Common use of TERMINATION CERTIFICATION Clause in Contracts

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

Appears in 7 contracts

Samples: Employment Agreement (Kindred Biosciences, Inc.), Employment Agreement (Kindred Biosciences, Inc.), Employment Agreement (Kindred Biosciences, Inc.)

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TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Calix Networks, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away away, hire, or otherwise engage the services of employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

Appears in 4 contracts

Samples: Calix Networks Inc, Calix Networks Inc, Calix Networks Inc

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any Company property, including but not limited to any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein)) and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to and Confidential Information (as defined in the Agreement) including research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, know-howformulas, technology, designs, formulasdrawings, developmental or experimental workengineering, computer programshardware configuration information, data basesmarketing, other original works of authorshiplicenses, customer listsfinances, business plans, financial information budgets or other subject matter matters pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall will not use the Company’s trade secrets or any Confidential Information other means of the Company unfair competition to negatively influence (i) solicit any of the Company’s clients licensors, customers, or customers from purchasing licensees of Company’s products, or (ii) otherwise interfere with any business relationship or contract between the Company products and any of its customers, licensors or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companylicensees. Date: Employee: (Print Employee’s Name) (Employee Signature)

Appears in 4 contracts

Samples: Employment Offer Letter Agreement (Zeltiq Aesthetics Inc), Invention Assignment Agreement (Zeltiq Aesthetics Inc), Assignment Agreement (Zeltiq Aesthetics Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]FormFactor, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Agreement Regarding Employment, Confidential Information Information, Invention Assignment, and Invention Assignment Agreement Arbitration signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Agreement Regarding Employment, Confidential Information Information, Invention Assignment, and Invention Assignment AgreementArbitration, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certificationdate, I shall will not either directly or indirectly hire any employees of the Company and I will not solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate leave their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companyemployment. Date: (Employee: ’s Signature) (Type/Print Employee’s Name) EXHIBIT D FormFactor, Inc. CONFLICT OF INTEREST GUIDELINES(1) Business dealings that appear to create a conflict between the interests of FormFactor and an employee are unacceptable. FormFactor recognizes the rights of employees to engage in activities outside of their employment which are of a private nature and unrelated to our business. However, employees must disclose any possible conflicts so that FormFactor may assess and prevent potential conflicts of interest from arising. A potential or actual conflict of interest occurs whenever an employee is in a position to influence a decision that may result in a personal gain for the employee, an immediate family member (Signature)i.e., spouse or significant other, children, parents, siblings) or a personal friend as a result of FormFactor’s business dealings. Special care must be taken to avoid the occurrence, or even the impression, of a conflict of interest. Although it is not possible to specify every action that might create a conflict of interest, this Code sets forth those actions that most frequently present problems. If you have any question whether an action or proposed course of conduct would create a conflict of interest, you should immediately contact an individual within the Human Resources Department or an attorney in the Legal Department to obtain advice on the issue.

Appears in 3 contracts

Samples: Separation Agreement and General Release (Formfactor Inc), Separation Agreement and General Release (Formfactor Inc), Separation Agreement and General Release (Formfactor Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Guidance Software, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment At-Will Employment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment At-Will Employment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve a period of twenty-four (1224) months from the date of this CertificationCertificate, I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature).

Appears in 3 contracts

Samples: At Will Employment Agreement (Guidance Software, Inc.), At Will Employment Agreement (Guidance Software, Inc.), At Will Employment Agreement (Guidance Software, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Quark Biotech, a Delaware corporationInc., its Q.B.I. Enterprises Ltd. and their subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Employment, Confidential Information and Information, Invention Assignment and Arbitration Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information Employment and Invention Assignment AgreementProprietary Information, Agreement I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that that, in compliance with the Employment and Proprietary Information, Agreement, for twelve (12) months from the date of this Certificationdate, (i) I shall not either will not, directly or indirectly indirectly, be engaged in any business or other enterprise that competes, directly or indirectly, in any way with the Company’s business (ii) hire any employees of the Company and I will not solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate leave their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companyemployment. Date: EmployeeBy: (Print Employee’s Name) (Signature)TYPE NAME Exhibit D

Appears in 3 contracts

Samples: Employment Agreement (Quark Pharmaceuticals Inc), Employment Agreement (Quark Biotech Inc), Employment Agreement (Quark Pharmaceuticals Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, custody, or control, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, any other documents or property, or copies or reproductions of any and all aforementioned items belonging to [Company Name], a Delaware corporation, its subsidiaries, affiliates, successors or assigns Stardust Power Inc. (collectively, the “Company”). Notwithstanding the foregoing, I understand that I may keep a copy of the Company’s employee handbook and personnel records relating to me. I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information Information, Invention Assignment, and Invention Assignment Arbitration Agreement (the “Agreement”) signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), ) conceived or made by me (solely or jointly with others) ), as covered by that agreementAgreement. I further agree thatunderstand that pursuant to the Agreement, in compliance with the and subject to its protected activity exclusion, I am obligated to preserve, as confidential, all Company Confidential Information and Invention Assignment AgreementAssociated Third Party Confidential Information, I will preserve as confidential all including trade secrets, confidential knowledge, data data, or other proprietary information relating to products, processes, know-know- how, designs, formulas, developmental or experimental work, computer programs, data basesdatabases, other original works of authorship, customer lists, business plans, financial information information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants consultants, or licensees. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of After leaving the Company’s employees employment, I will be employed by in the position of . Date: Signature Name of Employee (typed or consultants printed) Address for Notifications: EXHIBIT D CONFLICT OF INTEREST GUIDELINES It is the policy of Stardust Power Inc. to terminate their relationship conduct its affairs in strict compliance with the Companyletter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or attempt to solicitgive the appearance of being in conflict, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with these principles and with the business interests of the Company. Date: Employee: (Print Employee’s Name) (Signature)The following are potentially compromising situations that must be avoided:

Appears in 2 contracts

Samples: Global Partner Acquisition Corp II, Global Partner Acquisition Corp II

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Life360, Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and I acknowledge my continuing obligations under the Confidentiality Agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from immediately following the date termination of this Certificationmy Relationship with the Company, I shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Signature of Employee: (Print Name of Employee’s Name) (Signature): Date:

Appears in 2 contracts

Samples: Second Separation Agreement (Life360, Inc.), Second Separation Agreement (Life360, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, memoranda specifications, drawings, blueprints, sketches, laboratory notebooksmaterials, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned of the foregoing items belonging to [Company Name]Red Hat, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information Employee Inventions Assignment and Invention Assignment Restrictive Obligations Agreement signed by me, including the reporting of any Inventions inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information Employee Inventions Assignment and Invention Assignment Restrictive Obligations Agreement, I will preserve as confidential all technical data, trade secrets, confidential knowledge, data know-how or other confidential or proprietary information relating of the Company, including without limitation any and all information related to the products, product plans, technologies, inventions, mask works, ideas, processes, know-how, designs, formulas, developmental or experimental worksource and object codes, computer programs, data bases, other original works of authorship, improvements, discoveries, developments, designs and techniques, research, developmental or experimental work, customer and business partner lists, employee lists, business plans, sales or marketing plans or results, markets, prices and costs, financial information information, or other subject matter pertaining to any business of the Company or any of its employeeslicensors, clientscustomers, business partners, consultants or licensees. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companycustomers. Date: EmployeeNOTE: (Print Employee’s THIS IS A TEMPLATE WHICH IS TO BE SIGNED ONLY UPON TERMINATION Employee Signature Printed or Typed Name) (Signature)

Appears in 2 contracts

Samples: And Restrictive Obligations Agreement (Red Hat Inc), And Restrictive Obligations Agreement (Red Hat Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationWeave, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and I acknowledge my continuing obligations under the Confidentiality Agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from immediately following the date termination of this Certificationmy Relationship with the Company, I shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeEMPLOYEE: (Print Employee’s Name) (Signature)

Appears in 2 contracts

Samples: Employment Agreement (Weave Communications, Inc.), Employment Agreement (Weave Communications, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Impinj, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Proprietary Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, . designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve one (121) months year from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)Xxxx X. Xxxxxxxxx By:

Appears in 2 contracts

Samples: Executive Employment Agreement (Impinj Inc), Executive Employment Agreement (Impinj Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Ultragenyx Pharmaceutical, Inc., a Delaware California corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. I will also not hire Consultants of the Company if this would adversely interfere with the consultant’s work for the Company. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: (Employee: ’s Signature) (Print Employee’s Name) Exhibit C Founders’ Stock Repurchase Agreement FOUNDERS’ STOCK REPURCHASE AGREEMENT This Agreement is made as of the 16th day of June 2011, by and between ULTRAGENYX PHARMACEUTICAL INC., (Signaturethe “Company”) and the Xxxx Xxxxxx and Xxxxx Xxxxxxx Living Trust dated June 18, 2009 (“Founders”).

Appears in 2 contracts

Samples: Executive Employment Agreement (Ultragenyx Pharmaceutical Inc.), Executive Employment Agreement (Ultragenyx Pharmaceutical Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, VOICE LIFE INC. its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-howknowhow, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeMarch 12, 2015 CONSULTANT: Rxxxxx Xxxxx (Print EmployeeConsultant’s Name) (Signature)/s/Rxxxxx Xxxxx ANNEX D LIST OF COMPANIES EXCLUDED UNDER SECTION 10(B) X No conflicts Additional sheets attached Signature of Consultant: /s/Rxxxxx Xxxxx Print Name of Consultant: Rxxxxx Xxxxx Date: 3/12/2015

Appears in 2 contracts

Samples: Confidential Information and Invention Assignment Agreement (Voice Life Inc), Confidential Information and Invention Assignment Agreement (Voice Life Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any Company property, including but not limited to any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the "Company"). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein)) and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to and Confidential Information (as defined in the Agreement) including research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, know-howformulas, technology, designs, formulasdrawings, developmental or experimental workengineering, computer programshardware configuration information, data basesmarketing, other original works of authorshiplicenses, customer listsfinances, business plans, financial information budgets or other subject matter matters pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall will not use the Company's trade secrets or any Confidential Information other means of the Company unfair competition to negatively influence (i) solicit any of the Company’s clients 's licensors, customers, or customers from purchasing licensees of Company's products, or (ii) otherwise interfere with any business relationship or contract between the Company products and any of its customers, licensors or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companylicensees. Date: Employee: (Print Employee’s Name) (Employee Signature)

Appears in 2 contracts

Samples: Assignment Agreement (Zeltiq Aesthetics Inc), Assignment Agreement (Zeltiq Aesthetics Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationWeave, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and I acknowledge my continuing obligations under the Confidentiality Agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from immediately following the date termination of this Certificationmy Relationship with the Company, I shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeEMPLOYEE: (Print Employee’s Name) (Signature)

Appears in 2 contracts

Samples: Employment Agreement (Weave Communications, Inc.), Employment Agreement (Weave Communications, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do Consultant does not have in my Consultant’s possession, nor have I has Consultant failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I Consultant further certify certifies that I have Consultant has complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by meConsultant, including the reporting of any Inventions (as defined therein), conceived or made by me Consultant or Consultant’s personnel (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and Consultant acknowledges Consultant’s continuing obligations under the Confidentiality Agreement. I Consultant further agree agrees that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I Consultant will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 Consultant further agree agrees that for twelve (12) months from immediately following the date termination of this CertificationConsultant’s Relationship with the Company, I Consultant shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself Consultant or for any other person or entity. Further, I agree Consultant agrees that for twelve (12) months from the date of this Certification, I Consultant shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeCONSULTANT: (Print EmployeeConsultant’s Name) (Signature)) EXHIBIT D LIST OF COMPANIES EXCLUDED UNDER SECTION 11(b) ___ No conflicts ___ No agreements under Section 11(b) ___ Additional sheets attached Consultant agrees :

Appears in 2 contracts

Samples: Confidential Information and Invention Assignment Agreement, Confidential Information and Invention Assignment Agreement

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]AcelRx Pharmaceuticals, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: (Employee: ’s Signature) (Type/Print Employee’s Name) (Signature)EXHIBIT D LIST OF PRIOR AGREEMENTS EXCLUDED UNDER SECTION 4(b) No prior agreements Additional Sheets Attached Signature of Employee/Consultant: Print Name of Employee/Consultant:

Appears in 1 contract

Samples: Separation Agreement (Acelrx Pharmaceuticals Inc)

TERMINATION CERTIFICATION. This is to confirm that I have reviewed the Proprietary and Confidential Information, Developments and Non-Solicitation Agreement (the “Agreement”) signed by me and that I understand the terms of the Agreement and the continuing obligations I have under the Agreement. All terms defined in the Agreement have identical definitions herein. I hereby certify that I have complied with all the terms of the Agreement, including the reporting of any Developments, conceived or made by me (solely or jointly with others) covered by the Agreement. I further certify that I do not have in my possessionpossession or control, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, reproductions, prototypes, sketches, laboratory notebooksnotes, flow chartsreports, proposals or copies thereof, or other document or materials, equipmenttools, equipment or other documents or property, or copies or reproductions of any aforementioned items property belonging to [Company Name]Tutortree Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting any documents, records, notebooks, magnetic media and other repositories of any Inventions (as defined therein)Proprietary Information, conceived or made including copies thereof, whether prepared by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve and hold any and all Proprietary Information in strictest confidence. I recognize that any other use of Proprietary Information without the written authorization of the Company, such as confidential all trade secrets, confidential knowledge, data use of Proprietary Information to form a competing company or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any further the business of any existing competing company, is strictly prohibited by the Company or any of its employees, clients, consultants or licenseesAgreement. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, (i) recruit or encourage solicit any person who was employed by the Company or engaged as an independent contractor at any time during the period of the Company’s employees or consultants to terminate their relationship my Relationship with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or attempt to solicitlonger, induce, recruit, encourage or take away employees (ii) hire or consultants of engage as an independent contractor any person who was employed by the Company at any time during my Relationship with the Company, either except for myself an individual whose employment with the Company has been terminated for a period of six months or for any other person or entitylonger. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Proprietary Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Proprietary and Confidential Information, Developments and Non Solicitation Agreement

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Osteologix, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: :_____________________________________ (Employee: ’s Signature) (Type/Print Employee’s Name) EXHIBIT B SEPARATION AGREEMENT EXHIBIT B SEPARATION AND GENERAL RELEASE AGREEMENT In consideration of the severance benefits offered to me by Osteologix, Inc., a Delaware corporation (Signaturethe “Company”) in full satisfaction of the Company’s obligations to me under the terms of the Employment Agreement dated September 14, 2007 between myself and the Company (the “Employment Agreement”), and in connection with the termination of my employment, I agree to the following release (this “Release”). Capitalized terms not separately defined in this Release are the same as those contained in the Employment Agreement.

Appears in 1 contract

Samples: Employment Agreement (Osteologix, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Quark Biotech, a Delaware corporationInc., its Q.B.I. Enterprises Ltd. and their subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Employment, Confidential Information and Information, Invention Assignment and Arbitration Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information Employment and Invention Assignment AgreementProprietary Information, Agreement I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that that, in compliance with the Employment and Proprietary Information, Agreement, for twelve (12) months from the date of this Certificationdate, (i) I shall not either will not, directly or indirectly indirectly, be engaged in any business or other enterprise that competes, directly or indirectly, in any way with the Company’s products (ii) hire any employees of the Company and I will not solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate leave their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companyemployment. Date: EmployeeBy: (Print Employee’s Name) (Signature)TYPE NAME

Appears in 1 contract

Samples: Employment Agreement (Quark Pharmaceuticals Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor and I have I not failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, Materials or other documents or property, or copies or reproductions of any aforementioned items property belonging to [Company Name]Zillow, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information Information, Inventions, Nonsolicitation and Invention Assignment Noncompetition Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secretsnot use, confidential knowledgedisclose, data publish or other proprietary information relating to productsdistribute any Confidential Information, processesInventions, know-how, designs, formulas, developmental Materials or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business Proprietary Rights. During the Term and for one year after the end of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationTerm, I shall will not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage any employee or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information independent contractor of the Company to negatively influence any of cease such employment or relationship to engage in, be employed by, perform services for, participate in the Company’s clients ownership, management, control or customers from purchasing Company products operation of, or services or to solicit or influence or attempt to influence any clientotherwise be connected with, customer or other person either directly or indirectly, to direct any purchase business other than the Company. During the Term and for one year after the end of products and/or services to any personthe Term, firm, corporation, institution I agree (except on behalf of or other entity in competition with the business prior written consent of the Company) that I will not, directly or indirectly (a) solicit, divert, appropriate to or accept on behalf of any Competing Business, or (b) attempt to solicit, divert, appropriate to or accept on behalf of any Competing Business, any business from any customer or actively sought prospective customer of the Company with whom I have dealt, whose dealings with the Company have been supervised by me or about whom I have acquired Confidential Information in the course of my employment. During the Term and for one year after the end of the Term, I will not engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any Competing Business. For purposes of this paragraph, I will not be considered to be connected with any Competing Business solely on account of my ownership of less than five percent of the outstanding capital stock or other equity interests in any Person carrying on the Competing Business. Signature of Employee: Print Name of Employee: Date: EmployeeEXHIBIT D NOTIFICATION TO NEW EMPLOYERS Dear [name of new employer’s president]: (Print Employee’s Name) (Signature)We understand that our former employee, [name of employee], has accepted employment with your company. This letter is to advise you that [name of employee] signed a Confidential Information, Inventions Nonsolicitation and Noncompetition Agreement with our Company that remains in full force and effect. At the time [name of employee] left our company, we advised [him/her] of [his/her] continuing obligations under the Agreement and [name of employee] signed a Termination Certificate affirming [his/her] obligations under the Agreement. A copy of the Termination Certificate, dated __________, 20__, is enclosed so that any conflict with these obligations can be avoided during [his/her] employment with you. Very truly yours, [Signature of Company president or corporate counsel] [Typed name]

Appears in 1 contract

Samples: Nonsolicitation and Noncompetition Agreement (Zillow Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationNiku Corporation, its subsidiaries, affiliates, successors or assigns (collectively, together the "Company"). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve a period of twenty-four (1224) months from the date of this CertificationCertificate, I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company 's products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: ----------------------------- ---------------------------------------- (Employee: 's Signature) ---------------------------------------- (Type/Print Employee’s 's Name) (Signature)

Appears in 1 contract

Samples: Investor Rights Agreement (Niku Corp)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]General Cannabis Corp., a Delaware corporation, its subsidiaries, affiliates, successors or assigns Colorado corporation (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Employee Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Employee Proprietary Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve eighteen (1218) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away away, hire, or otherwise engage the services of employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Employment Agreement (General Cannabis Corp)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, Energous Corporation its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeCONSULTANT: (Print EmployeeConsultant’s Name) (Signature)) ANNEX D LIST OF COMPANIES EXCLUDED UNDER SECTION 10(B) ___ No conflicts ___ Additional sheets attached Signature of Consultant: Print Name of Consultant: Date:

Appears in 1 contract

Samples: Confidential Information and Invention Assignment Agreement (Energous Corp)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationKonaRed Corporation, its subsidiaries, affiliates, successors or assigns (collectively, together the “CompanyCorporation”). I further certify that I have complied with all the terms of the CompanyCorporation’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company Corporation or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) 12 months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the CompanyCorporation’s employees or consultants to terminate their relationship with the CompanyCorporation, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the CompanyCorporation, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company Corporation to negatively influence any of the CompanyCorporation’s clients or customers from purchasing Company Corporation products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the CompanyCorporation. Date: (Employee: ’s Signature) (Type/Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: KonaRed Corp

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any Company property, including but not limited to any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein)) and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to and Confidential Information (as defined in the Agreement) including research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, know-howformulas, technology, designs, formulasdrawings, developmental or experimental workengineering, computer programshardware configuration information, data basesmarketing, other original works of authorshiplicenses, customer listsfinances, business plans, financial information budgets or other subject matter matters pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall will not use the Company's trade secrets or any Confidential Information other means of the Company unfair competition to negatively influence (i) solicit any of the Company’s clients 's licensors, customers, or customers from purchasing licensees of Company's products, or (ii) otherwise interfere with any business relationship or contract between the Company products and any of its customers, licensors or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companylicensees. Date: Employee: (Print Employee’s Name) (Employee Signature)

Appears in 1 contract

Samples: Assignment Agreement (Zeltiq Aesthetics Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Impinj, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. DateBy: Dated: , 2006 Exhibit B Arbitration Agreement Impinj, Inc. This Agreement, dated as of , 2006, is between Impinj, Inc., a Delaware corporation (“the Company”), its subsidiaries and affiliates, and (“Employee: (Print Employee’s Name) (Signature). The Company and Employee agree to the following terms and conditions.

Appears in 1 contract

Samples: Employment Agreement (Impinj Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any Company property, including but not limited to any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein)) and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to and Confidential Information (as defined in the Agreement) including research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, know-howformulas, technology, designs, formulasdrawings, developmental or experimental workengineering, computer programshardware configuration information, data basesmarketing, other original works of authorshiplicenses, customer listsfinances, business plans, financial information budgets or other subject matter matters pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall will not use the Company's trade secrets or any Confidential Information other means of the Company unfair competition to negatively influence (i) solicit any of the Company’s clients 's licensors, customers, or customers from purchasing licensees of Company's products, or (ii) otherwise interfere with any business relationship or contract between the Company products and any of its customers, licensors or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companylicensees. . Date: Employee: (Print Employee’s Name) (Employee Signature)

Appears in 1 contract

Samples: Assignment Agreement (Zeltiq Aesthetics Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]23andMe, Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns corporation (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Employee Invention Assignment and Confidentiality Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement. I further agree that, in compliance with the Confidential Information and Employee Invention Assignment and Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself me or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Proprietary Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Further, I acknowledge that the Company has valuable trade secrets (as defined by applicable law from time to time) to which I have had access. I understand that the Company intends to vigorously pursue its rights under applicable trade secrets law if, during a period of twelve (12) months from the date of this Certification, I solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Thereafter, the Company intends to vigorously pursue its rights under applicable trade secrets law as the circumstances warrant. Date: EmployeeEMPLOYEE: (Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Employee Invention Assignment And (VG Acquisition Corp.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any Company property, including but not limited to any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein)) and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to and Confidential Information (as defined in the Agreement) including research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, know-howformulas, technology, designs, formulasdrawings, developmental or experimental workengineering, computer programshardware configuration information, data basesmarketing, other original works of authorshiplicenses, customer listsfinances, business plans, financial information budgets or other subject matter matters pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall will not use the Company's trade secrets or any Confidential Information other means of the Company unfair competition to negatively influence (i) solicit any of the Company’s clients 's licensors, customers, or customers from purchasing licensees of Company's products, or (ii) otherwise interfere with any business relationship or contract between the Company products and any of its customers, licensors or services or to solicit or influence or attempt to influence any clientlicensees. . Dated: Feb. 9, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)2012 /s/ Xxxxxx Xxxxxx Employee Signature XXXXXX XXXXXX

Appears in 1 contract

Samples: Assignment Agreement (Zeltiq Aesthetics Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor and I have I not failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, Materials or other documents or property, or copies or reproductions of any aforementioned items property belonging to [Company Name]Zillow, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information Information, Inventions, Non-Solicitation, and Invention Assignment Non-Competition Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secretsnot use, confidential knowledgedisclose, data publish or other proprietary information relating to productsdistribute any Confidential Information, processesInventions, know-how, designs, formulas, developmental Materials or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of Intellectual Property. During my Relationship with the Company or any and for one year after the end of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship my Relationship with the Company, I will not induce, or attempt to solicit, induce, recruit, encourage any employee or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information independent contractor of the Company to negatively influence any of cease such employment or relationship to engage in, be employed by, perform services for, participate in the Company’s clients ownership, management, control or customers from purchasing Company products operation of, or services or to solicit or influence or attempt to influence any clientotherwise be connected with, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or business other entity in competition with the business of than the Company. Signature of Employee: Print Name of Employee: Date: EmployeeCONFIDENTIAL INFORMATION, INVENTIONS AND NON-SOLICITATION AGREEMENT EXHIBIT D NOTIFICATION TO NEW EMPLOYERS Dear [name of new employer’s president]: We understand that our former employee, [name of employee], has accepted employment with your company. This letter is to advise you that [name of employee] signed a Confidential Information, Inventions, Non-Solicitation, and Non-Competition Agreement with Zillow, Inc. that remains in full force and effect. At the time [name of employee] left our company, we advised [him/her] of [his/her] continuing obligations under the Agreement and [name of employee] signed a Termination Certificate affirming [his/her] obligations under the Agreement. A copy of the Termination Certificate, dated , 20__, is enclosed so that any conflict with these obligations can be avoided during [his/her] employment with you. Very truly yours, [Signature of Company president or corporate counsel] [Typed name] CONFIDENTIAL INFORMATION, INVENTIONS AND NON-SOLICITATION AGREEMENT Form without Non-Competition Provision Applicable to Officers ZILLOW, INC. Confidential Information, Inventions, and Non-Solicitation Agreement This Confidential Information, Inventions, and Non-Solicitation Agreement (Print Employee’s Namethe “Agreement”) is entered into and between me and Zillow, Inc., a Washington corporation, for and on behalf of Zillow, Inc. and its parents, subsidiaries, affiliates, successors, and assigns (Signaturecollectively, together with Zillow, Inc., the “Company”). In consideration of my employment with the Company, the compensation paid to me, any stock or stock options which may be granted to me, and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I agree to the following terms:

Appears in 1 contract

Samples: Non Solicitation Agreement (Zillow Group, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Financial Engines, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certificationdate, I shall will not either directly hire any employees or indirectly consultants of the Company and I will not solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate leave their relationship with the Companyemployment, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, nor will I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence solicit any of the Company’s clients licensors, customers or customers from purchasing Company products or services or licensees to solicit or influence or attempt to influence terminate any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition relationship with the business of the Company. Date: (Employee: ’s Signature) (Type/Print Employee’s Name) EXHIBIT D JANUARY 12, 2009 LETTER AGREEMENT January 12, 2009 Xxxxx Xxxx-Xxxx <Address> <Address> Dear Olena: On behalf of the Board of Directors of Financial Engines, Inc. (Signaturethe “Company‘”), I am happy to confirm the following compensation terms in consideration of your services as a director of the Company, in place of any other oral or written agreements with respect to your compensation as a member of the Board of Directors of the Company. Specifically, effective as of the date of this letter, you will be compensated as follows for your services:

Appears in 1 contract

Samples: Consulting Agreement (Financial Engines, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Impinj, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Proprietary Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve one (121) months year from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature).

Appears in 1 contract

Samples: Executive Employment Agreement (Impinj Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Trxade Group, Inc., a Delaware corporationlimited liability company, and/or its subsidiaries, affiliates, partners, predecessors, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s At Will Employment, Confidential Information and Information, Invention Assignment and Arbitration Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the At-Will Employment, Confidential Information Information, Invention Assignment, and Invention Assignment Arbitration Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for a period of twelve (12) months from immediately following the date termination of this Certificationmy relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment or consultants customers to terminate remove or reduce their relationship with the Companybusiness with, or take away such employees or customers, or attempt to solicit, induce, recruit, encourage or take away employees or consultants customers of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: DO NOT SIGN AT THIS TIME (Employee: ’s Signature) Hxxxxx X. Xxxx (Type/Print Employee’s Name) (Signature)EXHIBIT 3

Appears in 1 contract

Samples: Executive Employment Agreement (Trxade Group, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Facebook, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Employment Agreement (Facebook Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Quark Biotech, a Delaware corporationInc., its Q.B.I. Enterprises Ltd. and their subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Employment, Confidential Information and Information, Invention Assignment and Arbitration Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information Employment and Invention Assignment AgreementProprietary Information, Agreement I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that that, in compliance with the Employment and Proprietary Information, Agreement, for twelve (12) months from the date of this Certificationdate, (i) I shall not either will not, directly or indirectly indirectly, be engaged in any business or other enterprise that competes, directly or indirectly, in any way with the Company’s products (ii) hire any employees of the Company and I will not solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate leave their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companyemployment. Date: EmployeeBy: TYPE NAME [Translated from Hebrew] Appendix A (Print Employee’s NameSection 14 of the Severance Pay Law, 5723-1963) Between: QBI Enterprises Ltd. (Signaturehereinafter: the “Employer”)

Appears in 1 contract

Samples: Employment Agreement (Quark Pharmaceuticals Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any Company property, including but not limited to any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein)) and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to and Confidential Information (as defined in the Agreement) including research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, know-howformulas, technology, designs, formulasdrawings, developmental or experimental workengineering, computer programshardware configuration information, data basesmarketing, other original works of authorshiplicenses, customer listsfinances, business plans, financial information budgets or other subject matter matters pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall will not use the Company’s trade secrets or any Confidential Information other means of the Company unfair competition to negatively influence (i) solicit any of the Company’s clients licensors, customers, or customers from purchasing licensees of Company’s products, or (ii) otherwise interfere with any business relationship or contract between the Company products and any of its customers, licensors or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companylicensees. Date: Employee: Employee Signature (Type/Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Assignment Agreement (Zeltiq Aesthetics Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name[ ], a Delaware [ ] corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeNovember 16, 2010 EMPLOYEE: Hxxxx Xxx Fxxx Xx (Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Invention Assignment Agreement (China Medicine Corp)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists (including customer lists), correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationWeave, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and I acknowledge my continuing obligations under the Confidentiality Agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists (including 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 further agree that for twelve (12) months from immediately following the date termination of this Certificationmy Relationship with the Company, I shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeEMPLOYEE: (Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Employment Agreement (Weave Communications, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company NameCOMPANY], a Delaware [STATE OF FORMATION] corporation, its subsidiaries, affiliates, successors or assigns (collectively, the "Company"). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months [NUMBER OF MONTHS 2] from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s 's clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)[CONSULTANT SIGNATURE DATE] [CONSULTANT SIGNATORY NAME]

Appears in 1 contract

Samples: Confidential Information and Invention Assignment Agreement

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Asurion, a Delaware corporationLLC, its parent, subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Employment, Confidential Information and Information, Invention Assignment and Non-Competition Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I hereby agree to continue to do so. I further agree that, in compliance with the Employment, Confidential Information Information, Invention Assignment, and Invention Assignment Non-Competition Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any will comply with all terms of the Company’s employees or consultants to terminate their relationship with the CompanyEmployment, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of Invention Assignment, and Non-Competition Agreement and that should I have any questions about the Company to negatively influence any of Agreement I will contact the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companylegal department. Date: Employee: (Print Employee’s Name) (Signature):

Appears in 1 contract

Samples: assets.ctfassets.net

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TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Guidance Software, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment At-Will Employment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment At-Will Employment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this Certification, Certificate. I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve a period of twenty-four (1224) months from the date of this Certification, Certificate. I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature).

Appears in 1 contract

Samples: At Will Employment Agreement (Guidance Software, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for a period of twelve (12) months from the date of this CertificationCertificate, I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: Employee: 11/22/10 /s/ Xxxxxx Xxxxxx (Print Employee’s NameSignature) (Signature)Xxxxxx Xxxxxx

Appears in 1 contract

Samples: Zeltiq Aesthetics Inc

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any Company property, including but not limited to any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein)) and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to and Confidential Information (as defined in the Agreement) including research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, know-howformulas, technology, designs, formulasdrawings, developmental or experimental workengineering, computer programshardware configuration information, data basesmarketing, other original works of authorshiplicenses, customer listsfinances, business plans, financial information budgets or other subject matter matters pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall will not use the Company's trade secrets or any Confidential Information other means of the Company unfair competition to negatively influence (i) solicit any of the Company’s clients 's licensors, customers, or customers from purchasing licensees of Company's products, or (ii) otherwise interfere with any business relationship or contract between the Company products and any of its customers, licensors or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companylicensees. Date: Employee: Employee Signature (Type/Print Employee’s 's Name) (Signature)

Appears in 1 contract

Samples: Assignment Agreement (Zeltiq Aesthetics Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, any other documents or property, or copies or reproductions of any and all aforementioned items belonging to [Company Name]Electroblate, a Delaware corporation, Inc. and its subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s At-Will Employment, Confidential Information Information, Invention Assignment, and Invention Assignment Arbitration Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), ) conceived or made by me (solely or jointly with others) ), as covered by that agreement. I further agree that, in compliance with the At-Will Employment, Confidential Information Information, Invention Assignment, and Invention Assignment Arbitration Agreement, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data basesdatabases, other original works of authorship, customer lists, business plans, financial information information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants consultants, or licensees. I further also agree that for twelve (12) months from the date of this Certificationdate, I shall will not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate leave their relationship with employment at the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for nothing in this paragraph shall affect my continuing obligations under the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement during and after this twelve (12) months from the date of this Certificationmonth period, I shall not use any Confidential Information of the Company to negatively influence any of including, without limitation, my obligations under Article 3 (Confidentiality) thereof. After leaving the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any clientemployment, customer or other person either directly or indirectly, to direct any purchase I will be employed by in the position of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeSignature Name of Employee (typed or printed) Address for Notifications: (Print Employee’s Name) (Signature)EXHIBIT D

Appears in 1 contract

Samples: Pulse Biosciences, Inc.

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]General Cannabis Corp., a Delaware corporation, its subsidiaries, affiliates, successors or assigns Colorado corporation (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Employee Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Employee Proprietary Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve six (126) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away away, hire, or otherwise engage the services of employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Employment Agreement (General Cannabis Corp)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and I acknowledge my continuing obligations under the Confidentiality Agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from immediately following the date termination of this Certificationmy Relationship with the Company, I shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature):

Appears in 1 contract

Samples: Confidential Information and Invention Assignment Agreement

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]CytRx Corporation, a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, together the "Company"). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away away, hire, or otherwise engage the services of employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s 's clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: May 31, 2016 /s/ XXXXXXXX X. XXXXX (Employee: (Print Employee’s Name's Signature) (Signature)Xxxxxxxx Xxxxx

Appears in 1 contract

Samples: Retirement Agreement and Mutual General Release (Cytrx Corp)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, VOICE LIFE INC. its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeMarch 12, 2015 CONSULTANT: Xxxxxx Xxxxx (Print EmployeeConsultant’s Name) (Signature)/s/Xxxxxx Xxxxx ANNEX D

Appears in 1 contract

Samples: Confidential Information and Invention Assignment Agreement (Voice Life Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Calix Networks, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) 24 months from the date of this CertificationCertificate, I shall not not, either directly or indirectly indirectly: (a) solicit, induce, recruit or encourage any of the Company’s employees employees, contractors or consultants to terminate their relationship with the Company, ; or (b) either for myself or for any other person or entity attempt to solicit, induce, recruit, encourage or take away employees away, hire, or consultants otherwise engage the services of (i) any Company employee or (ii) any contractor or consultant who is then working exclusively for the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: (Employee: ’s Signature) (Type/Print Employee’s Name) EXHIBIT C SEPARATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, keys, technical resources, manuals, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, sales information, financial statements, other documents or property, or copies or reproductions of any aforementioned items belonging to Calix, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”). The Company has agreed that I may keep my Company-issued iPhone (as well as the associated phone number), subject to the Company’s right to delete from the phone any and all Company confidential information. I further certify that I have complied with all the terms of the At Will Employment Confidential Information and Invention Assignment Agreement (see Exhibit B, the “Confidentiality Agreement”) signed by me, including the reporting of any inventions and original works of authorship (as defined), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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. Date: (Employee’s Signature) XXXXXXX XXXXXX (Type/Print Employee’s Name) EXHIBIT D GENERAL RELEASE OF CLAIMS This General Release of Claims (this “Release”) is entered into between Xxxxxxx Xxxxxx (“Employee”) and Calix, Inc., a Delaware corporation (the “Company”).

Appears in 1 contract

Samples: Separation Agreement and General Release (Calix, Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and I acknowledge my continuing obligations under the Confidentiality Agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from immediately following the date termination of this Certificationmy Relationship with the Company, I shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)EMPLOYEE:

Appears in 1 contract

Samples: media.orrick.com

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationthe Company, its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementagreement or other entity in competition with the business of the Company. . I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: (Employee: ’s Signature) (Type/Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Employment Agreement (China Automotive Systems Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]RedEnvelope, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the "Company"). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve a period of twenty-four (1224) months from the date of this CertificationCertificate, I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company 's products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: SEPT. 3, 2002 /s/ Xxxxxxxxxxx Xxxxxxxxxx ------------------------------- (Employee: 's Signature) Xxxxxxxxxxx Xxxxxxxxxx ------------------------------- (Type/Print Employee’s 's Name) EXHIBIT B SEPARATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to RedEnvelope, Inc., its subsidiaries, affiliates, successors or assigns (together the "COMPANY"). I further certify that I have complied with, and will continue to comply with, all of the terms of the Confidential Information and Invention Assignment Agreement dated _________, 200__ (see Exhibit A, the "CONFIDENTIALITY AGREEMENT") signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidentiality Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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. Date: Aug 28, 2002 ----------------------------------------- (Executive's Signature)) Xxxxxxxxxxx Xxxxxxxxxx ----------------------------------------- (Type/Print Executive's Name) EXHIBIT C CONTINUING REPRESENTATIONS CERTIFICATE This is to certify that the waivers, covenants, warranties and representations made by me and set forth in the Transition Agreement and Release (the "Agreement") dated ________, 2002, between RedEnvelope, Inc. (the "Company") and me, continue to be true and correct as of the date hereof and that I remain bound by, and my rights continue to be defined by, the terms of the Agreement. The Agreement is hereby incorporated in its entirety into this Certificate and capitalized terms not defined in this Certificate have the same meanings as in the Agreement. In addition, I expressly agree and acknowledge as of the date hereof that:

Appears in 1 contract

Samples: Transition Agreement and Release (Redenvelope Inc)

TERMINATION CERTIFICATION. This is to certify that I do Consultant does not have in my Consultant’s possession, nor have I has Consultant failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware Nevada corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I Consultant further certify certifies that I have Consultant has complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by meConsultant, including the reporting of any Inventions (as defined therein), conceived or made by me Consultant or Consultant’s personnel (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and Consultant acknowledges Consultant’s continuing obligations under the Confidentiality Agreement. I Consultant further agree agrees that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I Consultant will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 Consultant further agree agrees that for twelve (12) months from immediately following the date termination of this CertificationConsultant’s Relationship with the Company, I Consultant shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself Consultant or for any other person or entity. Further, I agree Consultant agrees that for twelve (12) months from the date of this Certification, I Consultant shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeJune 4, 2019_______________ CONSULTANT: (Print Employee’s Name) /s/ Xxxxx Xxxxxxx-Vives_________________ XXXXX XXXXXXX-VIVES_______________ (Signature)) EXHIBIT C TO THE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT DATED JUNE 4, 2019 BY AND BETWEEN RENOVACARE, INC., AND XXXXX XXXXXXX-XXXXX LIST OF COMPANIES EXCLUDED UNDER SECTION 11(b) NONE __X__ No conflicts __X__ No agreements under Section 11(b) ___ Additional sheets attached Consultant agrees: /s/ Xxxxx Xxxxxxx-Xxxxx (Signature) Print Name: XXXXX XXXXXXX-XXXXX Date: June 4, 2019

Appears in 1 contract

Samples: Consulting Agreement (RenovaCare, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]ORANGE 20 XXXXX XXXXXXX INC., a Delaware California corporation, its subsidiaries, affiliates, successors or assigns (collectively, the "Company"). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the "Agreement") signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary confidential information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business Confidential Information as defined in Section 3(b) of the Company or any of its employees, clients, consultants or licenseesAgreement. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information as defined in Section 3(b) of the Company Agreement to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: ________________________________ (Print Employee’s NameSignature) (Signature)________________________________

Appears in 1 contract

Samples: Consulting Agreement (Spy Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Xxxxx.xxx, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the "Company"). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement (the "Agreement") signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve eighteen (1218) months from the date of this CertificationCertificate, I will not as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever (except as the passive holder of not more than one percent of the total outstanding stock of a publicly-held company), engage anywhere in the world in the business of developing, producing, marketing or selling products or services competitive with any kind or type of products or services which were developed or were being (or were planned to be) developed, produced, marketed or sold by the Company while I had a Relationship (as defined in the Agreement) with the Company. I further agree that for eighteen (18) months from the date of this Certificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve a period of eighteen (1218) months from the date of this CertificationCertificate, I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company 's products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: :____ (Employee: 's Signature) (Type/Print Employee’s 's Name) (Signature)

Appears in 1 contract

Samples: Shareholder Agreement (Phone Com Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Guidance Software, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment At-Will Employment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment At-Will Employment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve a period of twenty-four (1224) months from the date of this CertificationCertificate, I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: ____________________ (Employee: ’s Signature) (Print Employee’s Name) AT TIME OF HIRE SIGN TO ACKNOWLEDGE RECEIPT: I hereby acknowledge that I have read and understand the Termination Certification (Exhibit C) described above, and that I am in receipt of a copy of this document. Date: April 5, 2004 Signature): /s/ Xxxxxx X. Xxxxxxxxxx

Appears in 1 contract

Samples: At Will Employment Agreement (Guidance Software, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Cold Brew Labs Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s NameSignature) (Signature)Xxxxxxxx Xxxxxxxxxx

Appears in 1 contract

Samples: Assignment Agreement (Pinterest, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do Consultant does not have in my Consultant’s possession, nor have I has Consultant failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]RenovaCare, Inc. a Delaware Nevada corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I Consultant further certify certifies that I have Consultant has complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) signed by meConsultant, including the reporting of any Inventions (as defined therein), conceived or made by me Consultant or Consultant’s personnel (solely or jointly with others) covered by that agreementthe Confidentiality Agreement, and Consultant acknowledges Consultant’s continuing obligations under the Confidentiality Agreement. I Consultant further agree agrees that, in compliance with the Confidential Information and Invention Assignment Confidentiality Agreement, I Consultant will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 Consultant further agree agrees that for twelve (12) months from immediately following the date termination of this CertificationConsultant’s Relationship with the Company, I Consultant shall not either directly or indirectly solicit, induce, recruit or encourage solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away solicit employees or consultants of the Company, either for myself Consultant or for any other person or entity. Further, I agree Consultant agrees that for twelve (12) months from the date of this Certification, I Consultant shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeCONSULTANT: (Xxxxxx Xxxxx EXHIBIT D LIST OF COMPANIES EXCLUDED UNDER SECTION 12(b) ___ None ___ No conflicts ___ No agreements under Section 12(b) ___ Additional sheets attached Consultant certifies the foregoing: Signature of Consultant: /s/ Xxxxxx Xxxxx Print Employee’s Name) (Signature)Name of Consultant: Xxxxxx Xxxxx Date: July 26, 2021

Appears in 1 contract

Samples: Executive Services Consulting Agreement (RenovaCare, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor and I have I not failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, Materials or other documents or property, or copies or reproductions of any aforementioned items property belonging to [Company Name]Zillow, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information Information, Inventions, and Invention Assignment Non-Solicitation Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secretsnot use, confidential knowledgedisclose, data publish or other proprietary information relating to productsdistribute any Confidential Information, processesInventions, know-how, designs, formulas, developmental Materials or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of Intellectual Property. During my Relationship with the Company or any and for one year after the end of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship my Relationship with the Company, I will not induce, or attempt to solicit, induce, recruit, encourage any employee or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information independent contractor of the Company to negatively influence any of cease such employment or relationship to engage in, be employed by, perform services for, participate in the Company’s clients ownership, management, control or customers from purchasing Company products operation of, or services or to solicit or influence or attempt to influence any clientotherwise be connected with, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or business other entity in competition with the business of than the Company. Signature of Employee: Print Name of Employee: Date: EmployeeCONFIDENTIAL INFORMATION, INVENTIONS AND NON-SOLICITATION AGREEMENT EXHIBIT D NOTIFICATION TO NEW EMPLOYERS Dear [name of new employer’s president]: (Print Employee’s Name) (Signature)We understand that our former employee, [name of employee], has accepted employment with your company. This letter is to advise you that [name of employee] signed a Confidential Information, Inventions, and Non-Solicitation Agreement with Zillow, Inc. that remains in full force and effect. At the time [name of employee] left our company, we advised [him/her] of [his/her] continuing obligations under the Agreement and [name of employee] signed a Termination Certificate affirming [his/her] obligations under the Agreement. A copy of the Termination Certificate, dated , 20__, is enclosed so that any conflict with these obligations can be avoided during [his/her] employment with you. Very truly yours, [Signature of Company president or corporate counsel]

Appears in 1 contract

Samples: Non Solicitation Agreement (Zillow Group, Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Zeltiq Aesthetics, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for a period of twelve (12) months from the date of this CertificationCertificate, I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: 11/22/09 /s/ Xxxxxx X. Xxxxx (Employee: ’s Signature) Xxxxxx X. Xxxxx (Type/Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Zeltiq Aesthetics Inc

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, DVINEWAVE Inc its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: EmployeeCONSULTANT: (Print EmployeeConsultant’s Name) (Signature)) ANNEX D LIST OF COMPANIES EXCLUDED UNDER SECTION 10(B) ___ No conflicts ___ Additional sheets attached Signature of Consultant: Print Name of Consultant: Date:

Appears in 1 contract

Samples: Confidential Information and Invention Assignment Agreement (DvineWave Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationPuhui Wealth Investment Management (Beijing) Co.,Ltd. (the “Company”), its subsidiaries, parent companies, affiliates, successors or assigns (collectivelytogether, the “CompanyCompany Group”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data basesdatabases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company Group, its affiliates or any of its their employees, clients, consultants or licensees. I further agree that for twelve twenty-four (1224) months from the date of this Certificationdate, I shall will not either directly or indirectly hire any employees of the Company Group and I will not solicit, induce, recruit or encourage any of the CompanyCompany Group’s employees or consultants to terminate leave their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Companyemployment. Date: (Employee: ’s Signature) [ ] (Type/Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Confidential Information and Invention Assignment Agreement (Puhui Wealth Investment Management Co., Ltd.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationDuoyuan Global Water Inc., its subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”), or any other documents of whatever kind or nature that contain Confidential Information, including electronically stored information that is maintained on any medium or storage of electronic data. I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementagreement or other entity in competition with the business of the Company. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 hereby further agree that for twelve (12) a period of [ ] months from the date of this CertificationCertificate, I shall not either directly or indirectly solicitindirectly, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s and its subsidiaries’ clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectlyperson, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the CompanyCompany and its subsidiaries. Further, I shall not solicit, induce, recruit, encourage, take away or influence or attempt to influence any person employed by or a consultant to the Company or any of its subsidiaries to terminate or otherwise cease his employment or consulting relationship with the Company or any of its subsidiaries or become an employee of any competitor of the Company or its subsidiaries. Date: Employee: (Print EmployeeExecutive’s NameSignature) (Signature)[ ]

Appears in 1 contract

Samples: Employment Agreement (Duoyuan Global Water Inc.)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Impinj, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Proprietary Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve one (121) months year from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any him or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. DateXxxx Xxxxxxx By: Employee[To be signed at termination] Dated: (Print Employee’s Name) (Signature)DocuSign Envelope ID: 0AAB2AE8-96F3-4F16-9545-8A965BCCE939 Exhibit A-3

Appears in 1 contract

Samples: Executive Employment Agreement (Impinj Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name]Facebook, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectively, together the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not at any time use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any his or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

Appears in 1 contract

Samples: Employment Agreement (Facebook Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor and I have I not failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, Materials or other documents or property, or copies or reproductions of any aforementioned items property belonging to [Company Name]Zillow, a Delaware corporationInc., its subsidiaries, affiliates, successors or assigns (collectivelytogether, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information Information, Inventions, Nonsolicitation and Invention Assignment Noncompetition Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreementAgreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secretsnot use, confidential knowledgedisclose, data publish or other proprietary information relating to productsdistribute any Confidential Information, processesInventions, know-how, designs, formulas, developmental Materials or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business Proprietary Rights. During the Term and for one year after the end of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this CertificationTerm, I shall will not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage any employee or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information independent contractor of the Company to negatively influence any of cease such employment or relationship to engage in, be employed by, perform services for, participate in the Company’s clients ownership, management, control or customers from purchasing Company products operation of, or services or to solicit or influence or attempt to influence any clientotherwise be connected with, customer or other person either directly or indirectly, to direct any purchase business other than the Company. During the Term and for one year after the end of products and/or services to any personthe Term, firm, corporation, institution I agree (except on behalf of or other entity in competition with the business prior written consent of the Company) that I will not, directly or indirectly (a) solicit, divert, appropriate to or accept on behalf of any Competing Business, or (b) attempt to solicit, divert, appropriate to or accept on behalf of any Competing Business, any business from any customer or actively sought prospective customer of the Company with whom I have dealt, whose dealings with the Company have been supervised by me or about whom I have acquired Confidential Information in the course of my employment. During the Term and for one year after the end of the Term, I will not engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any Competing Business. For purposes of this paragraph, I will not be considered to be connected with any Competing Business solely on account of my ownership of less than five percent of the outstanding capital stock or other equity interests in any Person carrying on the Competing Business. Signature of Employee: Print Name of Employee: Date: EmployeeEXHIBIT D NOTIFICATION TO NEW EMPLOYERS Dear [name of new employer’s president]: We understand that our former employee, [name of employee], has accepted employment with your company. This letter is to advise you that [name of employee] signed a Confidential Information, Inventions Nonsolicitation and Noncompetition Agreement with our Company that remains in full force and effect. At the time [name of employee] left our company, we advised [him/her] of [his/her] continuing obligations under the Agreement and [name of employee] signed a Termination Certificate affirming [his/her] obligations under the Agreement. A copy of the Termination Certificate, dated , 20 , is enclosed so that any conflict with these obligations can be avoided during [his/her] employment with you. Very truly yours, [Signature of Company president or corporate counsel] [Typed name] Form Applicable to Officers ZILLOW, INC. Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement In consideration of my employment as an employee with Zillow, Inc., a Washington corporation (Print Employee’s Name) (Signaturethe “Company”), the compensation paid to me by the Company, any stock or stock options which may be granted to me, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:

Appears in 1 contract

Samples: Nonsolicitation and Noncompetition Agreement (Zillow Inc)

TERMINATION CERTIFICATION. This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporationNiku Corporation, its subsidiaries, affiliates, successors or assigns (collectively, together the "Company"). I further certify that I have complied with all the terms of the Company’s 's Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, 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 further agree that for twelve twenty-four (1224) months from the date of this CertificationCertificate, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s 's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve a period of twenty-four (1224) months from the date of this CertificationCertificate, I shall not use solicit any Confidential Information licensor to or customer of the Company to negatively influence any or licensee of the Company’s clients or customers from purchasing Company 's products, in each case, that are known to me, with respect to any business, products or services that are competitive to the products or to solicit services offered by the Company or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase under development as of products and/or services to any person, firm, corporation, institution or other entity in competition the date of termination of my Relationship with the business of the Company. Date: ----------------------------------- ----------------------------- (Employee: 's Signature) ----------------------------- (Type/Print Employee’s 's Name) (Signature)

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Niku Corp)

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