Employee and Employer expressly understand and agree that Employer may at its sole discretion assign this Agreement and transfer Employee’s employment to another Related Entity (“Subsequent Employer”) as of, or at any time after, the Effective Date, and no such assignment and transfer shall be deemed to be a termination of employment for purposes of Section 3, or grounds for termination for Employee Cause; provided, however, that, effective with such assignment and transfer, all of Employer’s obligations hereunder shall be unchanged, assumed by, and be binding upon, and all of Employer’s rights hereunder shall be assigned to, such Subsequent Employer and the defined term “Employer” as used herein shall thereafter refer to such Subsequent Employer. Employee expressly consents to such assignment and transfer. Except for Employee’s title, as applicable, and as otherwise provided in this Section 5.1, all of the terms and conditions of this Agreement, including without limitation, Employee’s rights and obligations, shall remain in full force and effect following any such assignment and transfer of employment.
Employee and Employer expressly acknowledge that the entire agreement is contained in this Settlement Agreement and Release and no representations, promises, or inducements have been made by or to Employee other than as appear in this Settlement Agreement and Release. The parties understand and agree that this Settlement Agreement and Release may not be changed orally. This Settlement Agreement and Release supersedes all prior agreements and understandings concerning the subject matter hereof, including, but not limited to, Employee’s employment with Employer.
Employee and Employer. Any claim that Employee may have against Employer shall not constitute a defense to enforcement by Employer of this Agreement.
Employee and Employer acknowledge and agree that Employer has expended substantial amounts of time, money and effort to develop business strategies, customer relationships, employee relationships, trade secrets and goodwill and to build an effective organization and that Employer has a legitimate business interest and right in protecting those assets as well as any similar assets that Employer may develop or obtain. Employee and Employer acknowledge that Employer is entitled to protect and preserve the going concern value of Employer and its business and trade secrets to the extent permitted by law. Employee acknowledges and agrees the restrictions imposed upon Employee under this Agreement are reasonable and necessary for the protection of Employer’s legitimate interests, including Employer’s Confidential Information, intellectual property, trade secrets and goodwill. Employee and Employer acknowledge that Employer is engaged in a highly competitive business, that Employee is expected to serve a key role with Employer, that Employee will have access to Employer’s Confidential Information, that Employer’s business and customers and prospective customers are located around the world, and that Employee could compete with Employer from virtually any location in the world. Employee acknowledges and agrees that the restrictions set forth in this Agreement do not impose any substantial hardship on Employee and that Employee will reasonably be able to earn a livelihood without violating any provision of this Agreement. Employee acknowledges and agrees that part of the consideration for the restrictions in this Section 1 consists of Employer’s agreement to make severance payments as set forth in the separate Employment Agreement between Employer and Employee.
Employee and Employer agree that they shall keep the terms of this Agreement entirely confidential, except as and to the extent required to be disclosed by applicable law, code or regulation.
Employee and Employer acknowledge that they have read this entire Agreement and that they understand the nature of the foregoing restrictions, and that the parties are signing this Agreement willingly and without duress.
Employee and Employer. If Employee and Employer are unable to agree upon a single firm to make such determination, Employee and Employer shall each select one firm and the firms selected shall appoint a third firm to make the determination. The fees and expenses of any firm mutually agreed upon by Employee and Employer shall be borne by Employer. The fees and expenses of firms selected by Employee and Employer if no agreement is reached shall be borne by the party selecting such firm, with the fees and expenses of the third firm selected being shared equally by Employee and Employer. The determination of the accounting firm or firms shall be conclusive and binding on Employer and Employee.
Employee and Employer acknowledge and agree that each will remain bound to the non-disparagement provisions in Section 15 of the Employment Agreement for two (2) years following the Departure Date.
Employee and Employer their respective attorneys and --------------- other agents, agree not to disclose or cause the disclosure of the monetary or other terms of settlement, other than as required by law or as necessary for the preparation of income tax returns and other tax-related matters, or as necessary in the normal course of business for the Employer to perform its obligations under this Agreement. Any such disclosure shall be considered a breach of this Agreement resulting in damage to Employer or Employee, as pertinent.
Employee and Employer acknowledge that the parties' entering into this Agreement is a material inducement to and condition of Employer's consummating the acquisition of Seller's assets, which Employee acknowledges and agrees is of substantial benefit to him/her.
