Confidentiality and non-disparagement from Agreement
THIS AGREEMENT ("Agreement"), is made this 6th day of September, 2013, by and between SCRIPSAMERICA, INC. ("Scrips") on the one hand and MARLEX PHARMACEUTICALS, INC. ("Marlex"), SARAV A. PATEL, and SAMIR PATEL (together, the "Patels") on the other.
Confidentiality and non-disparagement. Each party warrants that it shall not disclose, disseminate and/or publicize, or cause or authorize to be disclosed, disseminated or publicized, the existence, nature, extent, scope or amount of this Agreement or the terms hereof to any person, bank or corporation, association, governmental agency or other legal entity without the consent of the other parties hereto, except to its legal counsel, accountants, auditors,
Confidentiality and Non-Disparagement from Separation Agreement and General Release
This Separation Agreement and General Release (Agreement) is entered into by and between John Dresel (Dresel) and Tullys Coffee Corporation (Tullys), collectively referred to hereinafter as the Parties, in consideration of the following mutual promises.
Confidentiality and Non-Disparagement. Tullys and Dresel agree to keep the existence and the terms of this Agreement absolutely confidential, except as to any disclosures that are (i) required by law, or (ii) reasonably required in connection with either of the parties federal tax filings. Dresel also acknowledges that during the course of his employment with Tullys, Dresel has had access to certain trade secrets, customer lists, drawings, designs, marketing plans, management organization information (including, without limitation, data and other information relating to members of the Board of Directors and other management personnel of Tullys), operating policies and manuals, business plans, financial records, and other financial, commercial, business and technical information relating or belonging to Tullys and information designated or considered as confidential or proprietary that Tullys may have received belonging to suppliers, customers or others who do business with Tullys (collectively, Confidential Information). For purposes of this Agreement and without limiting the foregoing description of Confidential Information, Confidential Information includes: all nonpublic information relating to Tullys and all non-public information regarding Tullys current or former employees, investors and customers. Examples of Confidential Information include, without limitation: the identities of past, present or potential customers, investors or employees, marketing plans, contract information, trade secrets as defined by Washington law, and any other sorts of items or information regarding Tullys or its customers, investors or employees that are not generally known to the public at large. As used herein, Confidential Information does not include any information that has been previously disclosed to the public by Tullys or is in the public domain, unless it has been wrongfully or illegally disclosed to the public. Dresel agrees that all Confidential Information shall remain the exclusive property of Tullys. For a period of three (3) years following the Separation Date, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, Dresel agrees not to disclose to anyone outside Tullys, nor to use for any purpose other than for Tullys benefit, (i) any Confidential Information or (ii) any information Tullys has received from others which Tullys is obligated to treat as confidential or proprietary. By signing this agreement, Dresel confirms that he has returned to Tullys all materials containing Confidential Information within Dresels possession or control. Dresel and Tullys further agree to refrain from making any statement about the other party that could reasonably be construed as negative, derogatory or disparaging in any way. Without limiting the foregoing, each party hereto agrees to refrain from making any statements that the other party reasonably construes as negative, derogatory or disparaging in any way concerning such other party or any of its officers or directors. Nothing in this Agreement, however, shall preclude or prevent any person from testifying in a truthful manner if required by law to testify pursuant to any legal proceedings.