and [__________] (the “Participant”). Capitalized terms that are used but not defined herein have the meanings ascribed to them in the LLC Agreement (as defined below).

Appears in 1 contract

Samples: Unit Award Agreement (Hydrofarm Holdings Group, Inc.)

Termination Certificate. This is to certify that I do not have in my possession, nor have I failed to return, any and all works of original authorship, domain names, original registration certificates, photographs, negatives, digital images, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, or marketing materials, sales materials, customer lists, other documents or property, or reproductions of any aforementioned items, items belonging to HydrofarmMarvell Technology Group Ltd. family of companies, LLC including the subsidiary or affiliate with which I am employed, Marvell Semiconductor, Inc. (“MSI”), (collectively referred hereto as the “Company”). Additionally, I specifically certify that I have not discussed with nor delivered or disclosed to any other person or entity any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, marketing materials, sales materials, customer lists, other documents or property, or reproductions of any aforementioned items belonging to the Company. I acknowledge that while employed with MSI I had access to certain information related to the Company’s various business relationships and its subsidiariesmarketing strategies. This information includes among other things, affiliates, successors information pertaining to the Company’s joint product development efforts and marketing plans for new product introductions. I acknowledge that any release of this information by me to a subsequent employer or assigns (collectively, to any other person or entity is specifically prohibited even after my separation from the "Company"). I further certify that I have complied and will comply with all the terms of the Company's Proprietary Information and Inventions New-Hire Employee Agreement signed (“the Agreement”) executed by me (the "Agreement")in connection with commencement of my employment with MSI. I also confirm, including the reporting of any Intellectual Property (as defined therein) conceived or made by me (solely or jointly in compliance with others) covered by the Agreement, that for twelve (12) months from this date, I will not either directly or indirectly solicit, induce, recruit, or encourage any of the Company’s employees, contract employees, or consultants to leave their work, or take away such employees, contract employees, or consultants, or attempt to solicit, induce, recruit, encourage or take away employees, contract employees, or consultants of the Company, either for myself or for any other person or entity. I further also agree that, in compliance with the Agreement, I will preserve as confidential all and will not discuss with or deliver to a subsequent employer or to any other person or entity any Confidential Information (as that term is defined in the Agreement between the Company and me), including without limitation any trade secrets, confidential knowledge, data data, or other proprietary information relating to products, processes, methods, know-how, designs, formulas, developmental or experimental work, computer programs, databasesdata bases, other original works of authorship, customer lists, business plans, marketing plans, sales plans, financial information information, or other subject matter pertaining to any business of the Company or Company, any of its employees, clients, consultants or consultants, licensees. I also agree that for twelve (12) months from this datethat, I will not to divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the prior twelve (12)- month period, nor will I solicit or attempt to induce any customer, supplier, partner or other person or entity with whom the Company has, or is attempting to establish, a commercial relationship to cease or refrain from doing business in compliance with the Company Agreement, that all disputes arising out of or to alter its relationship with the Company in any way adverse related to the Company. I agree that for twelve (12) months from this date, I will not (a) make any false, misleading or disparaging representations or statements my employment with regard to the Company MSI or the products termination of my employment, including claims for breach of contract (including the Agreement), discrimination, harassment, wrongful termination, or services violation of the Company to any third party federal, state or (b) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation of the Company.] I further agree that for twelve (12) months from this datelocal statute, I will not solicit the employment of any person who will then shall be employed by the Company (as an employee or consultant) or who will have been employed by the Company (as an employee or consultant) within the prior twelve (12) month periodresolved through final, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all binding arbitration as provided more fully in Exhibit E of the Agreement. DatedDate: By: Name: Dated: By: Name: SCHEDULE 1 PREXxxx Xxxxxxx-EXISTING WORK PRODUCT Xxxxxxx EXHIBIT BB [CLOSING STATEMENT - STOCK OPTION / RSU GRANTS] EXHIBIT C BRIDGE RELEASE In exchange for the benefits provided to me by Marvell Semiconductor, Inc. (the “Company”) as set forth in the Letter dated October 14, 2016 (the “Separation Agreement”), I, Xxxx Xxxxxxx-Xxxxxxx, agree to the following Complete Release of All Claims up to and including the date I sign below (“Bridge Release”):

Appears in 1 contract

Samples: Letter Agreement (Marvell Technology Group LTD)

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