Proprietary Information Agreement Sample Contracts

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Siclone Industries – Director Proprietary Information Agreement (December 13th, 2017)

THIS DIRECTOR PROPRIETARY INFORMATION AGREEMENT (the "Agreement") is made as of December __, 2017, by and between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation ("ApolloMed"), and __________ (the "Director").

Consulting, Transition and Proprietary Information Agreement (March 17th, 2017)

This Consulting, Transition and Proprietary Information Agreement (Agreement), dated March 16, 2017 (the Separation Date), is executed by and between McGrath RentCorp (the Company) and Dennis C. Kakures (Consultant or Kakures) with respect to the following facts:

Confidentiality, Non-Solicitation and Proprietary Information Agreement (Executive Chairman) (November 18th, 2016)

This Confidentiality, Non-Solicitation and Proprietary Information Agreement (the Agreement), is made as of the 15th day of November, 2016, between Evercore Partners Inc. (the Company), and the employee signatory hereto (the Employee).

Siclone Industries – BOARD OF DIRECTORS AGREEMENT This Board of Directors Agreement ("Agreement") Made as of January 12, 2016, by and Between Apollo Medical Holdings, Inc., With Its Principal Place of Business at 700 North Brand Boulevard, Suite 220, Glendale, California, 91203 (The "Company") and Mark Fawcett, With an Address in Care of Fresenius Medical Care Holdings, Inc., 920 Winter Street, Waltham, MA 02451 ("Director"), Provides for Director Services, According to the Following Terms and Conditions: I. Services Provided the Director Agrees, Subject to Director's Continued Status as a Director, to Serve on th (February 2nd, 2016)

Relationship and (ii) the Company for itself and on behalf of its officers, directors and shareholders expressly waives any rights to assert any claim that the Fresenius Relationship breaches any duty (fiduciary, contractual or otherwise) owed to the Company or its officers, directors and shareholders. IV. Compensation A. Cash Fee During the term of this Agreement, the Company shall pay the Director a nonrefundable fee of $1,000 per month in consideration for the Director providing the services described in Section I which shall compensate him for all time spent preparing for, travelling to (if applicable) and attending Board meetings; provided, however, that if any Board or committee meetings or duties require out-of-town travel time, such additional travel time may be billed at the rate set forth in subparagraph C of Section IV below. This cash fee may be revised by action of the Board from time to time. Such revision shall be effective as of the date specified in the resolution for

Celsion Corporation – Celsion Corporation, a Delaware Corporation ("Celsion"), Is Pleased to Extend to You an Offer of Employment With Celsion as Executive Vice President and CSO Nucleic Acid Therapy, Pending the Closing of the Purchase of Substantially All of the Assets and Assumption of Certain Specified Liabilities of Egen, Inc., an Alabama Corporation ("EGEN"), by Celsion Pursuant to That Certain Asset Purchase Agreement Dated on or About the Date Hereof, by and Between Celsion and EGEN (The "Purchase Agreement"). This Offer of Employment Is Contingent on the Closing of the Transactions Contemplated by the Purc (March 12th, 2015)

This offer letter, along with the Employee Proprietary Information Agreement and the other documents referred to herein, is the complete agreement regarding the terms and conditions of your employment and will supersede and replace any prior agreements (written or verbal) between you and Celsion and/or you and EGEN ("Prior Agreements"). By accepting this offer of employment with Celsion, you acknowledge and agree that upon the closing of the Acquisition, any Prior Agreements (including, without limitation, the Employment

Tgfin Holdings Inc – Redify Group, Inc. (May 30th, 2014)

Redify Group, Inc., formerly known as TGFIN Holdings, Inc. (the Company) is pleased that you have chosen to accept an appointment as its CEO. The purpose of this letter is to formally memorialize your existing agreement with the Company on the following terms:

ZCO LIQUIDATING Corp – Offer Letter (March 26th, 2013)

OCZ Technology Group, Inc. (Company) is pleased to offer you the position of Chief Financial Officer, reporting to me. Your anticipated start date will be no later than Monday, March 25, 2013. This offer and your employment relationship will be subject to the terms and conditions of this letter.

January 15, 2013 Howard Ervin 2550 Stanwell Drive Concord, CA 94520 Re: Amended and Restated Employment Agreement Dear Howard: (January 17th, 2013)

As we discussed, this amended and restated letter agreement (the "Agreement") sets forth the terms and conditions of your continued, non-regular employment with Cerus Corporation ("Cerus" or the "Company") on a part-time basis, in the position of Vice President, Legal Affairs. Except as expressly provided herein, this Agreement supersedes and replaces any other employment agreement you have with the Company, including but not limited to the letter agreement dated December 22, 2008 between you and the Company (the "2008 Agreement"), which shall have no further force or effect. By signing this Agreement, you consent to the changes in your employment terms set forth herein, and you agree that these changes and your new employment terms do not provide grounds for a "Good Reason Resignation" for purposes of the 2008 Agreement. This Agreement is effective as of January 1, 2013 (the "Effective Date").

ZCO LIQUIDATING Corp – September 21, 2012 (October 12th, 2012)

OCZ Technology Group, Inc. ("Company") is pleased to offer you the position of President and Chief Executive Officer reporting to the Chairman of the Board. You will remain a Board Member if you accept this offer. The company will provide an indemnity agreement to you prior to your start date. Your anticipated start date will be no later than Monday, October 15, 2012. This offer and your employment relationship will be subject to the terms and conditions of this letter.

Amended and Restated Employment Agreement (October 5th, 2012)

This Amended and Restated Employment Agreement (the Agreement) is entered into as of December 21, 2009 (the Effective Date), by and between RUCKUS WIRELESS, INC., a Delaware corporation (the Company), and Selina Y. Lo (Employee). As of the Effective Date, this Agreement amends, restates and supersedes in its entirety the employment agreement entered into between Employee and the Company dated August 1, 2006 (as amended on December 31, 2008, the Prior Agreement).

May 16, 2012 David Johnston (June 12th, 2012)

On behalf of Five Below, Inc. (the Company), I am proud to extend you an offer to join our Company as Chief Operating Officer. In that position, you will be an integral part of our team. You will report to Tom Vellios. Your anticipated start date is Monday, June 4th, 2012 and you will be working in the Companys Philadelphia, Pennsylvania headquarters. Your offer of employment is expressly conditioned on your signing and returning this letter and the attached Non-Disclosure Agreement.

Form of Software and Proprietary Information Agreement Between Ntelos Holdings Corp. And Lumos Networks Corp. (August 9th, 2011)

This SOFTWARE AND PROPRIETARY INFORMATION AGREEMENT (Agreement) is made, effective as of the Distribution Date (as defined herein), by and between NTELOS Holdings Corp., a Delaware corporation (NTELOS), and Lumos Networks Corp., a Delaware corporation (Wireline).

Servicesource International In – PERSONAL & CONFIDENTIAL August 1, 2010 Natalie Anne McCullough RE: Amended and Restated Employment Terms Dear Natalie, (December 20th, 2010)

ServiceSource International, LLC (hereinafter ServiceSource or the Company) hereby employs you, and you hereby accept employment with ServiceSource upon all of the terms and conditions described in this amended and restated offer letter (this Agreement), which replaces and supersedes in its entirety the offer letter previously entered into by and between you and ServiceSource (the Original Agreement).

Affinia Group Intermediate Holdings Inc. – Confidentiality, Non-Competition and Proprietary Information Agreement (November 12th, 2010)

This Confidentiality, Non-Competition and Proprietary Information Agreement (the Agreement), is made effective as of , between Affinia Group Holdings Inc. (the Company), and the employee signatory hereof (the Employee).

Affinia Group Holdings Inc. – Confidentiality, Non-Competition and Proprietary Information Agreement (September 29th, 2010)

This Confidentiality, Non-Competition and Proprietary Information Agreement (the Agreement), is made effective as of , between Affinia Group Holdings Inc. (the Company), and the employee signatory hereof (the Employee).

Successfactors, Inc. Change in Control Plan (July 28th, 2010)

The Company has adopted the SuccessFactors, Inc. Change in Control Plan (the "Plan") for the benefit of certain employees of the Company and its Affiliates, on the terms and conditions set forth in this Plan.

Chemspec Intl Ltd -Adr – Non-Disclosure, Non-Competition and Proprietary Information Agreement (June 17th, 2010)

In partial consideration and as a condition of my [employment] by Chemspec International Limited (the Company), and effective as of the date that my employment by Company first commenced, I hereby agree as follows:

Powin Corp – POWIN CORPORATION 6975 SW Sandburg Road, Suite 326 Tigard, OR 97223 Oct L2, 2009 Dear Mr. Ronald Horne, (December 8th, 2009)

Powin Corporation (the "Company") is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:

Powin Corp – POWIN CORPORATION 6975 SW Sandburg Road, Ste. 326 Tigard, OR 97223 (December 8th, 2009)

Powin Corporation (the Company) is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:

Powin Corp – POWIN CORPORATION 6975 SW Sandburg Road, Ste. 326 Tigard, OR 97223 (December 8th, 2009)

Powin Corporation (the Company) is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:

Powin Corp – POWIN CORPORATION 6975 SW Sandburg Road, Ste. (December 8th, 2009)

Powin Corporation (the Company) is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:

TeleNav, Inc. 1130 Kifer Road Sunnyvale, CA 94086 Tel: (408) 245-3800 / Fax: (408) 245-0238 Offer Letter Full Time Exempt Employee (October 30th, 2009)

TeleNav, Inc. (The Company of TeleNav) is very pleased to offer you the position of General Counsel, reporting to HP Jin, the CEO, on the following terms.

TeleNav, Inc. (October 30th, 2009)

TeleNav, Inc. (The Company of TeleNav) is very pleased to offer you the position of Senior Director of Business Development, on the following terms.

Powin Corp – POWIN CORPORATION 6975 SW Sandburg Road, Ste. 326 Tigard, OR 97223 (October 8th, 2009)

Powin Corporation (the Company) is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:

Powin Corp – POWIN CORPORATION 6975 SW Sandburg Road, Ste. 326 Tigard, OR 97223 (October 8th, 2009)

Powin Corporation (the Company) is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:

Powin Corp – POWIN CORPORATION 6975 SW Sandburg Road, Ste. (October 8th, 2009)

Powin Corporation (the Company) is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:

Chemspec Intl Ltd -Adr – Non-Disclosure, Non-Competition and Proprietary Information Agreement (May 26th, 2009)

In partial consideration and as a condition of my [employment] by Chemspec International Limited (the Company), and effective as of the date that my employment by Company first commenced, I hereby agree as follows:

Confidentiality, Non-Solicitation and Proprietary Information Agreement (Evercore Senior Managing Director) (May 22nd, 2009)

This Confidentiality, Non-Solicitation and Proprietary Information Agreement (the Agreement), is made on this 21st day of May, 2009, between Evercore Partners Inc. (the Company), and the employee signatory hereof (the Employee).

Genaera Corporation – [GENAERA LETTERHEAD] April 15, 2009 Michael Gast C/O Genaera Corporation 5110 Campus Drive Plymouth Meeting, PA 19462 Dear Mike: (April 28th, 2009)

As has been discussed, I regret that it has become necessary to terminate your employment with Genaera Corporation (Genaera), effective April 15, 2009 (the Separation Date). The purpose of this letter agreement is to confirm the terms of your separation.

FriendFinder Networks Inc. – Various, Inc. Employee Proprietary Information Agreement (April 27th, 2009)

In consideration of and as a condition of my employment by VARIOUS, INC. and/or by companies which it owns, controls, or is affiliated with, and their predecessors and successors (the Company), and the compensation previously, now and hereafter paid to me for such employment directly or through an agency, I hereby agree as follows, and confirm my compliance with the following during the entire course of employment with the Company or engagement in any other capacity whatsoever, whether as a consultant, independent contractor or in any other relationship:

Genaera Corporation – [GENAERA LOGO] March 31, 2009 Henry Wolfe C/O Genaera Corporation 5110 Campus Drive Plymouth Meeting, PA 19462 Dear Hank: (April 3rd, 2009)

As has been discussed, I regret that it has become necessary to terminate your employment with Genaera Corporation (Genaera), effective March 31, 2009 (the Separation Date). The purpose of this letter agreement is to confirm the terms of your separation.

FriendFinder Networks Inc. – Various, Inc. Employee Proprietary Information Agreement (December 23rd, 2008)

In consideration of and as a condition of my employment by VARIOUS, INC. and/or by companies which it owns, controls, or is affiliated with, and their predecessors and successors (the Company), and the compensation previously, now and hereafter paid to me for such employment directly or through an agency as well as other agreements involving the Company which I acknowledge will benefit me, I hereby agree as follows, and confirm my compliance with the following during the entire course of employment with the Company or engagement in any other capacity whatsoever, whether as a consultant, independent contractor or in any other relationship:

FriendFinder Networks Inc. – Various, Inc. Employee Proprietary Information Agreement (December 23rd, 2008)

In consideration of and as a condition of my employment by VARIOUS, INC. and/or by companies which it owns, controls, or is affiliated with, and their predecessors and successors (the Company), and the compensation previously, now and hereafter paid to me for such employment directly or through an agency as well as other agreements involving the Company which I acknowledge will benefit me, I hereby agree as follows, and confirm my compliance with the following during the entire course of employment with the Company or engagement in any other capacity whatsoever, whether as a consultant, independent contractor or in any other relationship:

Employment Agreement (January 10th, 2008)

The Employment Agreement (the Agreement) is made and entered into as of June 25th, 2007 (the Effective Date) among RXi Pharmaceuticals Corporation, a Delaware corporation (RXi or Employer) and Dmitry Samarsky, an individual and resident of the State of Colorado (Employee).

China Digital Tv Holding Co. – Form of Non-Disclosure, Non-Competition, Commitment and Proprietary Information Agreement (September 14th, 2007)

In partial consideration and as a condition of my employment/continued employment with Beijing Super TV Co., Ltd. (WFOE), and effective as of the date that my employment with WFOE first commenced, I hereby agree as follows: