Your Continuing Obligations. You acknowledge and re-affirm your continuing obligations pursuant to the Employment Agreement and the NDIA executed between you and the Company, including your confidentiality obligations under Section 2 of the NDIA and any restrictions under Sections 4 and 5 of the NDIA. Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Your Continuing Obligations. You shall continue to be bound by the covenants set forth in Section 5 of the Retention Agreement and such other obligations that you have as a former director and executive of the Company. You shall promptly turn over to the Company any and all documents, files, computer records, or other materials belonging to, or containing confidential or proprietary information obtained from, the Company that are in your possession, custody, or control, including any such materials that may be at your home.
Your Continuing Obligations. You acknowledge and re-affirm your continuing post-employment obligations pursuant to any offer letter, employment agreement, and any non-disclosure, confidentiality and restrictive covenant agreements executed between you and any of the Releasees. You also acknowledge your continuing obligations and restrictions in the attached Form of Acknowledgement. Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Your Continuing Obligations. You acknowledge and re-affirm your continuing obligations pursuant to the Offer Letter and the NDA executed between you and the Company, including your confidentiality obligations under Section 2 of the NDA and any restrictions under Sections 4 and 5 of the NDA. Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. DB1/ 100340191.3 Dermavant Sciences, Inc. • dxxxxxxxx.xxx
Your Continuing Obligations. (a) You will continue to abide by all of the applicable provisions of your Employment Agreement, as amended which are intended to continue following the cessation of your employment, including but not limited to the Confidentiality, Non-Solicitation, and Non-Competition covenants provided in Article 4 of the covenants schedule in your Employment Agreement, which in the case of the Confidentiality covenant continues forever, and in the case of the Non-Solicitation and Non-Competition covenants, will apply for a period of twenty-four (24) months from the Termination Date. You agree that in the event of a breach of any these covenants, Xxxx will be entitled to, in addition to any of the remedies set out in the Employment Agreement for the breach of these covenants, discontinue any and all payments, benefits, and other entitlements as set out in this letter, and you will forfeit any and all claims, actions, demands, or payments whatsoever.
Your Continuing Obligations. (a) You acknowledge you have had access to information concerning the Company, its clients and its affiliates, which is confidential or proprietary in nature (the “Confidential Information”). You hereby acknowledge and agree that you will continue to protect the Confidential Information in accordance with the provisions of the employee confidentiality agreement that you signed when you commenced employment with the Company (the “Employee Confidentiality Agreement”). By executing this Agreement, you reaffirm all of your obligations under the Employee Confidentiality Agreement, including, without limitation, those obligations and restrictive covenants that relate to Confidential Information, inventions and non-solicitation, except to the extent that there is a conflict between the provisions of this Section 5 and the Employee Agreement, in which case the provisions of this Section 5 shall prevail.
Your Continuing Obligations. You acknowledge and agree that, as Cubist General Counsel and Secretary, you remain bound by your obligations to maintain attorney/client confidences, and you further acknowledge that the Company does not hereby waive any attorney/client privilege. You acknowledge you have had access to information concerning the Company, its clients, and its affiliates which is confidential or proprietary in nature (the “Confidential Information”), and you hereby acknowledge and agree that you will continue to protect the Confidential Information in accordance with the provisions of the employee confidentiality agreement that you signed when you commenced employment with the Company (the “Employee Confidentiality Agreement”). By executing this Agreement, you reaffirm all of your continuing obligations under the Employee Confidentiality Agreement.
Your Continuing Obligations. (a) You will continue to abide by all of the provisions of your Employment Agreement through the Termination Date, and with all of the provisions of the Retention Agreements through the Termination Date and at all times thereafter following the cessation of your employment in accordance with and subject to the terms of the Retention Agreements (including the restrictive covenants set forth in Section 8 of the Retention Plan) and this Separation Agreement and Release.
Your Continuing Obligations. You acknowledge and re-affirm your continuing obligations pursuant to the Employment Agreement and the NDA executed between you and the Company, including your confidentiality obligations under the NDA and any restrictions under the NDA. In addition, you agree not to disclose the existence or terms of this Agreement without the prior written consent of the Company, except: (a) to your spouse, domestic partner or immediate family member; (b) to the extent required by law; (c) in connection with any claim to enforce, interpret or determine the scope, meaning, enforceability or effect of the Agreement; (d) to obtain confidential legal, tax or financial advice with respect thereto; or (e) in connection with the exceptions set forth in Section 11 above. Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Your Continuing Obligations. You acknowledge and re-affirm your obligations pursuant to the NDA and specifically with respect to Sections 2, 3 and 4 thereof, without limitation. In addition, you agree not to disclose the existence or terms of this Agreement without the prior written consent of the Company, except: (a) to your spouse, domestic partner or immediate family member; (b) to the extent required by law; (c) in connection with any claim to enforce, interpret or determine the scope, meaning, enforceability or effect of the Agreement; (d) to obtain confidential legal, tax or financial advice with respect thereto; (e) in connection with the exceptions set forth in Section 9 above; or (f) as may be previously publicly disclosed by the Company in its public filings with the Securities and Exchange Commission. Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
