kleister-nda/train/in.tsv

00a1d238e37ac225b8045a97953e845d.pdf	effective_date jurisdiction party term	EX-10.23 5 dex1023.htm COVENANT NOT TO COMPETE AND NON-DISCLOSURE AGREEMENT\nExhibit 10.23\nCOVENANT NOT TO COMPETE\nAND NON-DISCLOSURE AGREEMENT\nPARTIES:\nEric Dean Sprunk (“EMPLOYEE”)\nand\nNIKE, Inc., divisions, subsidiaries\nand affiliates. (“NIKE”):\nRECITALS:\nA. This Covenant Not to Compete and Non-Disclosure Agreement is executed upon initial employment or upon the EMPLOYEE’s\nadvancement with NIKE and is a condition of such employment or advancement.\nB. Over the course of EMPLOYEE’s employment with NIKE, EMPLOYEE will be or has been exposed to and/or is in a position to\ndevelop confidential information peculiar to NIKE’s business and not generally known to the public as defined below (“Protected Information”). It is\nanticipated that EMPLOYEE will continue to be exposed to Protected Information of greater sensitivity as EMPLOYEE advances in the company.\nC. The nature of NIKE’s business is highly competitive and disclosure of any Protected Information would result in severe damage to NIKE\nand be difficult to measure.\nD. NIKE makes use of its Protected Information throughout the world. Protected Information of NIKE can be used to NIKE’s detriment\nanywhere in the world.\nAGREEMENT:\nIn consideration of the foregoing, and the terms and conditions set forth below, the parties agree as follows:\n1. Covenant Not to Compete.\n(a) Competition Restriction. During EMPLOYEE’s employment by NIKE, under the terms of any employment contract or\notherwise, and for one year thereafter, (the “Restriction Period”), EMPLOYEE will not directly or indirectly, own, manage, control, or participate in\nthe ownership,\nmanagement or control of, or be employed by, consult for, or be connected in any manner with, any business engaged anywhere in the world in the\nathletic footwear, athletic apparel or sports equipment and accessories business, or any other business which directly competes with NIKE or any of\nits parent, subsidiaries or affiliated corporations ( “Competitor”). By way of illustration only, examples of NIKE competitors include, but are not\nlimited to: Adidas, FILA, Reebok, Puma, Champion, Oakley, DKNY, Converse, Asics, Saucony, New Balance, Ralph Lauren/Polo Sport, B.U.M,\nFUBU, The Gap, Tommy Hilfiger, Umbro, Northface, Venator (Foot lockers), Sports Authority, Columbia Sportswear, Wilson, Mizuno, Callaway\nGolf and Titleist. This provision is subject to NIKE’s option to waive all or any portion of the Restriction Period as more specifically provided\nbelow.\n(b) Extension of Time. In the event EMPLOYEE breaches this covenant not to compete, the Restriction Period shall automatically\ntoll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other\naction, including all appeals. The Restriction Period shall continue upon the effective date of any such settlement judicial or other resolution. NIKE\nshall not be obligated to pay EMPLOYEE the additional compensation described in paragraph 1(d) below during any period of time in which this\nAgreement is tolled due to EMPLOYEE’s breach. In the event EMPLOYEE receives such additional compensation after any such breach,\nEMPLOYEE must immediately reimburse NIKE in the amount of all such compensation upon the receipt of a written request by NIKE.\n(c) Waiver of Non-Compete. NIKE has the option, in its sole discretion, to elect to waive all or a portion of the Restriction Period or\nto limit the definition of Competitor, by giving EMPLOYEE seven (7) days prior notice of such election. In the event all or a portion of the\nRestriction Period is waived, NIKE shall not be obligated to pay EMPLOYEE for any period of time as to which the covenant not to compete has\nbeen waived.\n(d) Additional Consideration. As additional consideration for the covenant not to compete described above, should NIKE terminate\nEMPLOYEE’s employment and elect to enforce the non-competition agreement, NI
031470434423a8c40105a4b404ced88b.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 3 d450961dex99e2.htm EX-(E)(2)\nExhibit (e)(2)\nLOGO\nConfidential\nMUTUAL CONFIDENTIALITY AGREEMENT\nThis Mutual Confidentiality Agreement (“Agreement”) is effective as of February 10, 2017 (“Effective Date”), between Kite Pharma,\nInc., a Delaware corporation having a place of business at 2225 Colorado Avenue, Santa Monica, CA 90404 (“Kite”) and Gilead Sciences, Inc.,\na Delaware corporation having a place of business at 333 Lakeside Drive, Foster City, CA 94404 (“Company”). Kite and Company may be\nreferred to herein individually as a “Party” and collectively as the “Parties.”\nThe Parties desire to exchange Confidential Information (as defined below) for the Purpose (as defined below) and desire that their\nrespective Confidential Information be maintained in accordance with this Agreement. Therefore, the Parties agree as follows:\n1. Definitions.\n1.1\n“Affiliate” means, with respect to a Party, any person, corporation or other entity that directly or indirectly controls, is controlled by,\nor is under common control with such Party. For purposes of this definition, “control” means possession of the power to direct the\nmanagement of such entity or person, whether through ownership of more than fifty percent (50%) of voting securities, by contract or\notherwise.\n1.2\n“Confidential Information” means any and all information and/or data disclosed to the Receiving Party (as defined below) by the\nDisclosing Party (as defined below) under this Agreement, and may include, without limitation, know-how, data, designs, plans,\nspecifications, protocols, documents, trade secrets, ideas, concepts, products, processes, prototypes, formulas, works-in-progress,\nsystems, technologies, manufacturing or marketing techniques, business or financial information; provided, however, that\nConfidential Information shall not include, and neither party shall disclose to the other party, any non-publicly disclosed chemical\nstructures of its compounds or sequence information, including amino acid and nucleic acid sequences, of its proteins, molecules or\nother proprietary substances, unless such disclosure is requested in advance in writing by the Receiving Party and thereafter later\nagreed to in writing by both parties, in which case such disclosed chemical structures and/or sequence information (as specifically\nindicated in any such subsequent writing) shall be deemed Confidential Information of the Disclosing Party under this Agreement.\n1.3\n“Disclosing Party” means the Party or its Representatives divulging Confidential Information to the Receiving Party (as defined\nbelow).\n1.4\n“Purpose” means to discuss, evaluate, negotiate and possibly enter into a business transaction involving Kite (and/or any of its\nAffiliates) and the Company (and/or any of its Affiliates).\n1.5\n“Receiving Party” means the Party or its Representatives receiving Confidential Information from the Disclosing Party.\n1.6\n“Representatives” means, with respect to a Party, such Party’s Affiliates and its (and its Affiliates’) respective officers (including\ndirectors), trustees, employees, agents, professional advisors, non-employee staff and consultants, including legal and financial\nadvisors.\n2. Duties.\n2.1 Restrictions on Use and Disclosure. Each Receiving Party agrees that it shall hold the Disclosing Party’s Confidential Information in\nsecrecy and confidence and shall not disclose any of the Disclosing Party’s Confidential Information to a third party, other than the\nReceiving Party’s Representatives as permitted by Section 2.2 below, nor use it for any purpose other than the Purpose, without the\nexpress\n1of5\nConfidential\nwritten consent of the Disclosing Party. Each Receiving Party agrees to use at least the same degree of care to prevent any\nunauthorized access, disclosure or publication of the Confidential Information of the Disclosing Party as the Receiving Party uses to\nprotect its own valu
03ae3b511276b560dc8806eb61b9d063.pdf	effective_date jurisdiction party term	EX-10.3 6 d281487dex103.htm CONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nExhibit 10.3\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nThis Confidentiality and Non-Solicitation Agreement (the “Agreement”) dated this 6th day of January, 2012 is entered into by and between\nMaher Albitar, M.D., an individual who resides at the address set forth on the signature page hereof (“Contractor”) and NeoGenomics Laboratories,\nInc., a Florida corporation (“NeoGenomics” and collectively with NeoGenomics, Inc, a Nevada corporation, the NeoGenomics’ parent corporation,\nthe “Company”). Hereinafter, each of the Contractor or the Company maybe referred to as a “Party” and together be referred to as the “Parties”.\nRECITALS:\nWHEREAS, Contractor is a member of the Board of Directors of Health Discovery Corporation, a Georgia corporation, which specializes,\namong other things, in the field of discovering new proprietary methods for genetic and molecular laboratory testing; and\nWHEREAS, Health Discovery Corporation licensed its technology to NeoGenomics to commercialize certain cancer-related genetic and\nmolecular testing products and services pursuant to a licensing agreement; and\nWHEREAS, pursuant to such licensing agreement, Contractor agreed to provide full-time services to NeoGenomics in order to assist with\nsuch commercialization activities; and\nWHEREAS, NeoGenomics has appointed Contractor as its Chief Medical Officer; and\nWHEREAS, NeoGenomics and Albitar Oncology Consulting, LLC, a Delaware limited liability corporation solely owned by Contractor\n(“Medical Professional Corporation” or “MPC”), have entered into that certain Medical Services Agreement of even date herewith, which specifies\nhow NeoGenomics will work with MPC and Contractor, on a full-time basis to pursue business opportunities in the cancer-related genetic and\nmolecular testing market (the “Medical Services Agreement”) and that certain Confidentiality, Title To Work Product and Non-Solicit Agreement\nof even date herewith (the “Work Product Agreement”); and\nWHEREAS, Contractor will provide professional services to NeoGenomics through MPC and derive economic benefit from NeoGenomics\nthrough MPC; and\nWHEREAS, Contractor has also been awarded non-qualified stock options and warrants of the Company as part of the overall business\nrelationship with the Company; and\nWHEREAS, the Company will be providing MPC and Contractor with access to certain confidential and competitive information about\nNeoGenomics’ new product development plans, business and clients as part of the business arrangement with MPC; and\nWHEREAS, the Company desires to protect and preserve its Confidential Information and its legitimate business interests by having the\nContractor enter into this Agreement as part of the Medical Services Agreement; and\nWHEREAS, Contractor acknowledges that Company will disclose certain Company confidential and proprietary information, trade secrets\nand customer and supplier relationships and desires to establish and maintain a business relationship with the Company and as part of such business\nrelationship desires to enter into this Agreement with the Company.\nCONTRACTOR’S INITIALS\n/s/ M.A.\n1\nNow, therefore, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency\nof which is hereby acknowledged by Contractor, the Parties agree as follows:\n1. Term. The parties agree that the term of this agreement is effective upon execution and shall survive and continue to be in force and effect for\ntwo years following the earlier of a) the termination of any employment or independent contractor relationship between the Contractor and the MPC,\nwhether termination is by the MPC with or without cause, wrongful discharge, or for any other reason whatsoever, or by the Contractor, b) the date\non which the Contractor ceases to be an equity owner of the MPC, or c) the termina
03efbda01358533c167ca9b1e6d72051.pdf	effective_date jurisdiction party term	EX-10.26 26 ex10-26.txt NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT 1 NON-\nCIRCUMVENTION AND NON-DISCLOSURE AGREEMENT This Non-Circumvention and Non-Disclosure\nAgreement (hereinafter referred to as the "Agreement" is made this 6th of February, 1999 by and between High Speed\nNet Solutions and R. J. Seifert Enterprises. Collectively, all the parties hereto may be referred to hereinafter as the\n"Parties", shall include both disclosing party and informed party without prejudice. Whereas, the Parties wish to\nassociate themselves for the purpose of working together for their individual and common benefit. Now, therefore, in\nconsideration of the representations, agreements, promises and covenants contained herein and other good and valuable\nconsideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Parties\nagree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the\neffective date hereof. Such covenant and agreement shall survive termination of this Agreement for any reason\nwhatsoever. a) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct\nbusiness with any sources or contacts, or said source's or contact's associates as defined below, that are originally made\nknown and/or available by another Party hereto, at any time or in any manner, without the express written permission\n(not to be unreasonably withheld) of the Party who made the source(s) known and/or available. b) For purposes of this\nAgreement, the term "associates" or "contacts" shall be defined as: in the case of a business entity its officers, directors,\naffiliates, subsidiaries, associated entities, and any other business entity in which the business entity owns five percent\n(5%) or more of the outstanding equity interest. c) The Parties will maintain complete confidentiality regarding this\nAgreement and all transactions occurring thereunder, each other's business, business sources and affiliates and each\nother's propriety knowledge and know-how, and will disclose such information only pursuant to the express written\npermission of the party who made such information available save where such information deemed to be in the public\ndomain or under the order of a competent Court or Government Agency. d) This Agreement and each additional\nagreement concluded or written or verbal disclosure made between the Parties, shall be kept confidential and is not to be\nreproduced, communicated or distributed in any manner whatsoever except on a "need to know" basis to persons directly\ninvolved with the closing of any transaction contemplated between the Parties, or legal counsel of a Party. e) It is\nunderstood and agreed that by reason of this "Agreement" the "Parties" that are involved during the course of business\ntransactions may learn from one another, or from the 2 principals the names, addresses, telephone numbers of lenders,\nagents, brokers, clients or others hereafter referred to as "Contracts" and or "Associates". f) It is understood and agreed\nthat the "Contracts" of each party hereto are and shall be recognized as exclusive and valuable "Contracts" and that the\nparties will not directly or indirectly negotiate or participate in any transaction circumventing the party who first\nprovided the "Contract". 2. The Agreement is valid and effective for all purposes, business, communications,\nnegotiations, disclosures and transactions of whatever nature between the Parties for a period of two (2) years from the\neffective date hereof. 3. Each Party represents, warrants and covenants that all information furnished by said party, or to\nbe furnished by said Party, or to any other Party or Parties hereto is, or will be, true, complete, correct and accurate to\nbest of said Party's knowledge, ability and belief. 4. In the event of circumvention by the "Parties" involved in this\ntransaction, either directly or indi
03fd0e629b617da00c54794a8a78b24d.pdf	effective_date jurisdiction party term	EX-7.5 2 dex75.htm AMENDED AND RESTATED CONFIDENTIALITY AGREEMENT\nExhibit 7.5\nExecution Version\nAMENDED AND RESTATED CONFIDENTIALITY AGREEMENT\nThis Amended and Restated Confidentiality Agreement dated as of July 13, 2011 (the “Agreement”), is entered into between 99¢ Only\nStores, a California corporation (the “Company”), and Leonard Green & Partners, L.P., a Limited Partnership (“Counterparty”). Each of the\nCompany and Counterparty are referred to herein as a “Party.”\nRECITALS\nA. Counterparty is evaluating, together with certain members of the Gold family and the Company’s CEO, a possible negotiated\ntransaction (a “Possible Transaction”) involving the Company, and has requested access to certain information concerning the Company.\nB. The Company requires, as a condition to providing such information to Counterparty or its Representatives, that any information\nprovided by it or on its behalf to Counterparty or its Representatives shall be kept strictly confidential, and that Counterparty agrees to certain other\nrestrictions and agreements, all as set forth herein.\nC. Counterparty and the Company on January 27, 2011 entered into a Confidentiality Agreement (the “Original Confidentiality\nAgreement”). Counterparty and the Company have agreed to certain modifications of the Original Confidentiality Agreement and wish to amend and\nrestate the Original Confidentiality Agreement in its entirety to reflect such modifications.\nNOW, THEREFORE, in consideration of the foregoing recitals and the agreements contained herein, and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:\nARTICLE 1\nDEFINITIONS\nSection 1.1 Certain Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings:\n(a) “Affiliate” of a specified person shall mean any corporation or other person or entity that directly or indirectly, through one or more\nintermediaries, controls, is controlled by, or is under common control with the person specified. The term “control” means the possession, direct or\nindirect, of the power to direct or cause the direction of the management and policies of a person or entity.\n(b) “Representatives” means a Party’s officers, directors, employees, legal counsel, financial advisors, debt financing sources (subject to\nSection 2.8) and, in the case of\nCounterparty, any consultant to Counterparty who has been pre-approved in writing by the Company.\n(c) “Restriction Period” means the period commencing on January 27, 2011 and ending on the date that is 18 months from January 27,\n2011.\n(d) “Review Material” means any and all information, data, and analyses, whether written or oral, and any and all documents and\nmaterials, furnished or made available by the Company or its Representatives to Counterparty or its Representatives relating to a Possible\nTransaction or in connection with the consideration of a Possible Transaction or otherwise relating to the Company or its business, operations,\nprospects, assets or liabilities, and any and all analyses, compilations, studies, documents, or other material prepared by Counterparty or its\nRepresentatives containing or based in whole or in part upon such information, data, and analyses, documents, and materials (“Counterparty\nMaterials”), but does not include information, data, analyses, documents, or materials that (i) is when furnished or thereafter becomes available to\nthe public other than as a result of a disclosure by Counterparty or its Representatives, or (ii) is already in the possession of or becomes available to\nCounterparty or its Representatives on a non-confidential basis from a source other than the Company, any of its Affiliates, or any of its or its\nAffiliates’ Representatives, provided that, to the knowledge of Counterparty, such source is in lawful possession of s
04139986fd9aaf6cb0c374a67d045478.pdf	effective_date jurisdiction party term	EX-10.17 9 dex1017.htm AT-WILL EMPLOYMENT, PROPRIETARY RIGHTS, NON-DISCLOSURE & NO\nCONFLICTS AGREEMENT\nExhibit 10.17\nAs a condition of my employment with Dolby Laboratories, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in\nconsideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the\nfollowing, effective immediately prior to such time that the Securities and Exchange Commission declares the Company’s registration statement on\nForm S-1 effective (“Effective Time”):\nI. AT-WILL EMPLOYMENT\nI UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION\nAND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS\nUNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I\nACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD\nCAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR ME, WITH OR WITHOUT NOTICE.\nII. EMPLOYEE PROPRIETARY RIGHTS & NON -DISCLOSURE AGREEMENT\nI recognize that, as part of its business, it is important that the Company initiate, make and develop technological innovations and inventions,\ncreate copyrightable works, develop valuable information and trade secrets, and protect its legal rights in such matters. Therefore, in consideration of\nmy employment by the Company, I hereby agree:\n1. To maintain in strictest confidence, both during the term of my employment and thereafter, all confidential technical and business\ninformation, trade secrets, inventions and innovations and unpublished copyrightable works of the Company, its successors or assigns, and my co-\nworkers, either learned or developed by me during the term of my employment; and\n2. To promptly disclose and assign all rights to the Company, its successors or assigns, in any and all inventions or innovations that are\nconceived or first actually reduced to practice by me, either alone or jointly with others, during my term of employment by the Company after the\nEffective Time; except that I need not assign to the Company title in any invention or innovation that either:\na. does not relate at the time of conception or reduction to practice (1) to the business of the Company or (2) to the Company’s actual or\ndemonstrably anticipated research or development (collectively, the “Business”), or\nb. does not result from any work performed by me for the Company and was developed without using the Company’s equipment,\nsupplies, facilities, or trade-secret information, unless either (1) the invention relates at the time of conception or reduction to practice to the\nBusiness, or (2) full title in the United States to the invention is required by contract between the Company and the United States or any of its\nagencies.\nI understand that all those disclosures of my inventions and innovations made to the Company under this paragraph for which I need not assign title\nto the Company shall be received in confidence by the Company.\n3. That any inventions, products, processes, apparatus, designs, improvements, or business related suggestions and information conceived,\ndiscovered, made or developed by me, solely or jointly with others, after my termination of employment with the Company that includes or uses the\nfirm’s trade secrets or confidential information shall belong to the Company and I agree to assign any and all rights in such items to the Company.\n4. To promptly disclose to the Company all copyrightable works, including, but not limited to all computer programs and accessory materials,\ncreated by me, either alone or jointly with others, during my term of employment by the Company after the Effective Time resulting from work\nperformed by me for the Company; and to assign to the Company, its successors and assigns, the entire copyright in any and a
04bf0791804e8487c91ab84eaa47a335.pdf	effective_date jurisdiction party term	EX-99. (E) (1) 4 dex99e1.htm MUTUAL NON-DISCLOSURE AGREEMENT\nExhibit (e)(1)\nMUTUAL NON-DISCLOSURE AGREEMENT dated as of September 23, 2009 (this “Agreement”) among ALTIMO HOLDINGS &\nINVESTMENTS LIMITED, a company organized under the laws of the British Virgin Islands (“Altimo”), TELENOR ASA, a company organized\nunder the laws of Norway (“Telenor”), and OPEN JOINT STOCK COMPANY “VIMPEL-COMMUNICATIONS”, an open joint stock company\norganized under the laws of the Russian Federation (“VimpelCom” and, together with Altimo and Telenor, collectively, the “Parties” and each,\nindividually, a “Party”).\nWHEREAS, Altimo, Telenor and VimpelCom are currently discussing and evaluating a possible transaction (the “Transaction”) between\nAltimo, Telenor and VimpelCom, with respect to Altimo and Telenor’s respective indirect shareholdings in VimpelCom and Closed Joint Stock\nCompany “Kyivstar G.S .M.,” a closed joint stock company organized under the laws of Ukraine (“Kyivstar”);\nNOW, THEREFORE, it is hereby agreed by the Parties as follows:\n1. Each Party agrees that Information (as defined below) will be kept confidential by such Party and its Representatives and will not be\ndisclosed or divulged to any other Person (as defined below) without the express prior written consent of the other Parties. Nothing in this\nAgreement shall preclude a Party or its Representatives (as defined below) from disclosing Information which (a) is or becomes generally available\nin the public domain other than as a result of a disclosure by the Party or its Representatives receiving the Information in violation of the terms of\nthis Agreement, (b) was available to such Party or its Representatives on a non-confidential basis prior to its disclosure, (c) becomes available to\nsuch Party or it Representatives on a non-confidential basis from a source other than another Party or its Representatives or Kyivstar, provided that\nsuch source was not known by such Party (after making appropriate inquiries) to be prohibited from disclosing such Information by a contractual or\nlegal obligation to another Party or its affiliates or (d) has been developed by such Party or its Representatives independently of any Information\nsupplied hereunder. As used herein, “Information” means (i) the fact that discussions or negotiations are taking place concerning the Transaction,\n(ii) any of the discussions, negotiations, terms, conditions or other facts with respect to the Transaction (including the status thereof), (iii) any non-\npublic, confidential or proprietary information received from any Party or its Representatives or Kyivstar, whether in oral, written, visual, magnetic,\nelectronic or other form and regardless of whether such information is specifically identified as “confidential”, together with any analyses,\ncompilations, studies or other documents which contain or otherwise reflect such information, and (iv) the existence and terms of this Agreement;\nand “Person” means any individual, governmental body (including, without limitation, any court or regulatory authority), arbitration tribunal,\npartnership, corporation, the media or any other entity.\n2. Each Party is permitted to disclose the Information only to those of its subsidiaries and affiliates and its and their respective directors,\nofficers, employees, attorneys, accountants, financial advisors, financing sources and other agents (collectively, a Party’s “Representatives”) who\nneed to know such Information for the purpose of facilitating the Transaction; provided that such Party shall inform its Representatives of the\nconfidential nature of such Information, shall provide them with a copy of this Agreement and shall direct them to treat such Information as\nconfidential in accordance with the terms hereof; and provided further that for purposes of the definition of “Representatives”, neither Telenor nor\nAltimo shall be deemed affiliates of VimpelCom.\
0564e5bce70dd2df5473d64da16ddbe3.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 9 d380892dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nLOGO\nWells Fargo Securities, LLC\n301 South College Street\nCharlotte, NC 28288-8905\nFebruary 28, 2011\nABC-Mart, Inc.\nc/o Barclays Capital\n745 Seventh Avenue\nNew York, NY 10019\nAttention:\nAri D. Berger, Managing Director\nRetail & Apparel Investment Banking Group\nCONFIDENTIALITY AGREEMENT\nLadies and Gentlemen:\nYou have expressed interest in pursuing the acquisition of LaCrosse Footwear, Inc. (the “Company”), which is represented by Wells Fargo\nSecurities LLC (“Wells Fargo”), through the purchase of all the capital stock of the Company (the “Transaction”). You have requested that the\nCompany or its representatives furnish you or your representatives with certain information relating to the Company or the Transaction. All such\ninformation (whether written or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees,\naffiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “the Company\nRepresentatives”) to you or your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors,\nattorneys and accountants) or agents (collectively, “your Representatives”) and all analyses, compilations, forecasts, studies or other documents\nprepared by you or your Representatives in connection with your or their review of, or your interest in, the Transaction which contain or reflect any\nsuch information is hereinafter referred to as the “Information.” The term Information will not, however, include information which (i) is or\nbecomes publicly available other than as a result of a disclosure by you or your Representatives in violation of this letter agreement or other\nobligation of confidentiality, (ii) is already known to you at the time of its receipt form the Company or the Company Representatives, (iii) is or\nbecomes available to you on a nonconfidential basis from a source (other than the Company or its Representatives) not known by you to be\nprohibited from disclosing such information to you by a legal, contractual or fiduciary obligation, or (iv) has been independently developed by you\nor any of your Representatives without reference to any of the Information.\nLOGO\nWells Fargo Securities, LLC\nFebruary 28, 2011\nPage 2\nAccordingly, you hereby agree that:\n1. You and your Representatives (i) will keep the Information confidential and will not (except as required by applicable law, regulation or legal\nprocess, and only after compliance with paragraph 3 below), without the Company’s prior written consent, disclose any Information in any\nmanner whatsoever, in whole or in part, (ii) will not use any Information other than in connection with the Transaction; provided, however, that\nyou may reveal the Information or portions thereof to your Representatives (a) who need to know the Information for the purpose of evaluating\nthe Transaction, (b) who are informed by you of the confidential nature of the Information and (c) who are directed by you to treat the\nInformation in a manner consistent with the terms of this letter agreement. You will be responsible for any breach of this letter agreement by\nany of your Representatives. You and the Company shall be permitted to disclose the tax treatment and tax structure of the Transaction\n(including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information\nor, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the\nearliest to occur of the date of (i) public announcement of discussions relating to the Transaction, (ii) public announcement of the Transaction\nor (iii) execution of a definitive agreement (with or without conditions) to enter into the Transaction;
0587275477c6ad6d0d72419383e04b88.pdf	effective_date jurisdiction party term	EX-10 6 ex10ii26.htm EXHIBIT 10.(II)(26)\nExhibit 10.(ii)(26)\nExecutive Non-Disclosure and\nNon-Solicitation of Employees Agreement\nEXECUTIVE A\n______________________________________________________________________________\nIn order for Sears, Roebuck and Co., including its subsidiaries (collectively referred to as "Sears'' or the "Company"), to\nmaintain a competitive edge, Sears must protect its Confidential Information and the stability of its workforce.\nTherefore, as a condition of employment with Sears, I agree as follows:\nDEFINITIONS\n1. "Sears Confidential Information" means trade secrets and non-public information which Sears designates as being\nconfidential or which, under the circumstances surrounding disclosure, should be treated as confidential, including,\nwithout limitation, any information received in confidence or developed by Sears, its long and short term goals, vendor\nand supply agreements, databases, methods, programs, techniques, business information, financial information,\nmarketing and business plans, proprietary software, personnel information and files, client information, pricing, and\nother information relating to the business of Sears that is not known generally to the public or in the industry and is of\nvalue to Sears.\nNON-DISCLOSURE OF CONFIDENTIAL INFORMATION\n2. I will not, during the term of my employment with Sears or thereafter, except as Sears may otherwise consent or direct\nin writing, reveal or disclose, sell, use, lecture upon or publish any Sears Confidential Information until such time as the\ninformation becomes publicly known through a source other than me.\n3. I understand that if I possess any proprietary information of another person or company as a result of prior\nemployment or otherwise, Sears expects and requires that I will honor any and all legal obligations that I have to that\nperson or company with respect to proprietary information, and I will refrain from any unauthorized use or disclosure of\nsuch information.\nRETURN OF SEARS PROPERTY\n4. All documents and other tangible property which relate to the business of Sears are the exclusive property of Sears,\neven if I authored or created them. I agree to return all such documents and tangible property to Sears upon termination\nof employment or at such earlier time as Sears may request me to do so.\nCONFLICT OF INTEREST\n5. During my employment, neither I nor members of my immediate family will have financial investments or other\ninterests or relationships with the Company's customers, suppliers or competitors which might impair my independence\nof judgment on behalf of the Company. I also agree not to engage in any competitive activity against the Company and\nwill avoid any outside activity that could adversely affect the independence and objectivity of my judgment, interfere\nwith the timely and effective performance of my duties and responsibilities to the Company, discredit the Company or\notherwise conflict with the Company's best interests.\nNON-SOLICITATION OF EMPLOYEES\n6. During my employment with Sears and for one (1) year thereafter, I shall not, directly or indirectly, solicit or\nencourage any person to leave her/his employment with Sears or assist in any way with the hiring of any Sears employee\nby any other business.\nIRREPARABLE HARM\n7. Irreparable harm would result from any breach by me of the provisions of this Agreement, and monetary damages\nalone would not provide adequate relief for any such breach. Accordingly, if I breach or threaten to breach this\nAgreement, injunctive relief in favor of Sears is proper, without the necessity of Sears posting a bond. Moreover, any\naward of injunctive relief shall not preclude Sears from seeking or recovering any lawful compensatory damages which\nmay have resulted from a breach of this Agreement, including a forfeiture of any future payments and a return of any\npayments already received by me.\nSEVERABILITY\n8. If any provision of this Agreement is held invalid by a
05947711a24a5b7ce401911d31e19c91.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 3 dex99e2.htm CONFIDENTIALITY AGREEMENT\nEXHIBIT (e)(2)\nPRIVILEGED AND CONFIDENTIAL\nDecember 28, 2006\nPotomac Key Group, LLC\nAttn: Stuart Mackiernan\nRe: Confidentiality Agreement\nDear Sir:\nPotomac Key Group, LLC (the “Undersigned”) has requested information concerning CompuDyne Corporation and its subsidiaries (together,\nthe “Company”) in connection with its consideration of a potential acquisition of, or other transaction with, such Company (the “Potential\nTransaction”). As a condition to the furnishing to the Undersigned and its Representatives (as defined below) of certain information about the\nCompany, the Undersigned agrees to be bound by the terms and conditions of this agreement, and the Undersigned further agrees to inform any\nRepresentative to whom Proprietary Information (as defined below) is disclosed pursuant to the terms of this agreement of the contents of this\nagreement and the confidential nature of the Proprietary Information (as defined below).\nAll information furnished by or on behalf of the Company or its Representatives, or learned by the Undersigned during any visits to the\nCompany’s facilities in connection with its consideration of a Potential Transaction, whether furnished or learned before or after the date hereof,\nwhether oral, written or electronic, and regardless of the manner or form in which it is furnished or learned, including, without limitation, all data,\nreports, interpretations, forecasts and records containing or otherwise reflecting information concerning the Company or its affiliates or the Potential\nTransaction, whether prepared by the Company or others, and any summaries, analyses or other documents created by the Undersigned, the\nCompany or others which refer to, relate to, discuss, constitute, or embody all or any portion of the Proprietary Information provided by the\nCompany or its Representatives, is referred to in this agreement as “Proprietary Information.” The term Proprietary Information shall not include,\nhowever, information which (a) is or becomes generally available to the public other than as a result of a disclosure by the Undersigned or its\nRepresentatives, (b) was in the Undersigned’s possession and obtained on a non-confidential basis prior to its disclosure by the Company or its\nRepresentatives, (c) becomes available to the Undersigned on a non-confidential basis from a person other than the Company or its Representatives\nwho, to the knowledge after due inquiry of the Undersigned or its Representatives, as the case may be, is not otherwise bound by a confidentiality\nagreement with the Company or any of its Representatives, or is otherwise not under an obligation to the Company or any of its Representatives not\nto transmit the information to the Undersigned or (d) is developed by the Undersigned or its Representative without reference to the Proprietary\nInformation. As used in this agreement, the term “Representatives” means, as to any person, such person’s affiliates and its and their directors,\nofficers, employees, agents, advisors (including, without limitation, financial advisors, counsel and accountants) and\ncontrolling persons. As used in this agreement, the term “person” shall be broadly interpreted to include, without limitation, the media, any\ncorporation, company, partnership, other entity or individual.\nSubject to the immediately succeeding paragraph, unless otherwise agreed to in writing by the Company or CompuDyne Corporation\n(“Parent”), the Undersigned agrees that for a period of two years (a) except as required by law, rule, regulation, stock exchange rule or disclosure\nrequirement of the Securities and Exchange Commission (collectively, “Law”), or with the prior written consent of the Company, to keep all\nProprietary Information confidential and not to disclose or reveal any Proprietary Information to any person other than its Representatives who are\nactively and directly participating in
05f4ad5ef8f2f3998da46ad87c55e71b.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 9 d907418dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nDecember 11,2014\nFortune Brands Home & Security, Inc.\n520 Lake Cook Road\nDeerfield, IL 60015\nLadies and Gentlemen:\nIn connection with your consideration of a possible negotiated transaction with Norcraft Companies, Inc. (together with its affiliates and\nsubsidiaries, the “Company”) (such possible transaction between the Company and you or your controlled affiliates being referred to herein as\nthe “Transaction”), you have requested non-public, confidential or proprietary information about the Company including, without limitation,\ninformation in any form or medium regarding the Company’s current and prospective business, plans, forecasts, assets, liabilities, conditions,\naffairs, results, finances, strategies, products, services, technology, software, trade secrets, business processes, know-how, data, employees,\nagents, customers, licensors and vendors, (all such furnished information and all analyses, compilations, data, studies, summaries, notes,\ninterpretations, memoranda or other documents (in any form or medium) prepared by or for you or your Representatives (defined herein)\ncontaining or based in whole or in part on or reflecting any such furnished information, collectively, the “Confidential Information”). In\nconsideration of Confidential Information being furnished to you by or on behalf of the Company, you hereby agree as follows:\n1. The Confidential Information will be used by you and your directors, officers, employees, agents and advisors (collectively,\n“Representatives”) solely for the purpose of evaluating the Transaction. Unless and until the Transaction has been consummated pursuant to\ndefinitive agreement (not including any executed letter of intent, any other preliminary written agreement or any written or oral acceptance of an\noffer or bid which you submit) (the “Transaction Agreement”), no portion of the Confidential Information will be disclosed by you to any other\nperson or entity, including, without limitation, the media (whether electronic, print, broadcast or other) or any corporation, company, partnership,\nlimited liability company, joint venture or individual (each, a “Person”), except to your Representatives who need to know such information\nsolely for the purpose of evaluating the Transaction. Prior to any disclosure of Confidential Information by you to any such Representatives, you\nwill inform them of the confidential nature of the Confidential Information and direct them to abide by the terms of this agreement (the\n“Agreement”). You will use reasonable precautions, in any event no less rigorous than the precautions you take to protect your own confidential\ninformation, to safeguard the Confidential Information, and you will take reasonable measures to restrict access to the Confidential Information\nand prevent prohibited or unauthorized disclosure or use of the Confidential Information by your Representatives. You agree to be responsible for\nany breach of the terms of this Agreement by your Representatives. You hereby acknowledge and agree that all Confidential Information shall be\nand remain the exclusive property of the Company (or, as applicable, third Persons conducting business with the Company). You agree not to\nreproduce or\n-1-\ncopy by any means any Confidential Information without the Company’s prior written consent, except as reasonably required for distribution to\nyour Representatives for purposes of evaluating the Transaction and not to reverse engineer or seek to reveal the trade secrets or know-how\nunderlying any software, technology or other embodiment of intellectual property within the Confidential Information. You represent and warrant\nthat in considering the Transaction and reviewing the Confidential Information, you are acting solely on your own behalf and not as part of a\ngroup with any unaffiliated parties. For the avoidance of doubt, your Representatives
06bb89c0b34d24024ccfba76663bac8f.pdf	effective_date jurisdiction party term	EX-10.1 2 d338123dex101.htm FORM OF EMPLOYEE NON-COMPETITION AND CONFIDENTIALITY\nAGREEMENT\nExhibit 10.1\nFORM OF\nEMPLOYEE NON-COMPETITION AND\nCONFIDENTIALITY AGREEMENT\nThis Employee Non-Competition and Confidentiality Agreement (“Agreement”) is made between REG MARKETING & LOGISTICS\nGROUP, LLC, an Iowa corporation (the “Employer”) and\n(“Employee”).\nRECITALS:\nA. The Employer and Employee are entering into or continuing an already existing “at will” employment relationship.\nB. The parties wish to set out certain further terms and conditions of Employee’s employment, whether with Employer, or an Affiliate of\nEmployer as defined hereafter (the Employer and its Affiliates herein collectively the “Company”), the parties recognizing that the Employee may at\ntimes be employed by an Affiliate of Employer.\nC. The Company’s special knowledge base, skills and competence in the biofuels and renewable chemicals industries are critical to its growth.\nD. The Company’s growth and competitiveness in the biofuels and renewable chemicals industries depend on its exclusive possession of, and\nthe non-public nature of, its “Confidential Information” (as hereinafter defined).\nE. The Company is engaged in research, development, procurement, sales, marketing, transportation and production of biofuels and renewable\nchemicals, feedstocks therefore and by-products thereof, and the ownership, lease, acquisition, financing, construction and operation of biofuels and\nrenewable chemicals facilities, both nationally and internationally (the “Biofuels/Renewable Chemicals Business”).\nNOW, THEREFORE, in consideration of such future or continuing employment relationship, and the agreements contained herein, and other\ngood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:\n1. Covenant Not To Compete. Employee shall not, during Employee’s employment with the Company and for twenty-four (24) months thereafter,\nwithout the prior written consent of the Company, directly or indirectly, own (other than passive investments in publicly traded companies where\nsuch investment does not exceed more than one percent (1%) of the total outstanding shares or other equity interests of such company), manage,\noperate, control, be employed by, participate in, advise or be connected in any manner with the ownership, management, operation or control of a\nCompeting Business. The covenants of Employee contained in this paragraph 1 shall apply to each State and Country in which the Company, either\ndirectly or indirectly through Employer or an Affiliate of Employer, conducted its business or otherwise offered any goods, products\nor services related to its business, which shall include all States in the United States of America, which Employee represents and warrants is the\nminimum geographical area in which the Company is presently operating and intending to operate.\nCompeting Business is defined as a business engaged in the manufacture, development, sale, or marketing of biodiesel or renewable diesel or any\nother product or service (a) actively manufactured, developed, sold, or marketed by the Company during Employee’s employment period, so long as\nit remains so manufactured, developed, sold, or marketed by the Company or (b) which the Company has taken, and continues to take, substantial\nsteps to prepare to test, manufacture, research, develop, fund, sell, market or otherwise target or pursue as a special project or initiative in which the\nEmployee had direct or indirect managerial or supervisory responsibility, as of the Employee’s termination date. For the avoidance of doubt,\nemployment with, or other provision of services to, an entity or other person that engages in a Competing Business shall not constitute the\nengagement by Employee in a Competing Business so long as Employee is not involved in activities constituting, and does not in any way assist or\nadvise, dire
071c4b0c3b3ba9838d0665e17ca7f15f.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 10 dex99d3.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (the “Agreement”) is dated and effective as of August 3, 2009 (the “Effective Date”), between Aspect Medical\nSystems, Inc., a Delaware corporation (“Aspect”), and Tyco Healthcare Group LP d/b/a Covidien (“Receiving Party”).\nBackground\n1. Receiving Party has requested Aspect to provide certain information, which is either confidential or proprietary in nature, in connection\nwith its consideration of a possible negotiated transaction between the two companies.\n2. Aspect desires to protect the confidentiality of the information it provides and to have Receiving Party take or abstain from taking\ncertain actions in accordance with the terms of this Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\nSection 1. Definitions.\n(a)\n“Evaluation Material” means any information concerning Aspect (whether prepared by Aspect, its Representatives or otherwise and\nirrespective of the form of communication) that is furnished to Receiving Party or any of its Representatives by or on behalf of Aspect on or after\nJanuary 15, 2009, and all notes, analyses, compilations, studies, interpretations, memoranda, reports or other documents (regardless of the form\nthereof) prepared by Receiving Party or its Representatives which contain, reflect or are based upon, in whole or in part, any information furnished\nto Receiving Party or its Representatives pursuant to this Agreement; provided, however, that “Evaluation Material” does not include information of\nAspect which:\n(i) is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by Receiving Party or\nits Representatives in violation of this Agreement;\n(ii) was within Receiving Party’s possession prior to it being furnished to Receiving Party or its Representatives by or on behalf of\nAspect pursuant to this Agreement, provided that such information is not subject to another confidentiality agreement with or other contractual, legal\nor fiduciary obligation of confidentiality to Aspect or any other party with respect to such information;\n(iii) becomes available to Receiving Party on a non-confidential basis from a source other than Aspect or any of its\nRepresentatives, provided that such source was not known to Receiving Party at the time of the disclosure to be bound by a confidentiality\nagreement with or other contractual, legal or fiduciary obligation of confidentiality to Aspect or any other party with respect to such information; or\n(iv) is independently developed by Receiving Party or others on its behalf without reference to or reliance upon any information\nfurnished to Receiving Party or any of its Representatives by or on behalf of Aspect.\n(b) “Representatives” means, with respect to a party, its direct and indirect parents and subsidiaries, and its and their respective directors,\nofficers, affiliates, employees, partners, agents, commercial banks or other similar lenders providing debt (but not equity) financing, or advisors\n(including, without limitation, attorneys, accountants, consultants, bankers and financial advisors).\n(c) The term “person” shall be broadly interpreted to include the media and any corporation, company, partnership, joint venture, group,\nlimited liability company other entity or individual and the term “affiliate” has the meaning set forth in Rule 12b-2 under the Securities Exchange\nAct of 1934 (the “Exchange Act”).\nSection 2. Use and Disclosure of Evaluation Material.\n(a) Except as otherwise provided in this Agreement, Receiving Party hereby agrees that it and its Representatives shall:\n(i) use the Evaluation Material solely for the purpose of evaluatin
07b135b30e301560ecfde236c9311975.pdf	jurisdiction party	EXHIBIT A\nForm Of Waiver, Release, Non-Competition, Non-Solicitation and Non-Disclosure Agreement\nAGREEMENT\nThe following is an agreement (the “Agreement”) made and entered into on this ___ day of\n_____ ______ ______ _, 20__ (the “Effective Date”) by and between David L. Fetherman (“Executive”) and Escalade,\nIncorporated, an Indiana corporation (“Escalade”) regarding Executive’s termination from all positions held by Executive\nwith Escalade and its various subsidiaries and affiliates. Escalade and Executive are sometimes referred to collectively\nas the “parties” and individually as a “party,” and the term “Company” shall mean Escalade and its various subsidiaries\nand affiliates collectively.\nRecitals:\nA. Executive is the Chief Executive Officer and President of Escalade, a Director of Escalade, [and any other\npositions with Escalade] [and any positions as an officer and/or director of various subsidiaries and affiliates of Escalade];\nand\nB. Executive’s employment with the Company [has terminated as of the Effective Date] [will terminate as of\n_____ ______ , 20__] (the “Employment End Date”); and\nC. Executive and the Company are parties to that certain Executive Severance Agreement dated as of\n_____ _____, 2016 (the “Executive Agreement”), which Executive Agreement represents the parties’ mutual agreement\nwith respect to all matters related to Executive’s termination of employment with the Company. All capitalized terms used\nin this Agreement and not defined herein shall have the meaning set forth in the Executive Agreement.\nNOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the Company and\nExecutive agree as follows:\n1. Termination. Executive hereby affirms his termination from his positions as Chief Executive Officer and\nPresident of Escalade, as a Director of Escalade, and from all other executive officer and director positions that he holds\nwith Escalade and any of Escalade’s subsidiaries and their affiliates, effective as of the Employment End Date. Executive\nacknowledges and agrees as of the Employment End Date he also retires as a trustee or other administrator of any and\nall Company benefit plans, including without limitation the Company’s retirement plan. Executive and the Company agree\nthat Executive’s resignation as a Director of Escalade is not related to any disagreement between them (other than as\nmay relate to the termination of the Executive’s employment with the Company) that would require disclosure pursuant to\nItem 5.02(a) of Form 8-K or any successor provision thereto.\n13\n2. Compensation and Benefits. Provided that Executive fulfills his obligations as set forth in this Agreement,\nthe Company shall pay to Executive the Severance Benefits payable to him in accordance with the applicable terms of\nSection 4 of the Executive Agreement.\n3. Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above,\nExecutive will:\n(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for\nwhich his testimony or cooperation is requested by Company following the Effective Date, provided that he is reimbursed\nfor any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided\nthat the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance\nthe anticipated time commitment that would likely be required of Executive with respect to any such matter and shall\nmutually determine whether Executive should be compensated for his time and the amount of any such compensation, it\nbeing understood and agreed that if the parties cannot reach agreement as to any such compensation, then the\nCompany shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to\nsuch litigation or proceeding;\n(b) sign all necessary resi
0859334b76224ff82c1312ae7b2b5da1.pdf	effective_date jurisdiction party term	EX-99.15 2 exhibit-ndaexecutionversion.htm\nEXECUTION VERSION\nNON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made effective as of\nFebruary 18, 2013, by and between Central European Distribution Corporation, a Delaware corporation (“CEDC”) and\nW&L Enterprises Ltd. (the “Recipient”).\nWHEREAS, CEDC has issued (i) 3.00% Convertible Notes due 2013 (the “Convertible Notes”) and (ii) $380\nmillion 9.125% Senior Secured Notes due 2016 and €430 ($556.6 million) 8.875% Senior Secured Notes due 2016\n(collectively, the “2016 Notes” and together with the Convertible Notes, the “Notes”).\nWHEREAS, the Recipient holds 7,517,549 shares of CEDC’s outstanding common stock (the “Common\nStock”).\nWHEREAS the Recipient and CEDC wish to enter into discussions with respect to a potential restructuring of the\nNotes and Common Stock (a “Restructuring”).\nWHEREAS, CEDC, in such discussions, may disclose certain confidential information to the Recipient in order\nto initiate, facilitate, and/or progress such restructuring discussions (the “Purpose”).\nNOW THEREFORE, in consideration for receiving certain confidential information and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:\n1. Scope of Confidential Information.\n1.1 Subject to Section 1.2 below, “Confidential Information” means confidential, secret, proprietary or other non-public\ninformation pertaining to the business, operations, brands, marketing plans, financial matters, legal matters, products,\nprojects, business plans or practices, research and development, product development, intellectual property, financial\nmodels, trademarks, trade secrets, accounting and financing data, and methods of production, distribution or\nprocurement, suppliers, distributors, consultants, advisors or employees, directors or officers of CEDC or any of its\nSubsidiaries (defined below) (together, the “CEDC Group”) that is disclosed or otherwise made available, either orally or\nin writing, by any member of the CEDC Group to the Recipient or its affiliates, agents, or advisors (including, without\nlimitation, financial advisors, attorneys, banks and other sources of equity and debt financing and accountants)\n(collectively, “Representatives”).\n1.2 Notwithstanding anything herein to the contrary, Confidential Information shall not include any information that (a)\nis or becomes publicly available (other than through a breach of this Agreement by the Recipient), (b) is in the\npossession of or known to the Recipient or its Representatives prior to such information having been furnished to\nRecipient hereunder, (c) is independently conceived, developed or discovered by the Recipient or on its behalf, (d) is\nmade available to the Recipient or its Representatives by any person other than a member of the CEDC Group without\nany known breach of any obligation of confidentiality of such other person, or (e) is the subject of a written confirmation\nfrom CEDC or any of its Subsidiaries or any member of the CEDC Group stating that any such information is not\nConfidential Information. In clarification of the foregoing, a general disclosure in the public domain will not cause more\nspecific (but related) information to be excluded as Confidential Information under one of the above exceptions.\n1.3\n“Subsidiary” of any entity means any other entity in which such first entity owns or Controls, directly or\nindirectly, an amount of the voting securities, other voting interests or voting partnership interests sufficient to elect at\nleast a majority of such other entity’s board of directors or other governing body (or, if there are no such voting interests,\n50% or more of the equity interests of such other entity). For purposes of this Section 1.3, “Control” means the\npossession, directly or indirectly, of the pow
08cc9be2c873778b05d95d03026705ca.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 3 b58545a1exv99wxdyx3y.htm EX-99.(D)(3) MUTUAL NON-DISCLOSURE AGREEMENT\nExhibit (d)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made as of the 4th day of May 2005 by and between NEON SYSTEMS, INC., a Delaware corporation, with its principal\noffices located at 14100 Southwest Freeway, Suite 500, Sugar Land, Texas 77478 (the “Company”) and Progress Software Corporation, a\nMassachusetts corporation, with its principal offices located at 14 Oak Park, Bedford, Massachusetts 01730 (“PSC”).\nPSC and Company are interested in entering into discussions for the purposes of evaluating a potential business relationship. In order to\nproceed with these discussions, PSC or Company may disclose certain “Confidential Information” of its own (the “Disclosing Party”) to the\nother party (the “Receiving Party”). The Receiving Party agrees to keep such information as “Confidential Information”, subject to the provisions\nof this Agreement. PSC and the Company agree as follows:\n1. “Confidential Information” means certain confidential information or materials relating to the proprietary technical, financial, customer or\nbusiness affairs of the Disclosing Party which is (a) disclosed by the Disclosing Party to the Receiving Party in written or tangible form or (b)\ndisclosed orally by the Disclosing Party to the Receiving Party in connection with the evaluation of a potential business relationship between the\nParties. The Parties acknowledge and agree that any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its\nadvisors or otherwise and irrespective of the form of communication) which is furnished hereunder to the Receiving Party or to its\nrepresentatives now or in the future by or on behalf of the Disclosing Party, including, without limitation, all notes, analyses, compilations,\nstudies, interpretations or other documents prepared by each party or its representatives which contain, reflect or are based upon, in whole or in\npart, the information furnished to such party or its representatives pursuant hereto, shall be considered Confidential Information hereunder. The\nparties expressly agree that the existence of this Agreement is deemed to be Confidential Information of the parties.\n2. Except as required by law, regulation or legal process, the Receiving Party agrees to use the Confidential Information solely for evaluating\na potential business relationship with the Disclosing Party (the “Permitted Use”). The Receiving Party further agrees that it shall keep in\nconfidence and not disclose any part of the Confidential Information to any third party, except to its employees or professional advisors with a\nneed to know and who are made aware of and accept the provisions of this Agreement. PSC and Company agree that neither party shall disclose\nthat any discussions have taken place.\n3. Upon receipt of written notice from the Disclosing Party, the Receiving Party shall return all Confidential Information, in written or\ntangible form, to the Disclosing Party, together with any copies thereof, in the possession of the Receiving Party or that of its professional\nadvisors.\n4. The restrictive obligations set forth herein shall not apply to the disclosure or use of any Confidential Information which (a) is or hereafter\nbecomes public knowledge through no fault of the Receiving Party; (b) is known by the Receiving Party on the date of disclosure and is not\nsubject to any restriction on disclosure provided such knowledge was not obtained from a third party with an obligation of non-disclosure to the\nother party; (c) is disclosed to the Receiving Party by a third party who is not subject to any restriction on disclosure by the Disclosing Party; or\n(d) the Receiving Party can demonstrate was developed by it independently without benefit of, or based on, the disclosures made hereunder.\n5. The parties expressly agree that neither the terms or conditions of this Agre
0a68451dc19053b04342ce829bcd1321.pdf	effective_date jurisdiction party term	EX-10.2 3 dex102.htm CONFIDENTIALITY, NON-SOLICITATION OF ASSOCIATES AND NON-COMPETITION\nAGREEMENT\nExhibit 10.2\nCONFIDENTIALITY, NON-SOLICITATION OF ASSOCIATES AND NON -COMPETITION AGREEMENT\nAs an associate of Ann Taylor, Inc. (the “Company”), you will have access to or may develop trade secrets, intellectual property, and other\nconfidential and proprietary information of the Company. Therefore, in consideration of your becoming employed and the payments described in\nParagraph 2 below, and in recognition of the highly competitive nature of the Company’s business, you agree as follows:\n1. Protection of Confidential Information.\n(a) You acknowledge that your employment by the Company involves your obtaining knowledge of Confidential Information (as defined below)\nregarding the business and affairs of the Company.\n(b) Accordingly, you agree that:\n(i) except in compliance with legal process, you will keep secret all Confidential Information and other confidential matters of the Company\nwhich are not otherwise in the public domain and will not disclose them to anyone outside of the Company, wherever located (other than\nto a person to whom disclosure is reasonably necessary or appropriate in connection with the performance of your duties as an employee\nof the Company), either during or after your employment, except with the prior written consent of the Chief Executive Officer or the\nGeneral Counsel of the Company. In the event that you are required to disclose any Confidential Information or other confidential\nmatters of the Company to comply with legal process, you shall provide reasonable advance notice of such legal process to the General\nCounsel of the Company prior to disclosure of any Confidential Information or confidential matters and will not challenge the\nCompany’s standing or ability to seek an order of protection or otherwise seek to prevent or limit disclosure pursuant to such legal\nprocess consistent with applicable law;\n(ii) you will deliver promptly to the Company on termination of your employment or at any other time the Company may so request, all\nmemoranda, notes, records, customer lists, reports and other documents (whether in paper or electronic form and all copies thereof)\nrelating to the business of the Company and all other Company property which you obtained or developed while employed by, or\notherwise serving or acting on behalf of, the Company and which you may then possess or have under your control, whether directly or\nindirectly; and\n(iii) you will not use Confidential Information for your personal benefit or for the benefit of another person or entity.\n(c) For purposes of this Agreement, “Confidential Information” refers to information of the Company (including its affiliated companies) or its\nsuppliers, technology service providers, licensors, clients, and employees, including without limitation information relating to designs,\nproducts, processes, formulas, merchandising, real estate strategy, contract terms, client lists, sourcing information and strategies, technology,\nmarketing plans, advertising, corporate assessments and strategic plans, financial and statistical information, accounting information, pricing\nand business affairs, associate compensation and relative skills and abilities, which have been or are disclosed or available to you and which\nare either designated at the time of disclosure as confidential or which you know or have reason to know are confidential, regardless of the\nform or media in which such information is disclosed.\n2. Non-solicitation of Associates; Non-competition.\n(a) During your employment and for a period of 12 months after your separation from the Company for any reason whatsoever, whether voluntary\nor involuntary (the “Non-Solicitation Period”), you shall not directly or indirectly, (1) solicit, induce, or attempt to influence any associate at\nthe director level or above to leave his or her employment with the Company or (2) hire or 
0c3ab1d0c8bb3b1c2f7a64f3ab584368.pdf	effective_date jurisdiction party	Exhibit A\nNON-INTERFERENCE, NON -DISCLOSURE AND\nNON-COMPETITION AGREEMENT\nTHIS NON-INTERFERENCE, NON-DISCLOSURE AND NON -COMPETITION AGREEMENT is made and entered as of January 30, 2006, between ASSET ACCEPTANCE CAPITAL CORP. a Delaware corporation (the\n“Company”), and James C. Lee (“Employee”).\nThe Company and its affiliated entities (“Affiliates”) are engaged in the business of purchasing and collecting defaulted and charged off consumer debt (“Charged Off Accounts”). The Company desires to continue the employment of\nEmployee, on an at-will basis, in the capacity set forth in the Schedule attached hereto and in such capacity makes available to Employee certain proprietary information.\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, employment of Employee by the Company on an at-will basis, the eligibility of Employee to participate in the bonus plans offered from\ntime to time by the Company or its Affiliates, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:\n1. Confidentiality and Non-Competition. Employee acknowledges that (i) the agreements and covenants contained herein are essential to protect the Company’s business and assets and (ii) by virtue of his past and continued association\nwith the Company, Employee had access to and has obtained and will continue to have access to and obtain such knowledge, know-how, proprietary information, training and experience, which is known only to the members, officers or\nmanagers of the Company, or other employees, former employees, consultants, or others in a confidential relationship with the Company and its Affiliates, and there is a substantial probability that such knowledge, know-how, proprietary\ninformation, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment.\n2. Covenant Not to Compete. Employee agrees that, for the period commencing on the date hereof and ending on (i) the date of termination of employment by the Company without Cause or (ii) one year after termination of employment\nby Employee or termination of employment by the Company for Cause (as defined in the Schedule attached hereto) (as applicable, the “Restricted Period”), Employee shall not, in the Territory (as defined in the Schedule attached hereto),\ndirectly or indirectly, either for himself or for, with or through any other Person, own, manage, operate, control, be employed by, participate in, loan money to or be connected in any manner with, or permit his name to be used by, any\nbusiness which is engaged principally in the business of purchasing Charged Off Accounts (a “Competitive Activity”). Company shall continue to pay the Employee during the Restricted Period and may, at its option, extend the Restricted\nPeriod by continuing to pay Employee his or her regular base salary on the regular periodic payment dates for such additional period not to exceed one year as the Board shall determine, in which event the Restricted Period shall end on\nthe date the last such periodic payment is made to Employee. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee,\nbeneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, owner (other than by ownership of less than one (1) percent of the stock of a corporation that has a class of securities\nunder the Securities Exchange Act of 1934 (a “Public Company”). Company may, in the exercise of its sole discretion, elect to waive the application of this Section 2 in which case the Restricted Period shall immediately cease and\nCompany’s obligation to pay salary shall terminate. If Company elects to waive application of this Section 2, this electio
0c7b90701575b147c4ac245ca478ee7c.pdf	effective_date jurisdiction party	EX-10 .14 23 a07-2226_1ex10d14.htm EX-10.14\nEXHIBIT 10.14\nCONSULTING, NON -COMPETITION AND\nCONFIDENTIALITY AGREEMENT\nThis Consulting, Non-Competition and Confidentiality Agreement (the “AGREEMENT”) is made as of the 5th day of November 2004 (the “EFFECTIVE DATE”), by and between Richard Harcke (“HARCKE”) and\nHaynes Wire Company, a Delaware corporation (“BUYER”).\nPRELIMINARY STATEMENT\nPrior to the date hereof, Sellers have engaged in the business of owning and operating a wire manufacturing business (the “BUSINESS”). This Agreement is made in connection with and as a condition to consummation of\nthe transactions contemplated by a certain Asset Purchase Agreement dated October 28, 2004, by and among Harcke, The Branford Wire and Manufacturing Company, a Connecticut corporation (“BRANFORD”), Carolina Industries, Inc.\na Connecticut corporation (“CAROLINA INDUSTRIES”) (Branford and Carolina Industries together, “SELLERS”) and Buyer (the “ASSET PURCHASE AGREEMENT”). Under the terms of the Asset Purchase Agreement, Buyer has\nagreed to purchase, and Sellers have agreed to sell, the assets used in Sellers’ operation of the Business. Harcke has acquired extensive knowledge about the conduct of the Business as the owner and operator of Sellers. This Agreement is\nentered into between Buyer and Harcke to protect the goodwill of the Business that is being sold to Buyer by Sellers and to protect against unfair competition by Harcke. All capitalized terms not herein defined have the meaning ascribed\nto them in the Asset Purchase Agreement.\nAGREEMENT\nIn consideration of the premises and mutual covenants contained in this Agreement and as an inducement to Buyer to enter into the Asset Purchase Agreement, the parties hereby agree as follows:\nI.\nCONSULTING\nA. SERVICES. For a period of six (6) months from the Effective Date, Harcke will, at the request of the officers of Buyer from time to time, provide consulting services to Buyer or any affiliate of Buyer with respect to all\naspects of the Business, including without limitation the provision of advice on business strategy and operations for the Business and management advice and consultation to the officers of Buyer (collectively, the “SERVICES”). Harcke\nshall provide the Services at such times as may be reasonably requested by Buyer.\nII.\nNON-COMPETITION\nA. AGREEMENT NOT TO COMPETE. To protect Buyer’s interest in the goodwill acquired by Buyer from Sellers and to prevent unfair competition, for a period of seven (7) years from the Effective Date (the\n“R ESTR I C TED PER I O D”), except as provided in SECTION II(A) and subject to the geographical limitations set forth in SECTION II(B), Harcke shall not:\n1. Engage in any activity directly or indirectly, as an owner, consultant, independent contractor or otherwise in the Business or any related business that is competitive with Buyer, including without\nlimitation any activity that is necessary or incident to the conduct of the Business or any related business in a manner similar to any of the business practices engaged in by either Seller during Harcke’s ownership and\noperation of such Seller; provided, however, nothing contained in this Agreement shall prevent either Seller from continuing to sell the Excess Inventory (as such term is defined in the Asset Purchase Agreement);\n2. Perform, on behalf of himself or any person or entity, the same or similar services as those performed by Harcke for either Seller prior to the date of this Agreement;\n3. Hire or employ or attempt to hire or employ any person who on or after the date hereof, is an employee, manager, or officer of Buyer (each, an “EMPLOYEE”), or in any way cause or assist or attempt to\ncause or assist, or, directly or indirectly, seek to solicit, induce, bring about, influence, promote, facilitate, cause, assist or encourage any Employee to leave Buyer’s employ or to accept employment with or otherwise\nperform services for on or 
0ea36c66d9ecce62618e9de54216dd71.pdf	effective_date jurisdiction party	Exhibit 10.8\nCLOVIS ONCOLOGY, INC.\nAT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,\nINVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT\nAs a condition of my employment with Clovis Oncology, Inc., its subsidiaries, affiliates, successors or assigns (together, the\n“Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid\nto me by Company, I agree to the following provisions of this Clovis Oncology, Inc. At-Will Employment, Confidential Information,\nInvention Assignment, and Arbitration Agreement (this “Agreement”):\n1. At-Will Employment\nI UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR NO SPECIFIED\nTERM AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE\nCONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED BY THE PRESIDENT OR CEO\nOF CLOVIS ONCOLOGY, INC.. ACCORDINGLY, I ACKNOWLEDGE THAT MY EMPLOYMENT RELATIONSHIP MAY BE\nTERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT MY OPTION OR AT\nTHE OPTION OF THE COMPANY, WITH OR WITHOUT NOTICE. I FURTHER ACKNOWLEDGE THAT THE COMPANY\nMAY MODIFY JOB TITLES, SALARIES, AND BENEFITS FROM TIME TO TIME AS IT DEEMS NECESSARY.\n2. Confidentiality\nA. Definition of Confidential Information. I understand that “Company Confidential Information” means information that\nthe Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is\nnot generally known and which the Company wishes to maintain as confidential. Company Confidential Information includes both\ninformation disclosed by the Company to me, and information developed or learned by me during the course of my employment with\nCompany. Company Confidential Information also includes all information of which the unauthorized disclosure could be\ndetrimental to the interests of Company, whether or not such information is identified as Company Confidential Information. By\nexample, and without limitation, Company Confidential Information includes any and all non-public information that relates to the\nactual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade\nsecrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products\nor services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I\ncalled or with which I may become acquainted during the term of my employment), software, developments, inventions, processes,\nformulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business\ninformation disclosed by the Company either directly or indirectly in writing, orally or\nby drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company\nConfidential Information shall not include any such information which I can establish (i) was publicly known or made generally\navailable prior to the time of disclosure by Company to me; (ii) becomes publicly known or made generally available after disclosure\nby Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality\nobligations, at the time of disclosure by Company as shown by my then-contemporaneous written records. I understand that nothing\nin this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as\nprotected by applicable law.\nB. Nonuse and Nondisclosure. I agree that during and after my employment with the Company, I will hold in the strictest\nconfidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information,\nand I will not (i) use the Company Confid
0f446b4ed10d8d40824270d746511cca.pdf	jurisdiction party	EXHIBIT 10.9\nNON-COMPETITION AND NON -DISCLOSURE AGREEMENT\nThis Non-Competition and Non-Disclosure Agreement (the “Agreement”), is entered into as of the day of\n, 2013, by and between Ameris Bancorp, a Georgia corporation (“Ameris”), and Shirley P. Fiano, an individual resident\nof the State of Florida (“Executive”).\nRECITALS\nWHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of May 1, 2013 (the “Merger Agreement”) by and between Ameris and The Prosperity Banking Company, a Florida corporation (“Prosperity”), Prosperity will\nmerge with and into Ameris (the “Merger”), as a result of which Prosperity Bank, a Florida state-chartered bank and wholly owned subsidiary of Prosperity (“Prosperity Bank”), will become a wholly owned subsidiary of Ameris that is to\nbe subsequently merged with and into Ameris Bank, a Georgia state-chartered bank and wholly owned subsidiary of Ameris (“Ameris Bank”);\nWHEREAS, Executive is a shareholder of Prosperity and, as a result of the Merger and pursuant to the transactions contemplated by the Merger Agreement, Executive is expected to receive significant consideration in exchange for the\nshares of Prosperity Common Stock (as defined in the Merger Agreement) held by Executive;\nWHEREAS, prior to the date hereof, Executive has served as Executive Vice President/Chief Banking Officer of Prosperity Bank and has been responsible for the management of the business and affairs of Prosperity and its subsidiaries,\nincluding Prosperity Bank, and, therefore, Executive has knowledge of the Confidential Information and Trade Secrets (each as hereinafter defined); and\nWHEREAS, as a result of the Merger, Ameris will succeed to all of the Confidential Information and Trade Secrets, for which Ameris, as of the Effective Time (as defined in the Merger Agreement), will have paid valuable consideration\nand desires reasonable protection; and\nWHEREAS, it is a material prerequisite to the consummation of the Merger that Executive enter into this Agreement;\nNOW, THEREFORE, in consideration of these premises and the mutual covenants and undertakings herein contained, Ameris and Executive, each intending to be legally bound, covenant and agree as follows:\n1. Restrictive Covenants.\n(a) Executive acknowledges that (i) Ameris has separately bargained and paid additional consideration for the restrictive covenants in this Agreement; and (ii) the types and periods of restrictions imposed by the covenants in this\nAgreement are fair and reasonable to Executive and such restrictions will not prevent Executive from earning a livelihood.\n(b) Having acknowledged the foregoing, Executive covenants and agrees with Ameris as follows:\n(i) From and after the Effective Time, Executive will not disclose or use any Confidential Information or Trade Secret for so long as such information remains Confidential Information or a Trade Secret, as applicable, for any purpose.\n(ii) For a period of one (1) year after the Effective Time, Executive will not (except on behalf of or with the prior written consent of Ameris), on Executive’s own behalf or in the service or on behalf of others, solicit or attempt to solicit\nany customer of Ameris, Ameris Bank, Prosperity or Prosperity Bank (each a “Protected Party”), including actively sought prospective customers of any Protected Party, with whom Executive had Material Contact (as defined below)\nduring Executive’s employment with any Protected Party, for the purpose of providing products or services that are Competitive (as hereinafter defined) with those offered or provided by any Protected Party.\n(iii) For a period of one (1) year after the Effective Time, Executive will not (except on behalf of or with the prior written consent of Ameris), either directly or indirectly, on Executive’s own behalf or in the service or on behalf of others,\nperform within the Restricted Territory (as hereinafter defined) duties and responsibilities that are the same as or substan
1058cd8d541c0622ad959facd34235ea.pdf	effective_date jurisdiction party term	EX-10.19 5 dex1019.htm FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nExhibit 10.19\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the “Agreement”), dated as of\n, 2007, between\n(“Employee”), and Xinyuan Real Estate Co., Ltd., a limited company duly registered under the laws of the Cayman Islands\n(the “Company”).\nWHEREAS, Employee is employed by the Company pursuant to the Employment Agreement between the parties hereto, dated as of the date hereof\n(the “Employment Agreement”); and\nWHEREAS, during the Term (as defined in the Employment Agreement) Employee may become privy to certain Confidential Information (as\ndefined below) of the Company, and Employee understands that the confidentiality of such Confidential Information is extremely important to the\nCompany.\nNOW, THEREFORE, in consideration of Employee’s employment by the Company and for other good and valuable consideration, the receipt of\nwhich is hereby acknowledged, the parties hereto agree as follows:\nARTICLE 1 CONFIDENTIALITY\n1.1 Definition\n“Confidential Information” shall mean all information not generally available to the public, whether written (including, without limitation,\nelectronic) or oral and in whatever form or medium such information is embodied or transmitted, relating to the Company or any of its\nAffiliates (as defined below), or their respective personnel, equity holders, partners, investors, clients, or service providers and the nature and\noperation of their respective businesses, including without limitation information relating to (i) documents and technical information,\n(ii) operations and techniques, (iii) systems, computer code, and technologies, (iv) trade secrets, developments and inventions, (v) products,\nservices and operations, (vi) strategies, business plans and programs, (vii) financial condition, financial activities, and investments, and\n(viii) customer lists and other customer information. “Confidential Information” includes all notes, analyses or other documents or material,\nwhether prepared by Employee or otherwise, which contain or otherwise reflect such information.\n“Affiliates” means any equity holders, subsidiaries, directors, officers or any entity that, directly or indirectly through one or more\nintermediaries, controls, is controlled by, or is under common control with the Company, and, as to an individual, an immediate family\nmember or Affiliate of such family member shall be deemed to be an Affiliate of such individual.\n1.2 Confidentiality Obligation\n(1) During the term of the Employment Agreement and at any time after the termination of the Employment Agreement, the Employee shall\nabide by the confidentiality rules formulated by the Company.\n(a) Without the Company’s prior written consent, the Employee shall not, directly or indirectly (i) use any Confidential Information\nfor any purpose other than performance of his/her duties as an Employee; (ii) disclose in any form whatsoever any Confidential\nInformation to any third parties; (iii) acquire Confidential Information by any improper methods or allow third parties to do the\nsame; (iv) use or allow third parties to use any Confidential Information so acquired. For the purpose of this Agreement, “acquire\nby any improper methods” includes stealing, fraud, threat, bribery, unauthorized reproduction, breach of confidentiality\nobligations, persuasion of others to breach any confidentiality obligation or similar methods of the same nature.\n(b) The Employee is obliged to use his/her best efforts to prevent any third party from stealing any Confidential Information.\n(2) If the Company suffers any loss resulting directly or indirectly from the Employee’s breach of Section 1.2(1) hereof, the Company shall\nhave the right to impose a discipline penalty on the Employee, and the Employee shall compensate the Company for the loss according\nto the relevant provisions of the Employment
116d39507d6bb61c0dec66872bd13e1c.pdf	effective_date jurisdiction party	COVENANT NOT TO COMPETE AND NON-DISCLOSURE AGREEMENT\nPARTIES:\nJohn J. Donahoe II (“Employee”)\nNIKE, Inc., and its parent, divisions, subsidiaries and affiliates (“NIKE” or the “Company”, and together with Employee, the\n“Parties”)\nDATE: October 17, 2019\nRECITALS:\nA. This Covenant Not to Compete and Non-Disclosure Agreement (the “Agreement”) is executed upon Employee’s bona\nfide advancement with NIKE and is a condition of such advancement and is effective as of January 13, 2020. Employee\nacknowledges that he was informed in a written job offer at least two weeks before starting work in his new position that this\nCovenant Not to Compete and Non-Disclosure Agreement is required and is a condition of advancement.\nB. Over the course of Employee’s employment with NIKE, Employee will be or has been exposed to and is in a position to\ndevelop confidential information particular to NIKE’s business and not generally known to the public as defined below\n(“Protected Information”). It is anticipated that Employee will continue to be exposed to Protected Information of greater\nsensitivity, and this Agreement will remain in effect until Employee leaves the Company or it is superseded by a new written\nagreement executed by the Parties.\nC. The nature of NIKE’s business is highly competitive and disclosure of any Protected Information would result in severe\ndamage to NIKE and be difficult to measure.\nD. NIKE makes use of its Protected Information throughout the world. Protected Information of NIKE can be used to NIKE’s\ndetriment anywhere in the world.\nAGREEMENT:\nIn consideration of the foregoing, and the terms and conditions set forth below, the Parties agree as follows:\n1. Covenant Not to Compete.\n1.1 Competition Restriction. During Employee’s employment by NIKE, under the terms of any offer letter,\nemployment contract or otherwise, and for eighteen (18) months thereafter (the “Restriction Period”), Employee will not\ndirectly or indirectly own, manage, control, or participate in the ownership, management or control of, or be employed by,\nconsult for, or be connected in any manner with, any business engaged anywhere in the world in the athletic footwear, athletic\napparel or sports equipment, sports electronics/technology and sports accessories business, or any other business that directly\ncompetes with NIKE or any of its parent, subsidiary or affiliated corporations (“Competitor”). This provision is subject to\nNIKE’s option to waive all or any portion of the Restriction Period as more specifically provided below.\n1.2 Extension of Time. In the event that Employee breaches this covenant not to compete, the Restriction Period shall\nautomatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through\nprivate settlement, judicial or other action, including all appeals. The Restriction Period shall continue upon the effective date\nof any such settlement, judicial or other resolution. NIKE shall not be obligated to pay Employee the additional compensation\ndescribed in paragraph 1.5 below for any period of time in which this Agreement is tolled due to Employee's breach. In the\nevent Employee receives such additional compensation for any such breach, Employee shall immediately reimburse NIKE in\nthe amount of all such compensation upon the receipt of a written request by NIKE.\n1.3 Waiver of Non-Compete. NIKE has the option, in its sole discretion, to elect to waive all or a portion of the\nRestriction Period or to limit the definition of Competitor by giving Employee seven (7) days’ prior written notice of such\nelection; provided, however, unless Employee is terminated for Cause (as defined below), any waiver of the Restriction Period\nmust be with the consent of Employee. In the event all or a portion of the Restriction Period is waived or the definition of\nCompetitor is limited, NIKE shall not be obligated to pay Employee for any period
15398fb3b5f357981a8be88dc4bb376e.pdf	effective_date jurisdiction party term	EX-10.2 3 d56535dex102.htm EX-10.2\nExhibit 10.2\nL. B . FOSTER COMPANY\n415 Holiday Drive Pittsburgh, PA 15220\nCONFIDENTIALITY AGREEMENT\nFebruary 12, 2016\nLegion Partners Asset Management, LLC\n9401 Wilshire Blvd, Suite 705\nBeverly Hills, CA 90212\nAttention: Bradley S. Vizi, Managing Director\nLadies and Gentlemen:\nThis letter agreement shall become effective upon its execution following the appointment of the New Director to the Board of Directors\n(the “Board”) of L. B . Foster Company, a Pennsylvania corporation (the “Company”). Capitalized terms used herein but not otherwise defined\nherein shall have the meanings given to such terms in the agreement (the “Board Composition Agreement”), dated as of the date of this letter\nagreement, among the Company and the persons set forth on Schedule A hereto, pursuant to which the Company has agreed to appoint, at the\nrequest and recommendation of the Investor Group, the New Director, to the Board, subject to the covenants and other agreements contained\ntherein. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, during the Standstill\nPeriod (as defined in the Board Composition Agreement) and not at any time thereafter, the New Director may, if and to the extent he or she\ndesires to do so, disclose information, including certain non-public, confidential or proprietary information concerning the Company, that he or\nshe obtains while serving as a member of the Board to each of the persons or entities listed on Schedule B hereto that are and remain\nRepresentatives (as hereinafter defined) of Legion Partners Asset Management, LLC, a Delaware limited liability company (collectively,\n“Legion” or “you”), who need to know such information, and may discuss such information with any and all such Representatives, subject to the\nterms and conditions of this letter agreement; provided, that prior to the disclosure of any Evaluation Material (as hereinafter defined) to any of\nyour Representatives, you must first have received from each Representative (other than your legal advisors at the law firm of Olshan Frome\nWolosky LLP) a written duly executed Representative Undertaking in the form attached hereto as Exhibit A and a copy of such Representative\nUndertaking must be provided to the Company prior to any such disclosure pursuant to the notice provisions in paragraph 17 of this letter\nagreement; provided, further, that the New Director shall be entitled to supplement Schedule B attached hereto upon the Company’s prior written\nconsent (such consent not to be unreasonably withheld) to add any Representatives not now existing or retained, as applicable, so long as such\npersons or entities qualify as such under the terms of this letter agreement and execute a written duly executed Representative Undertaking in the\nform attached hereto as Exhibit A and submitted to the Company in accordance with the terms hereof. In consideration for, and as a condition of,\nsuch information being furnished to you and your Affiliates, Associates, directors, officers, employees, and legal advisors representing you in\nlieu of the law firm of Olshan Frome Wolosky LLP (each a “Representative”, or collectively, the “Representatives”), subject to the restrictions in\nparagraph 2, you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is\nfurnished to you or your Representatives (regardless of the manner in which it is\n1\nfurnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by the New Director, or by or on behalf\nof the Company, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof\ncontaining, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), strict
154d30f607c74aa8a5f582bf84f7a5e2.pdf	effective_date jurisdiction party term	EX-10.15 7 dex1015.htm CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (PETER H. KESSER)\nExhibit 10.15\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nThis Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of January 1, 2008, by and between Verso Paper\nHoldings LLC, a Delaware limited liability company (“Verso Paper”), and Peter H. Kesser (“Employee”), to allow Employee to have access to\ncertain valuable competitive information and business relationships of Verso Paper while also providing protection for such information and\nrelationships.\nWHEREAS, Verso Paper is willing to employ Employee in the position of Vice President, General Counsel and Secretary, and Employee is\nwilling to accept such employment upon the terms and conditions set forth herein; and,\nWHEREAS, Verso Paper is willing to provide Employee with certain benefits, as set forth herein, even after the employment relationship with\nEmployee has ended in order to protect its valuable competitive information and business relationships; and\nWHEREAS, after having ample opportunity to discuss, negotiate, and revise as necessary, the parties are willing to enter into this Agreement;\nNOW, THEREFORE, the parties hereto agree as follows:\n1. Definitions. As used in this Agreement, the terms:\n(a) “Protected Information” shall mean all information, documents or materials, owned, developed or possessed by Verso Paper or any\nemployee while in the employ of Verso Paper, whether in tangible or intangible form, which (i) Verso Paper takes reasonable measures to\nmaintain in secrecy, and (ii) pertains in any manner to Verso Paper’s business, including but not limited to Research and Development (as\ndefined below); customers or prospective customers, targeted national accounts, or strategies or data for identifying and satisfying their needs;\npresent or prospective business relationships; present, short term, or long term strategic plans; acquisition candidates; plans for corporate\nrestructuring; products under consideration or development; cost, margin or profit information; data from which any of the foregoing types of\ninformation could be derived; human resources (including compensation information and internal evaluations of the performance, capability\nand potential of Verso Paper employees); business methods, data bases and computer programs. The fact that individual elements of the\ninformation that constitutes Protected Information may be generally known does not prevent an integrated compilation of information, whether\nor not reduced to writing, from being Protected Information if that integrated whole is not generally known.\n(b) “Research and Development” shall include, but not be limited to (i) all short term and long term basic, applied and developmental\nresearch and technical assistance and specialized research support of customers or active prospects, targeted national accounts, of Verso Paper\noperating divisions; (ii) information relating to manufacturing and converting processes, methods, techniques and equipment and the\nimprovements and innovations relating to same; quality control procedures and equipment; identification, selection, generation and\npropagation of tree species having improved characteristics; forest resource management; innovation and improvement to manufacturing and\nconverting processes such as shipping, pulping bleaching chemical recovery papermaking, coating and calendaring processes and in equipment\nfor use in such processes; reduction and remediation of environmental discharges; minimization or elimination of solid and liquid waste; use\nand optimization of raw materials in manufacturing processes; recycling and manufacture paper products; recycling of other paper or pulp\nproducts; energy conservation; computer software and application of computer controls to manufacturing\nand quality control operations and to inventory control; radio frequency identification and its use in paper and pa
166bf14efa1bffc8a4eb590fd598c7f7.pdf	effective_date jurisdiction party term	EX-10.20 26 dex1020.htm FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nEXHIBIT 10.20\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nThis Confidentiality and Non-Competition Agreement (the “Agreement”), dated as of September 10, 2008, is by and between Net Talk.com,\nInc., (f/k/a Discover Screens, Inc.), a Florida corporation whose principal place of business is located at 1100 NW 163 Drive Miami, Florida 33169\n(the “Company”) and\n(“Employee”), an individual currently residing at the address set forth on the signature page to this Agreement.\nBACKGROUND INFORMATION\nThe Company wishes to secure the employment services of Employee and Employee is willing to be so employed. In connection with such\nemployment, Employee will receive confidential and proprietary information about the Company and its business affairs during the course of his or\nher employment with the Company. The parties agree that the Confidential Information (as that term is defined below) is a valuable asset of the\nCompany, would allow Employee to unfairly compete against the Company and, if disclosed, would cause the Company significant and irreparable\nharm. As such, as a condition precedent to the Company’s employment of Employee, Employee is required to enter into and execute this Agreement.\nAccordingly, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each of the parties, the parties\nagree as follows:\nOPERATIVE PROVISIONS\n1. Confidentiality; Return of Company Property. During Employee’s relationship with the Company (including his relationship with the\nCompany prior to the date of this Agreement), Employee has been and/or will be exposed to and has received or will receive confidential and\nproprietary information of the Company or its Affiliates, including but not limited to lists of Customers or proposed Customers, technical\ninformation, computer software, know-how, processes, business and marketing plans, strategies, training and operational procedures, information\nconcerning the Company’s products, promotions, development, financing, business policies and practices, formulae, patterns, compilations,\ndatabases, programs, devices, methods, techniques, or processes, and other forms of information in the nature of trade secrets (collectively, the\n“Confidential Information”). From the date of execution hereof and for as long as the information or data remains Confidential Information,\nEmployee shall not use, disclose, or permit any person to obtain any Confidential Information of the Company. Employee agrees that he will protect\nthe Confidential Information by using all reasonable care, and further agrees that he will not disclose, transfer, use, copy, or allow third parties access\nto any such Confidential Information, except as expressly authorized by the Company. To the extent Confidential Information of the Company does\nnot qualify as a trade secret under applicable law, it will nonetheless be protected under this Agreement. Upon the request of the Company, but in\nany event upon termination of Employee’s employment with the Company, Employee shall surrender to the Company all memoranda, notes, records,\ndrawings, manuals, computer software, and other documents or materials (and all copies thereof) furnished by the Company to the Employee,\nincluding all Confidential Information. This section is intended to apply to all materials made or compiled by Employee, as well as to all materials\nfurnished to Employee by the Company or by anyone else. The obligations of this Section 1 will be in addition to any other agreements that\nEmployee has entered into with the Company regarding the receipt of Confidential Information.\n2. Non-Solicitation; Non-Disparagement. During the term of Employee’s employment with the Company and for the two (2) year period\nfollowing the termination of Employee’s employment with the Company for any or no reason, Employee will not, and Employee will ca
170c3523298f4c60ae0935d7f800330d.pdf	effective_date jurisdiction party term	EX-10.14 2 coup-ex1014_513.htm EX-10.14\nExhibit 10.14\nCoupa Software Incorporated\nDirector Confidentiality Agreement\nThis Director Confidentiality Agreement (“Agreement”) is made by and between Coupa Software\nIncorporated, a Delaware corporation (the “Company”), and the undersigned member of the Board of Directors (the\n“Board”) of the Company (the “Director”), as of the date indicated below.\nRecitals\nWHEREAS, the Company and the Board believe in the importance of protecting and holding confidential all\nnon-public information that the members of the Board obtain due to their directorship position;\nWHEREAS, members of the Board have fiduciary duties under the General Corporation Law of the State of\nDelaware;\nWHEREAS, the Corporate Governance Guidelines adopted by the Board state that, consistent with their\nfiduciary duties, directors are expected to maintain the confidentiality of the information they receive as a director and the\ndeliberations of the Board and its committees; and\nWHEREAS, the Company and the Board desire that each member of the Board enter into this Agreement\nregarding confidentiality in connection with their service on the Board.\nNOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and\nDirector do hereby covenant and agree as follows:\nSection 1.\nAgreement of Confidentiality. Pursuant to the fiduciary duties of loyalty and care, the\nDirector agrees to take reasonable measures to protect and hold confidential all non-public information obtained due to\nhis or her directorship position absent the express permission of the Company to disclose such\ninformation. Accordingly:\n(a)\nthe Director agrees not to use Confidential Information for his or her own personal benefit\nor to benefit persons or entities outside the Company; and\n(b)\nthe Director agrees not to disclose Confidential Information outside the Company, either\nduring or after his or her service as a Director of the Company, except with authorization of the Company or as\nmay be otherwise required by law. For purposes of this Agreement, to the extent applicable, the Company\nauthorizes Director to disclose Confidential Information to the general partners, managing members or other\ncontrol persons and/or any affiliated management companies of his or her venture capital fund on a need to\nknow basis (collectively, the “VC Fund”); provided, however, that the VC Fund shall strictly observe the terms\nof this Agreement.\nSection 2.\n“Confidential Information” includes all non-public information entrusted to or obtained by\nthe Director by reason of his or her position as a member of the Board. It includes, but is not limited to:\na)\nnon-public information that might be of use to competitors or harmful to the Company or its\ncustomers or suppliers if disclosed;\nb)\nnon-public information about the Company’s financial condition, prospects or plans, its\nsales and marketing programs and research and development information, as well as information relating to\nmergers and acquisitions, stock splits and other corporate transactions;\nc)\nnon-public information concerning possible transactions with other companies or\ninformation about the Company’s customers, suppliers or partners, which the Company is under an obligation\nto maintain as confidential; and\nd)\nnon-public information about discussions and deliberations relating to business issues and\ndecisions, between and among employees, officers and the Board.\nSection 3.\nPermitted Communications. Nothing in this Agreement is intended to limit the Director ’s\nability to meet or otherwise communicate with various constituencies that are involved with the Company under the\ncircumstances specified in the Corporate Governance Guidelines or to act as an authorized spokesperson of the Company\npursuant to the Company’s Investor Relations and Communications Policy.\nSection 4.\nModification and Waiver. No supplement, modification or 
1833b67588ab0a7bab44938ef295fdb6.pdf	effective_date jurisdiction party term	EX-10.15 2 dex1015.htm NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT\nExhibit 10.15\nRUBICON TECHNOLOGY, INC.\nNON-COMPETITION AGREEMENT\nI,\nHewes, Hap\n,asof\nApril 6th\n, 2005, in consideration and as a condition of my continued employment by\nRubicon Technology, Inc. (the “Company”), my concurrent receipt herewith of an option grant for _230,000_ shares of the Company’s common\nstock and a new annual base salary totaling $_160,000.00_ and the covenants herein contained, hereby enter into this Non-Competition\nAgreement (the “Agreement”) with the Company as follows (and agree that all existing non-competition agreements or similar arrangements\nbetween the Company and myself, except for non-competition agreements entered into between the Company and myself concurrently herewith or\nafter the date hereof and making specific reference to this Agreement, are hereby superseded by this Agreement):\n1. During the course of my employment, I acknowledge and agree that I will have access to the Company’s most highly confidential information and\ntrade secrets concerning the Company’s manufacture, fabrication, growth, production, and polishing of single crystal materials, including, but not\nlimited to, details on the construction of the Company’s furnaces, the specialized changes made to production equipment and the details of the\nCompany’s specialized crystal fabrication processes.\n2. The term of this Agreement shall be for the period commencing on the date of my initial employment with the Company and shall end on the date\nthat is no later than thirty-six (36) months from the date of termination of my employment for any reason; provided, that this Agreement shall remain\nin effect after the termination of my employment only for so long as the Company pays me an amount equal to fifty percent (50%) of my base salary\n(as in effect on the date of my termination), payable on a monthly basis and in accordance with the Company’s standard payroll practices.\n3. During the term hereof, I will not, without the Company’s prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer,\ndirector, employee, consultant, agent, independent contractor or equity holder of any company or business, perform services in any capacity similar\nto that of my employment with the Company or in any managerial or other type of position in which I might, either purposely or inadvertently,\ndisclose the Company’s trade secret information, for any Competitor. As used herein, “Competitor” means any business entity in the business of\ndeveloping, marketing, distributing, maintaining or selling products or services competitive with the products or services being developed, marketed,\ndistributed, planned, sold or otherwise provided by the Company at the date of the termination of my employment, including, but not limited to,\nNamiki, Shinkosha, Monocrystal, Furakawa, Saint-Gobain Crystals Division, Kyocera Fine Ceramics and Honeywell. I acknowledge that the\nownership by me of not more than one percent (1%) of the shares of stock of any corporation having a class of equity securities actively traded on a\nnational securities exchange or on the NASDAQ Stock Market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph.\n4. During the term hereof, I will not, without the Company’s prior written consent, directly or indirectly, employ, solicit to employ, or engage, or\nknowingly permit any other company or business organization which employs me or is directly or indirectly controlled by me to employ, solicit to\nemploy, or engage, any person who is employed by the Company at any time during the\nRUBICON TECHNOLOGY, INC.\n-1-\nNON-COMPETITION AGREEMENT\nterm hereof, or in any manner seek to induce any such person to leave his or her employment with the Company.\n5. During the term hereof, I will not, without the Company’s prior written consent, solicit or do business with, directly or indirectly,
1897d60f2aaa58656bc4825339a59266.pdf	effective_date jurisdiction party term	Exhibit B\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made by and between Heidrick & Struggles, Inc., a Delaware Corporation (hereinafter H&S), and the undersigned (hereinafter “Second Party”).\nWHEREAS, H&S has been investing considerable capital, time and effort in establishing and developing computer programs and hardware configurations to computerize certain areas of its executive recruiting process including, without\nlimitation, H&S’s client/search history, and information relating to individuals who may contact H&S or be contacted by H&S; and has confidential and proprietary information relating thereto; and\nWHEREAS, H&S at times receives information from its clients and others which H&S is obligated to treat as confidential or proprietary; and\nWHEREAS, Second Party in the course of its association with H&S will have access to certain of said confidential and proprietary information pertaining to computer programs and hardware configurations and to the business affairs of\nH&S.\nNOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, and the association with H&S of Second Party, the parties hereto agree as follows:\n1. “ Confidential Information” shall mean information relating to computer programs and hardware configurations of a proprietary and confidential nature, whether communicated orally or in writing, including without limitation, concepts,\ntechniques, new systems-software planning, processes, designs, circuits, cost data, computer programs, and other technical know-how disclosed by H&S to Second Party or obtained by Second Party through observation or examination of\nH&S’s facilities or procedures. Confidential Information shall also include any information of a confidential nature concerning H&S’s financial information, H&S’s clients or the business and employees of H&S and any information H&S\nhas received from others, which H&S is obligated to treat as confidential or proprietary.\n2. Second Party acknowledges that irreparable injury and damage will result from disclosure to third parties, or utilization for purposes other than those connected with its association with H&S, of Confidential Information.\n3. Second Party shall not, without the prior written consent of H&S, disclose any Confidential Information to any third party and shall not use the Confidential Information except pursuant to and in the course of Second Party’s association\nwith H&S, provided, however, that Second Party shall have no liability to H&S under this Agreement with respect to the disclosure and/or use of any such Confidential Information which:\n(a) Second Party can establish has become publicly known without breach of this Agreement by Second Party, or\n(b) has become known by or available to Second Party prior to H&S’s disclosure of such information to Second Party, as evidenced by written documents received by Second Party\n(prior to H&S’s disclosure to Second Party) from anyone, including Second Party’s employees, agents, or representatives, or\n(c) has become known by or available to Second Party subsequent to H&S’s disclosure of such information to Second Party from anyone, including Second Party’s employees, agents, or representatives, where the original source of such\ninformation was not H&S or persons associated or affiliated with H&S.\n4. Second Party agrees that any disclosure of Confidential Information within Second Party’s own company shall be only such as necessary to accomplish the purpose of Second Party’s association with H&S. Second Party shall take all\nsuch security precautions to protect from disclosure and to keep confidential the Confidential Information as may be necessary, including without limitation, protection of documents from theft, unauthorized duplication and discovery of\ncontents, and restrictions of access by other persons to Confidential Information.\n5. Second Party shall return all written material, photographs, and all other documentation mad
199fba43ae70b39cc4a2b4ebdb96b5df.pdf	effective_date jurisdiction party term	EX-10.2 3 dex102.htm CONFIDENTIALITY, INTELLECTUAL PROPERTY AND NON-COMPETITION\nAGREEMENT\nExhibit 10.2\nCONFIDENTIALITY, INTELLECTUAL PROPERTY\nAND NON-COMPETITION AGREEMENT\nThis CONFIDENTIALITY, INTELLECTUAL PROPERTY AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered\ninto effective for all purposes as of September 7, 2010 by Benny Ward (“Employee”) in favor of BioDelivery Sciences International, Inc., a\nDelaware corporation (the “Company”).\nIn consideration of and as a condition to the Company’s employment of Employee and of Employee providing employment services to the\nCompany, Employee hereby agrees as follows:\n1. Confidentiality. At all times, Employee shall keep confidential, except as the Company may otherwise consent to in writing, and not\ndisclose, or make any use of except for the benefit of the Company, at any time either during or subsequent to performance by Employee of services\nfor the Company, any trade secrets, confidential information, knowledge, data or other information of the Company relating to products, processes,\nknow-how, intellectual property, technical data, designs, formulas, test data, customer lists, business plans, marketing and manufacturing plans and\nstrategies, and pricing strategies or other subject matter pertaining to any business of the Company or any of its partners, customers, consultants,\nlicensors, licensees or affiliates (collectively, the “Confidential Information”), which Employee may produce, obtain or otherwise learn of during\nthe course of Employee’s employment with the Company. The “Confidential Information” shall not include information that is or becomes part of\nthe public domain not as a result of any inaction or action of the Employee. Employee shall not deliver, reproduce, or in any way allow any such\nConfidential Information to be delivered to or used by any third parties for any purpose (including, without limitation, any purpose harmful to or\ncompetetive with the interests of the Company) without the specific direction or consent of a duly authorized representative of the Company.\nEmployee acknowledges and agrees that some of the Confidential Information may be considered “material non-public information” for purposes of\nthe federal securities laws (“Insider Information”) and that the Employee will abide by all securities laws relating to the handling of and acting\nupon Insider Information.\n2. Return of Confidential Material. Upon the termination the Employee’s employment with the Company, Employee shall promptly surrender\nand deliver to the Company all records, materials, equipment, drawings, documents, lab notes and books and data of any nature pertaining to any\nInvention (as defined below) or Confidential Information of the Company or to the services provided by Employee, and Employee will not take or\nretain (in any form or format) any description containing or pertaining to any Confidential Information which Employee may produce or obtain\nduring the course of Employee’s employment with the Company.\n3. Assignment of Inventions and Moral Rights.\n(a) Employee hereby assigns and transfers to the Company, on a perpetual, worldwide and royalty-free basis, Employee’s entire right, title and\ninterest in and to all Inventions. As used in this agreement, the term “Inventions” shall mean all intellectual property, ideas, improvements, designs,\ndiscoveries, developments, drawings, notes, documents, information and/or materials, whether or not patentable and whether or not reduced to\npractice, made or conceived by Employee (whether made solely by Employee or jointly with others) which: (i) occur or are conceived during the\nperiod in which Employee is employed by or performs services for the Company and (ii) which relate in any manner to drug, nutraceuticals, genes,\nvaccines, vitamin or other compound delivery technologies involving liposomes, proteoliposomes, cochleates, buccal, transmucosal, transdermal,\noral or othe
19d0cc3894d25d570fc28283ff763ba7.pdf	effective_date jurisdiction party term	EXHIBIT M NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is entered into as of\nthe date last written below between Cisco Systems, Inc. a California corporation having its principal place of business at\n170 West Tasman Drive, San Jose, California 95134-1706 (and its wholly owned subsidiaries), ("Cisco") and\n__________________\n_____________________________ ________________________, a _______________________\n____________________________________\ncorporation having its principal place of business at\n___________________________________________________________________. In consideration of the mutual\npromises and covenants contained in this Agreement and the disclosure of confidential information to each other, the\nparties to this Agreement agree as follows: 1. DEFINITION. "Confidential Information" means the terms and conditions\nof this Agreement, the existence of the discussions between the parties, the information described in Section 2 below, and\nany other information concerning the Purpose defined below, including but not limited to, information regarding each\nparty's product plans, product designs, product costs, product prices, finances, marketing plans, business opportunities,\npersonnel, research and development activities, know-how and pre-release products; provided that information disclosed\nby the disclosing party ("Disclosing Party") in written or other tangible form will be considered Confidential Information\nby the receiving party ("Receiving Party") only if such information is conspicuously designated as "Confidential,"\n"Proprietary" or a similar legend. Information disclosed orally shall only be considered Confidential Information if: (i)\nidentified as confidential, proprietary or the like at the time of disclosure, and (ii) confirmed in writing within thirty (30)\ndays of disclosure. Confidential Information disclosed to the Receiving Party by any affiliate or agent of the Disclosing\nParty is subject to this Agreement. 2. DESCRIPTION. The Confidential Information to be disclosed under this\nAgreement is described as follows: Cisco: Cisco -------------------------------------------------------------------\n[Other party: ("Party")] -------------------------------------------------------- 3. PURPOSE . The Receiving Party may use the\nConfidential Information solely for the purpose of ("Purpose"): Cisco:\n-------------------------------------------------------------------------- [Otherparty:]\n------------------------------------------------------------------ 4.DISCLOSURE.TheReceivingParty shall not disclose the\nConfidential Information to any third party other than employees and contractors of the Receiving Party who have a need\nto have access to and knowledge of the Confidential Information solely for the 60 SonicWALL OEM Agreement Purpose\nauthorized above. The Receiving Party shall have entered into non-disclosure agreements with such employees and\ncontractors having obligations of confidentiality as strict as those herein prior to disclosure to such employees and\ncontractors to assure against unauthorized use or disclosure. 5. EXCEPTIONS TO CONFIDENTIAL INFORMATION.\nThe Receiving Party shall have no obligation with respect to information which (i) was rightfully in possession of or\nknown to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii)\nis, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained\nby the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) is\ndeveloped by or for the Receiving Party without use of the Confidential Information and such independent development\ncan be shown by documentary evidence; (v) becomes available to the Receiving Party by wholly lawful inspection or\nanalysis of products offered for sale without breach of any contractual\nobligations; and (vi) is transmitted by a par
1a22349aa8f7f1dab06923e1f1df6e8e.pdf	effective_date jurisdiction party term	EX-4 .04 5 s-1exhibit404.htm EXHIBIT 4.04\nExhibit 4.04\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (the “Agreement”) is entered into as of March 21, 2014 (the “Effective Date”)\nby and between Intel Corporation (“Intel”) and Cloudera, Inc. (“Cloudera,” and, together with Intel, each a “Party” or\ntogether the “Parties”).\nWHEREAS, Cloudera may provide certain confidential information (i) to Intel as a result of its notice,\ninformation and inspection rights as a shareholder of Cloudera and in connection with negotiating Proposed Transactions\n(as defined below) (as set forth in more detail below) and (ii) to the Intel Designee (as defined below).\nWHEREAS, any confidential information provided to or disclosed by either party pursuant to the terms of the\nCommercial Agreement will be governed by the terms of the MNDA and not this Agreement.\nNOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the Parties\nintending to be legally bound agree as follows:\n1. Definitions. For the purposes of this Agreement, the following terms have the following meanings:\n(a)\n“Affiliate” of a person shall include any person that, directly or indirectly, controls, is\ncontrolled by or is under common control with such person. The term “control” means the possession of the power,\ndirectly or indirectly, to direct or cause the direction of the management and affairs of a person.\n(b)\n“Board” means the Board of Directors of Cloudera.\n(c)\n“Commercial Agreement” means that certain Collaboration and Optimization Agreement,\nbetween the Parties, dated as of March 21, 2014.\n(d)\n“Confidential Information” shall mean all information, software, data and analysis (including\nwithout limitation information in tangible or intangible form relating to and/or including released or unreleased products\nand services (including without limitation any product or service names, titles, designs, ideas, concepts, scripts and\nschedules), the marketing or promotion of any product, business policies or practices, business plans and forecasts,\npotential transactions and business combinations and information received from others that Cloudera is obligated to treat\nas confidential) in each case that is furnished by Cloudera or its Representatives, and provided to (i) the Intel Designee\nby reason of his or her position as a member of the Board (the “Board Confidential Information”), (ii) Intel or its\nRepresentatives in the form of non‐public information received pursuant to the Investor Rights Agreement, the Right of\nFirst Refusal and Co‐Sale Agreement, or the Voting Agreement, or pursuant to shareholder information or inspection\nrights under applicable law ( the “Shareholder Confidential Information”), or (iii) to Intel or its Representatives\npursuant to the Standstill Agreement in order to enable Intel to evaluate Cloudera and enter into negotiations and\nexecution of a Proposed Transaction (“Proposed Transaction Information”) shall be considered Confidential\nInformation, as well as any analyses, compilations,\nstudies, documents or other material, regardless of the form thereof, prepared by Intel or its Representatives containing\nor based in whole or in part upon such information, software, data or analysis. Confidential Information does not include\ninformation, software, data or analysis that: (A) is when furnished or thereafter becomes publicly available other than as\na result of a disclosure by Intel or its Representatives in violation of this Agreement, (B) is already in the possession of\nor becomes available to Intel or its Representatives on a non‐confidential basis from a source other than Cloudera or its\nRepresentatives, provided that, to Intel’s knowledge, such source is not and was not bound by an obligation of\nconfidentiality to Cloudera, its Representatives or any other party with regard to such information, software, data or\nanalysis, or (C) Int
1a5847e0b968e25ddcf41ac9c6fc63b4.pdf	effective_date jurisdiction party term	EX-10 .1 2 exhibit101cwashmore.htm EXHIBIT 10.1\nEmerson\n8000 West Florissant Avenue\nP.O . Box 4100\nSt. Louis, MO 63136-8506\nUSA\nNovember 11, 2013\nCraig W. Ashmore\n226 Conway Hill Road\nSt. Louis, MO 63141\nDear Mr. Ashmore:\nThis Letter Agreement (“Agreement”) sets out the terms of your resignation as an employee, officer and/or director of\nEmerson Electric Co. Throughout this Agreement the term “Emerson” means Emerson Electric Co. together with any and all other\nentities owned directly or indirectly, in whole or in part, by Emerson Electric Co. Your resignation and the terms of this agreement\nare effective as of November 11, 2013 (“Resignation Date”).\nIn consideration of good and valuable consideration provided to you pursuant to this Agreement, you agree as follows:\n1. NON- DISPARAGEMENT AGREEMENT\nYou will not individually or through third-parties make any public or private statement with respect to any aspect of your employment\nor resignation of employment with Emerson or the terms of this Agreement. If inquiry is made by anyone regarding your\nemployment or separation of employment from Emerson, you agree to state only “I have resigned my employment and officer and\ndirector positions with Emerson effective November 11, 2013 and look forward to further career opportunities. I have enjoyed my\nmany years of employment with Emerson, but it is time for me personally to move on. Emerson is a tremendous company and I\nwish it well.”\nYou also agree not, directly or indirectly, to disparage or make or cause to be made, any comments, statements, or communications\nof any sort to anyone - whether true or false, that may reasonably be considered to be derogatory or detrimental to Emerson or any\nReleased Parties (as defined in the Release Agreement attached as Exhibit A), their reputations, or their services. You\nacknowledge that Emerson has a good reputation locally, nationally and internationally, and you will take no action nor engage in\nany conduct that could injure or diminish that good reputation.\n2. NON-DISCLOSURE AGREEMENT\nYou agree that during your employment you have received and had access to Emerson’s trade secrets and confidential and\nproprietary information (“Confidential Information”), which includes or concerns, but is not limited to, attorney/client communications,\nglobal strategic communications, information pertaining to strategic planning and strategy, mergers and acquisitions, corporate\ntechnology, customers, pricing, business methods and operations, business policies, procedures, practices and techniques, legal\nopinions and legal matters, research or development projects or results, sales, finances, products, suppliers, personnel\nperformance and compensation, plans for future development, marketing practices and financial forecasts and budgeting. You\nagree that disclosure of such Confidential Information would be detrimental to Emerson and agree that at no time following\ntermination of your employment with Emerson will you directly or indirectly disclose or cause the disclosure of any Confidential\nInformation to any person, firm, corporation, or entity no matter what the purpose. You further agree that you will not\ndirectly or indirectly disclose the terms of this Agreement to any person except as authorized specifically herein.\nThe non-disclosure obligations set forth above shall not apply to the extent it is necessary for you to: report income to taxing\nauthorities; communicate with your attorneys or agents to obtain legal and/or financial planning advice after any such attorneys or\nagents bind themselves in writing to the same non-disclosure obligation as set forth above; or, to respond to any lawfully issued\nsubpoena or order of a court of competent jurisdiction or legitimate discovery request pursuant to state or federal rules of civil\nprocedure. If any such subpoena, order of court or discovery request is received, you agree to send to Emerson’s General Counsel\nno l
1aed5c5a68d56197c9c1756396fd2c0d.pdf	effective_date jurisdiction party term	EX-10.16 4 dex1016.htm COVENANT NOT TO COMPETE AND NON-DISCLOSURE AGREEMENT\nEXHIBIT 10.16\nCOVENANT NOT TO COMPETE\nAND NON-DISCLOSURE AGREEMENT\nPARTIES:\nCharles D. Denson (EMPLOYEE)\nand\nNIKE, Inc., and its parent, divisions,\nsubsidiaries and affiliates. (NIKE):\nRECITALS:\nA. This Covenant Not to Compete and Non-Disclosure Agreement is executed upon the EMPLOYEE’s advancement to the position of\nPresident of the NIKE brand and is a condition of such advancement.\nB. Over the course of EMPLOYEE’s employment with NIKE, EMPLOYEE will be or has been exposed to and/or is in a position to develop\nconfidential information peculiar to NIKE’s business and not generally known to the public as defined below (“Protected Information”). It is\nanticipated that EMPLOYEE will continue to be exposed to Protected Information of greater sensitivity as EMPLOYEE advances in the company.\nC. The nature of NIKE’s business is highly competitive and disclosure of any Protected Information would result in severe damage to NIKE\nand be difficult to measure.\nD. NIKE makes use of its Protective Information throughout the world. Protective Information of NIKE can be used to NIKE’s detriment\nanywhere in the world.\nAGREEMENT:\nIn consideration of the foregoing, and the terms and conditions set forth below, the parties agree as follows:\n1. Covenant Not to Compete.\n(a) Competition Restriction. During EMPLOYEE’s employment by NIKE, under the terms of any employment contract or otherwise,\nand for twelve (12) months thereafter, (the “Restriction Period”), EMPLOYEE will not directly or indirectly, own, manage, control, or\nparticipate in the ownership, management or control of, or be employed by, consult for, or be connected in any manner with, any business\nengaged anywhere in the world in the athletic footwear, athletic apparel or sports equipment and accessories business, or any other business\nwhich directly competes with NIKE or any of its parent, subsidiaries or affiliated corporations (“Competitor”). By way of illustration only,\nexamples of NIKE competitors include, but are not limited to: Adidas, FILA, Reebok, Puma, Champion, Oakley, DKNY, Converse, Asics,\nSaucony, New Balance, Ralph Lauren/Polo Sport, B.U .M, FUBU, The Gap, Tommy Hilfiger, Umbro, Northface, Venator (Footlockers), Sports\nAuthority, Columbia Sportswear, Wilson, Mizuno, Callaway Golf and Titleist. This provision is subject to NIKE’s option to waive all or any\nportion of the Restriction Period as more specifically provided below.\n(b) Extension of Time. In the event EMPLOYEE breaches this covenant not to compete, the Restriction Period shall automatically\ntoll from the date of the first breach, and all subsequent\nCOVENANT NOT TO COMPETE AND\nNON-DISCLOSURE AGREEMENT - Page 1\nbreaches, until the resolution of the breach though private settlement, judicial or other action, including all appeals. The Restriction Period\nshall continue upon the effective date of any such settlement judicial or other resolution. NIKE shall not be obligated to pay EMPLOYEE the\nadditional compensation described in paragraph 1(d) below during any period of time in which this Agreement is tolled due to EMPLOYEE’s\nbreach. In the event EMPLOYEE receives such additional compensation after any such breach, EMPLOYEE must immediately reimburse\nNIKE in the amount of all such compensation upon the receipt of a written request by NIKE.\n(c) Waiver of Non-Compete. NIKE has the option, in its sole discretion, to elect to waive all or a portion of the Restriction Period or\nto limit the definition of Competitor, by giving EMPLOYEE seven (7) days prior notice of such election. In the event all or a portion of the\nRestriction Period is waived, NIKE shall not be obligated to pay EMPLOYEE for any period of time as to which the covenant not to compete\nhas been waived.\n(d) Additional Consideration. As additional consideration for the covenant not to compete described above, should NIKE terminate\nEMP
1b851a77e5a24dcf064e29959d49e583.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 13 d528890dex99d3.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)\nBuckeye Technologies Inc.\n1001 Tillman Street\nMemphis, TN 38112\nJanuary 30, 2013\nGeorgia-Pacific LLC\n133 Peachtree Street, N.E .\nAtlanta, GA 30303\nAttention: David G. Park\nDear Mr. Park:\nGeorgia-Pacific LLC (“Buyer”) has requested certain non-public information regarding Buckeye Technologies Inc. (the “Company”) and its\nsubsidiaries (collectively, the “Companies”) in connection with a potential negotiated transaction (the “Transaction”) between Buyer and the\nCompany. As a condition to furnishing such information to Buyer, the Company and Buyer agree to the following provisions:\n1. Certain Definitions. As used in this letter agreement (this “ Agreement”):\n(a) “Affiliate” means, with respect to any Person, any other Person that is directly or indirectly Controlling, Controlled by or under\ncommon Control with such Person, where “Control” and derivative terms mean the possession, directly or indirectly, of the power to direct or cause\nthe direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.\n(b) “Evaluation Material” means any information or data concerning any of the Companies or any of their respective Affiliates, whether\nin oral, visual, written, electronic or other form, that is disclosed to Buyer or any of its Representatives before the date hereof, now or in the future by\nany of the Companies or any of their respective Representatives, together with all notes, memoranda, summaries, analyses, compilations and other\nwritings relating thereto that are prepared by Buyer or any of its Representatives to the extent that they use, contain, reflect or are derived from or\nincorporate any such information or data. Notwithstanding the foregoing, “Evaluation Material” does not include any information or data that: (i) is\nor was independently developed by Buyer or any of its Representatives without reference to the Evaluation Material; (ii) is or becomes available to\nthe public, other than as a result of disclosure by Buyer or any of its Representatives in breach of this Agreement; (iii) is or becomes available to\nBuyer or any of its Representatives on a non-confidential basis from a source other than any of the Companies or any of their respective\nRepresentatives, so long as Buyer or its Representatives, after reasonable inquiry, have no reason to believe that such source is bound by an\nobligation of confidentiality or secrecy to the Companies; or (iv) is in Buyer or its Representatives possession prior to the date of this Agreement.\n(c) “Person” means any natural person, business, corporation, company, association, limited liability company, partnership, limited\npartnership, limited liability partnership, joint venture, business enterprise, trust, governmental authority or other legal entity.\n(d) “Representatives” means, with respect to any Person, the Affiliates of such Person and any of such Person’s and its Affiliates\nrespective directors, employees, managing members, general partners, attorneys, accountants, investment bankers, financial advisors, consultants and\nother advisors, together with any actual or potential sources of debt financing for such Person or its Affiliates.\n2. Confidentiality, Use and Disclosure of Evaluation Material.\n(a) Confidentiality and Use of Evaluation Material. Buyer agrees that Buyer and its Representatives shall (i) use the Evaluation Material\nsolely for the purpose of evaluating, negotiating and consummating the Transaction; (ii) except as otherwise permitted by this Section 2 or\nSection 3(c), keep all Evaluation Material strictly confidential; and (iii) disclose Evaluation Material only to Representatives of Buyer to whom\ndisclosure is needed to facilitate Buyer’s evaluation, negotiation and/or consummation of the Transaction. Before Buyer or any of its Representatives\nprovides acces
1bff75467e9f1585cf9913482d578d74.pdf	effective_date jurisdiction party term	EX-99.(D)(6) 14 d701401dex99d6.htm NON-DISCLOSURE AGREEMENT\nExhibit (d)(6)\nDecember 20, 2013\nPRIVATE AND CONFIDENTIAL\nMr. Mark Anderson, Managing Director\nMr. Lawrence Fey, Principal\nMr. Stephen Master, Vice President\nGTCR LLC\n300 N. LaSalle St.\nSuite 5600\nChicago, IL 60654\nRe: Non-Disclosure Agreement\nGentlemen:\nIn connection with your consideration of a potential consensual transaction negotiated directly by and between Vocus, Inc., a Delaware\ncorporation (“Vocus” and collectively with its subsidiaries, the “Company,” “we” or “our”), and you (a “Transaction”), we are prepared to make\ncertain information available to you concerning the business, financial condition, operations, assets, prospects and liabilities of the Company. As\na condition to our furnishing any such information to you and your Representatives (as defined below), you agree to treat such information in\nstrict confidence in accordance with the provisions of this Non-Disclosure Agreement (this “Agreement”), and to take or refrain from taking the\nother actions as hereinafter expressly set forth.\nAs used in this Agreement, (i) the term “Representative” means, as to any person, such person’s affiliates and its and their respective\ndirectors, officers, general partners, managers, members, employees, agents and advisors (including, without limitation, financial advisors, legal\ncounsel and accountants), and with the written consent (including via email, which such consent shall not be unreasonably withheld or delayed)\nof the Company or as referenced on the attached Schedule A of this Agreement any consultants and potential financing sources; (ii) the term\n“affiliate” has the meaning given to that term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as\namended (the “Exchange Act”); and (iii) the term “person” shall be broadly interpreted to mean all natural and legal persons, including, without\nlimitation, any company, corporation, general or limited partnership, limited liability company, trust, or other entity.\n1. Evaluation Material.\nAs used in this Agreement, the term “ Evaluation Material” means all information concerning the Company (whether furnished on or after\nthe date hereof, whether prepared by the Company, its Representatives or otherwise, whether or not marked as being confidential, and\nirrespective of the form of communication, including oral as well as written and electronic communications) that is furnished to you or to your\nRepresentatives by or on behalf of the Company. The term “Evaluation Material” also includes all notes, analyses, compilations, studies,\ninterpretations and other documents prepared by you or your Representatives which contain, reflect or are based upon, in whole or in part, the\ninformation that the Company or the\nNon-Disclosure Agreement\nPage 2\nCompany’s Representatives furnish to you or your Representatives. The term “Evaluation Material” does not include information that (a) has\nbecome generally known to the public other than as a result of a disclosure by you or your Representatives in breach of this Agreement, (b) was\nwithin your possession prior to it being furnished to you by or on behalf of the Company; provided, that the source of such information was not\nknown by you (or reasonably should be known by you) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary\nobligation of confidentiality to, the Company or any other party with respect to such information, (c) has become available to you on a non-\nconfidential basis from a source other than the Company or any of the Company’s Representatives if such source is not known by you (and\nshould not reasonably be known by you) to be bound by a confidentiality agreement with, or any other contractual, legal, or fiduciary obligation\nof confidentiality to, the Company or any other party with respect to such information, or 
1c1705ebb86fb8c9ddd2c765d1d59486.pdf	effective_date jurisdiction party	EX-10 .1 2 a14-24845 _1ex10d1.htm EX-10.1\nExhibit 10.1\nCONFIDENTIAL SEPARATION AGREEMENT\nAND GENERAL RELEASE OF CLAIMS\nThis Agreement is a contract between John Michael Magouirk (“you”) and Colt’s Manufacturing Company LLC (“Colt”) relating to your separation from Colt, effective November 14, 2014 (the “Separation Date”). You\nshould thoroughly review and understand the Agreement before signing it, and you are advised to consult with counsel before signing this Agreement.\nA.\nBENEFITS FOR SIGNING THIS AGREEMENT: In exchange for your execution of this Agreement and subject to the terms and conditions of this Agreement, Colt agrees to provide you with the\nfollowing benefits in connection with your separation (collectively, the “Separation Benefits”):\n1.\nContinuation of your salary (not including any bonus or incentive compensation) as of the Separation Date for fifty-two weeks (“Separation Pay”) at a weekly rate of $7,210 for a total amount of $374,920\nless appropriate taxes and withholdings. Payment of the Separation Pay in the form of salary continuation shall commence, in accordance with Colt regular payroll practices, following the Effective Date of this Agreement, as set forth in\nSection J below.\n2.\nIf applicable, continuation of your participation in Colt group health plans through December 31, 2014, on the same terms and conditions as existed immediately prior to the Separation Date, including\nyour responsibility to pay the employee portion of the coverage. If applicable, after December 31, 2014, you may be eligible to continue health benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at your\nsole expense.\nB.\nRELEASE AND WAIVER:\n1.\nIn exchange for the payments and other consideration described above, you agree to release Colt and any and all of its parents, subsidiaries, affiliates, predecessors, successors and assigns (herein referred\nto collectively as “Colt and Affiliates”), from any and all claims, demands, actions, or liabilities you may have against them, or any one of them, of whatever kind, including but not limited to those which are related in any way to your\nemployment by Colt and Affiliates or the termination of that employment. You also agree to release from all claims, demand, actions, or liabilities the past, present, and future principals, agents, directors, officers, employees, fiduciaries,\nrepresentatives, successors and assigns of Colt and Affiliates (hereinafter, “Associated Persons”). You agree that you have executed this Agreement on your own behalf, and also on behalf of any heirs, agents, representatives, successors\nand assigns that you may have now or in the future.\n2.\nYou agree that this Release and Waiver covers, but is not limited to, claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Employee Retirement Income Security Act of 1974, as\namended (also known as “ERISA”), the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act of 1990, the Connecticut Fair Employment\nPractices Act, and any other federal, state or local law dealing with discrimination on any basis, including sex, race, national origin, veteran status, marital status, religion, disability, sexual orientation, reservist status or age. You also agree\nthat, except to the extent otherwise provided by law, this Release and Waiver includes claims based on any statute or on any contract or tort theories, whether based on common law or otherwise. This Release and Waiver does not apply to\nclaims arising\nunder any workers’ compensation statute, except it does apply to claims for wrongful discharge or other discrimination in employment for exercising rights under such statute.\n3.\nIf any claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participat
1c36bbc314ee3f0cbe059d15d4fdd36a.pdf	effective_date jurisdiction party term	EX-99.(D)(9) 3 a16-19711_1ex99dd9.htm EX-99.(D)(9)\nExhibit (d)(9)\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this “Agreement”) is dated and effective as of November 28, 2015, between Affinity Gaming, a\nNevada corporation (the “Company”), and Z Capital Partners L.L.C ., a Delaware limited liability company (“Receiving Party”).\nWhereas, Receiving Party has requested the Company to provide certain information in connection with Receiving Party’s consideration\nof a potential transaction (the “Potential Transaction”) involving the Company and Receiving Party, and the Company desires to protect the\nconfidentiality of the information that it provides and to have Receiving Party take or abstain from taking certain actions in accordance with the\nprovisions of this Agreement.\nNow, therefore, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1.\nDefinitions.\n(a)\n“Evaluation Material” means any information (whether prepared by the Company or its Representatives (as defined\nherein) or any other person, and regardless of the form of communication, including whether written, oral or otherwise) that is furnished or made\navailable to Receiving Party or any of its Representatives by or on behalf of the Company or any of its Representatives, on or after the date\nhereof, and all notes, analyses, compilations, studies, interpretations, memoranda, reports, projections, forecasts or other documents or materials\n(regardless of the form thereof) prepared by Receiving Party or any of its Representatives which contain or otherwise reproduce or reflect, in\nwhole or in part, any such information; provided, that “Evaluation Material” does not include information which:\n(i)\nis or becomes generally available to the public other than as a result of an act or omission directly or\nindirectly by Receiving Party or any of its Representatives in violation of this Agreement or any other obligation of confidentiality (contractual,\nfiduciary, or otherwise) known by, or that reasonably should have been known by, Receiving Party or any of its Representatives;\n(ii)\nis already in Receiving Party’s or any of its Representatives’ possession and was not furnished by or on\nbehalf of the Company or its Representatives, provided, that such information is not known by, or reasonably should have been known by,\nReceiving Party or any of its Representatives to be subject to another confidentiality agreement or other obligation of confidentiality (contractual,\nfiduciary, or otherwise);\n(iii) becomes available to Receiving Party or any of its Representatives on a non-confidential basis from a source\nother than the Company or any of its Representatives, provided, that Receiving Party and its Representatives do not have knowledge, and could\nnot reasonably have known, that such information is subject to another confidentiality agreement or other obligation of confidentiality\n(contractual, fiduciary, or otherwise); or\n(iv) is independently developed by Receiving Party or its Representatives without the use of, reference to or\nreliance upon any information furnished to Receiving Party or any of its Representatives by or on behalf of the Company or any of its\nRepresentatives and without any violation of this Agreement or any other obligation of confidentiality (contractual, fiduciary, or otherwise)\nknown by, or that reasonably should have been known by, Receiving Party or any of its Representatives.\n1\n(b)\n“Representatives” means, with respect to a party, such party and the directors, officers, employees, affiliates,\nmembers, agents, or advisors (including attorneys, accountants, financial advisers, consultants and investment bankers) of such party and, in the\ncase of Receiving Party, any debt financing source that at the date hereof is listed on Exhibit A 
1c8babc8a7299e82486a96a3ced4424a.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 5 dex99e2.htm NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nExhibit (e)(2)\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (the “Agreement”) is dated as of March 24, 2007 by and between Lone Star U.S . Acquisitions, LLC (the\n“Receiving Party”) and Accredited Home Lenders Holding Co. (the “Company”).\n1. Confidential Information; Representatives. (a) The Receiving Party is considering a possible business transaction with the Company (the\n“Transaction”), and, in order to assist the Receiving Party in evaluating the Transaction, the Company is prepared to make available to the Receiving\nParty certain information concerning the business, operations and assets of the Company (all such information, the “Confidential Information”). As a\ncondition to the Confidential Information being furnished to the Receiving Party and the directors, officers, partners, members, employees, agents,\nconsultants, related investment funds, advisors, attorneys, accountants, potential sources of equity capital and financing, and financial advisors of the\nReceiving Party, in each case who need to know such information for the purpose of evaluating a Transaction on the Receiving Party’s behalf\n(collectively, “Representatives”), the Receiving Party agrees to treat the Confidential Information in accordance with the provisions of this\nAgreement and to take or abstain from taking certain, and to cause its Representatives to take or abstain from taking, other actions hereinafter set\nforth.\n(b) The term “Confidential Information” shall include, without limitation, any and all information concerning the Company and its business,\noperations, strategy or prospects that is furnished to the Receiving Party by or on behalf of the Company, whether furnished before or after the date\nof this Agreement, including, without limitation, any analyses, business or strategic plans, compilations, studies, data, reports, interpretations,\nprojections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained, whether\ndocumentary, computerized or otherwise), that contain or otherwise reflect information concerning the Company or its business, operations, strategy\nor prospects prepared by or on behalf of the Receiving Party or any of the Receiving Party’s Representatives that contain or otherwise reflect such\ninformation or any conversations with Representatives of the Company describing or relating thereto.\n2. Excluded Information. The Confidential Information shall not include information that (a) is or becomes generally available to the public\nother than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (b) is in the Receiving Party’s\npossession prior to disclosure by the Company or is independently derived by the Receiving Party without the aid, application or use of the\nConfidential Information or (c) is disclosed to the Receiving Party on a non-confidential basis by a third party not bound by any known duty or\nobligation of confidentiality.\n3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party and its Representatives shall use the\nConfidential Information solely for the purpose of evaluating a possible Transaction. The Receiving Party shall keep the Confidential Information in\nconfidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party\nmay make any disclosure of information contained in the Confidential Information to which the Company gives its prior written consent, and (ii) any\ninformation contained in the Confidential Information may be disclosed to the Receiving Party’s Representatives who reasonably require access to\nsuch information for the purpose of evaluating a possible Transaction and who agree to keep such information in confidence; provided, further, that\nthe Receivi
1d43f9810804edab74b1d3388e3ecbca.pdf	jurisdiction party	Exhibit 10.16\nFIRST OAK BROOK BANCSHARES, INC.\nOAK BROOK BANK\nAgreement Regarding\nConfidentiality, Non-Solicitation of Customers and Employees\nand Prohibited Conduct\nThis Agreement is made by and between the undersigned (“Employee”) and First Oak Brook Bancshares, Inc., Oak Brook Bank\nand/or a subsidiary or affiliate of either of them (each such entities, separately and collectively referred to herein as “Bank”).\nAs a condition to and in consideration of Employee’s employment and/or continued employment by the Bank, and/or Employee’s\neligibility to receive and/or receipt of awards of bonus or incentive compensation under the First Oak Brook Bancshares, Inc.\nIncentive Compensation Plan and/or a similar or successor plan, or otherwise (such awards “Incentive Awards”), the parties agree to\nthe following:\n1. CONFIDENTIAL INFORMATION\n1.1 Disclosure or Use. Employee understands and acknowledges, that by virtue of his or her employment with Bank, he or she\nwill learn or develop Confidential Information (as that term is defined herein). Employee further acknowledges that unauthorized\ndisclosure or use of such Confidential Information, other than in discharge of his or her duties, will cause the Bank irreparable harm.\nAccordingly, during the term of his or her employment and thereafter, Employee agrees not to use any Confidential Information\nexcept in furtherance of his or her duties for the Bank, nor to disclose any Confidential Information except to officers or other\nEmployees of the Bank when it is necessary, in the ordinary course of business, to do so. Upon termination of employment with the\nBank for any reason, Employee shall not, directly or indirectly, disclose, publish, communicate or use on his or her behalf or\nanother’s behalf, any Confidential Information. Employee acknowledges that the Bank operates and competes in Illinois and other\njurisdictions, and that the Bank will be harmed by unauthorized disclosure or use of Confidential Information, regardless of where\nsuch disclosure or use occurs, and that therefore this confidentiality agreement is not limited to any single state, country or\njurisdiction.\n1.2 Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean trade secrets and other\nproprietary information concerning the products, processes or services of the Bank and information regarding customers and\nprospective customers of the Bank, which information (a) has not been made generally available to the public, and is useful or of\nvalue to the Bank’s current or anticipated business activities or of those of any customer or prospective customer of the Bank; or\n(b) is known by Employee to be confidential, or has been identified to Employee as confidential, either orally or in writing, or is\nrequired by applicable law, rule or regulation to be maintained as confidential by the Bank including, but not limited to: computer\nprograms; research and other statistical data and analyses; marketing, organizational or other research and development, or business\nplans; personnel information, including the identity of other employees of the Bank, their responsibilities, competence, abilities, and\ncompensation; financial, accounting and similar records of the Bank and/or any fund or account managed by the Bank; current and\nprospective customer lists and information on clients and their employees; customer financial statements, investment objectives, the\nnature of their investment portfolios and contractual agreements with the Bank; information concerning planned or pending\ninvestment products, acquisitions or divestitures.\n1.3 Exceptions. Confidential Information shall not include information which: (a) is in or hereafter enters the public domain\nthrough no fault of Employee; (b) is obtained by Employee from a third party having the legal right to use and disclose the same; or\n(c) is in the possession of Employee prior to receipt from the Bank (as evidenced by Employee’s wr
1ebe90010883632839adf34be282271b.pdf	effective_date jurisdiction party	Exhibit 10.19\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (hereinafter the “Agreement”) is made and entered into on May 4, 2005 by and between the Affiliated Companies, which included but are not limited to, Silver Valley Capital, Sterling Mining Company,\nKimberly Gold Mines, Inc. Shoshone Silver Mining Company (hereinafter the “Company”), and Michael L. Mooney (hereinafter “Employee”).\nFOR GOOD CONSIDERATION, and in consideration of Employee’s employment or continued employment with the Company, Employee hereby agrees and acknowledges:\n1. That during the course of my employment with the Company, there may be disclosed to me certain trade secrets, confidential and/or proprietary business information of or regarding the Company; consisting of but not necessarily\nlimited to:\na. Technical information: Assays and assay results, resource estimates and/or projections. methods, processes, formulae, compositions. systems, techniques, inventions, machines, computer programs, research projects and experimental or\ndevelopmental work, relating to any project or organization.\nb. Business information: Business and development plans, investor and customer lists, pricing data, sources of supply, financial data, marketing, production, and merchandising systems or plans and operation plans, investor transactions,\nstock and/or warrant ownership.\n2. As used in this Agreement, the term “Confidential Information” means all Technical and/or Business information described in paragraphs 1(a) and (b) above, and any other trade secrets and/or confidential and/or proprietary business\ninformation of or regarding the Company (including information created or developed, in whole or in part, by Employee), which is not generally known about the Company or about its business. Confidential Information includes not only\nthe information itself, but also all documents containing such information, and any and all such information maintained in electronic or other form. For purposes of this Agreement, Confidential Information shall not include any\ninformation which Employee can establish was (i) was publicly known or (ii) becomes publicly known and made generally available after disclosure to Employee by the Company, through means other than Employee’s breach of his/her\nobligations under this Agreement.\n3. Employee agrees that, except in promoting the Company’s business, and as necessary in performing the duties of his/her employment with the Company, Employee shall not use in any manner, directly or indirectly, any Confidential\nInformation. Employee agrees that he/she will never use any Confidential Information for his/her own benefit or for the benefit of any person or entity other than the Company, and will not permit or allow any Confidential Information to\nbe used in competition with the Company. Employee acknowledges and agrees that all Confidential Information is the exclusive property of the Company, and Employee has no independent or individual claim to such Confidential\nInformation for any purpose. During his/her employment with the Company and at all times thereafter, Employee shall take all reasonable steps to prevent any unauthorized disclosure or use of any and all Confidential Information.\nEmployee further agrees to notify the Company immediately in the event that he/she becomes aware of any unauthorized use or disclosure of Confidential Information.\n4. Employee understands and agrees that he/she is being employed for an indefinite term, and is an “employee at will” whose employment with the Company can be terminated by either Employee or the Company at any time. for any\nreason, or for no reason at all, with or without advance notice.\n5. All questions with regard to the interpretation and enforcement of any provision of this Agreement shall be determined in accordance with the laws of the State of Idaho.\n6. I agree that upon the termination of my employment from Company:\na. I shall return to Company all documents 
1f41426812f1d8b1bcf30a6f37a12d51.pdf	effective_date jurisdiction party term	EX-99.(E).(14) 4 d525547dex99e14.htm NON DISCLOSURE AGREEMENT DATED AUG. 1, 2012\nExhibit (e)(14)\nLOGO\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is entered into as of August 1, 2012, by and between AEROSONIC CORPORATION having its primary place of business at\n1212 North Hercules Avenue, Clearwater, Florida (hereinafter referred to as Aerosonic or DISCLOSING PARTY) and TransDigm Group\nIncorporated having its place of business at 1301 East 9th Street, Suite 3000, Cleveland, OH 44114 (hereinafter referred to as TRANSDIGM or\nRECEIVING PARTY).\n1. PURPOSE\nThe purpose of this Agreement is to set forth the rights and obligations of the parties with respect to the use, handling, protection, and\nsafeguarding of Proprietary Information which is disclosed by and between the parties.\n2. DEFINITION\nProprietary Information is defined as technical data and other information (including but not limited to descriptions, drawings, compositions,\nbusiness and financial information, technology development plans or strategies, and computer software) in whatever form and concerning any\ntopic, which is identified as proprietary by the disclosing party in accordance with the following guidelines:\nA. When disclosed in writing, Proprietary Information will be clearly and conspicuously marked by appropriate stamp or legend by the\ndisclosing party as Proprietary Information;\nB. When disclosed orally or visually, Proprietary Information will be immediately identified as Proprietary Information, and within thirty\n(30) days of disclosure, the disclosing party will summarize the oral or visual disclosure in written form, mark it as proprietary, and\ndelivery it to the receiving party;\nC. When disclosed in the form of magnetic recording or some other machine-readable form, Proprietary information will be identified as\nProprietary Information when transmitted, if possible, the container and form of the information will be clearly and conspicuously\nmarked by the disclosing party as proprietary. Within thirty (30) days after disclosure, the disclosing party will confirm the disclosure\nand specifically identify the Proprietary Information disclosed. Any physical embodiment of such information will be clearly and\nconspicuously marked as proprietary to the disclosing party.\n3. TERM\nThis Agreement shall terminate two years after the date first entered. Provided, however this Agreement may be terminated by either party at\nany time by giving thirty (30) days written notice of termination to the other party. Notwithstanding any such termination, the requirements\nspecified in Article 5 herein below shall continue to be binding upon the parties thereafter. All proprietary action, samples and models, if any,\nexchanged hereunder shall remain the property of the Disclosing Party and shall be returned to it or destroyed within thirty (30) days at the\nrequest and instruction of the Disclosing Party should such information no longer be required by the Receiving Party, or upon termination or\nexpiration of this Agreement together with all copies made thereof by the Receiving Party hereunder. Upon request, the\nAerosonic NDA September 2011\n1\nReceiving Party shall promptly send the Disclosing Party a destruction certificate. Notwithstanding the foregoing, the Receiving Party may\nretain one copy of an information obtained hereunder solely for use in connection with the determination or resolution of a dispute between the\nparties. Any such information retained by the Receiving Party shall remain subject to the terms of this Agreement.\n4. POINTS OF CONTACT\nThe primary points of contact with respect to the transmission and control of Proprietary Information disclosed under this Agreement are:\nFor: AEROSONIC CORPORATION\nFor: TRANSDIGM\nName: Mark Perkins\nName: Bemt Iversen II\nPhone: 727-461 -3000\nPhone: 864-843-5365\nEach Party may change its point of contact by written notice to the other Party.\n5. LIMITATIONS ON USE AND DISCLOSURE OF PROPRIETARY INFORMATION\nA. Propr
21fe1db5dd403579a003316a848581d5.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 12 d26631_ex99-d3.htm\nMUTUAL CONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this “Agreement”) is dated as of July 22, 2008, and is made by and between North American Galvanizing\n& Coating, Inc. (“North American”) and AZZ incorporated (“AZZ”). North American and AZZ are sometimes herein collectively referred to as the\n“Parties” and each, a “Party”. In its capacity as a Party receiving Confidential Information, as that term is hereinafter defined, a Party may be\nreferred to herein as a “Receiving Party”; in its capacity as a Party disclosing Confidential Information, a Party may be referred to herein as a\n“Disclosing Party”.\n1. Confidential Information, Representatives. The Parties are considering entering into a possible transaction (the “Transaction”), and\nin order to assist the other Party in evaluating the possible Transaction, each Party is prepared to make available to the other Party certain\nconfidential, non-public or proprietary information concerning its and/or its affiliates’ and/or subsidiaries’ businesses, plans, operations and assets\n(any and all such information provided to a Receiving Party by or on behalf a Disclosing Party, its affiliates or subsidiaries regardless of the manner\nin which such is provided, together with all notes, summaries, analysis, compilations, studies, interpretations and memoranda based thereon or\nextracts, copies and other reproductions thereof is herein referred to as the “Confidential Information”). As a condition to the Confidential\nInformation being furnished by each Party to the other Party and its affiliates, subsidiaries, directors, officers, partners, members, employees, agents,\nadvisors, attorneys, accountants, consultants and potential sources of capital or financing (collectively, “Representatives”), each Party agrees to treat\nthe Confidential Information provided to it by the other Party in accordance with the provisions of this Agreement and to take or abstain from taking\ncertain other actions hereinafter set forth.\n2.\nExcluded Information. The Confidential Information shall not include information that (i) is or becomes publicly available other\nthan as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (ii) is in the Receiving Party’s\npossession or the possession of any of its Representatives prior to disclosure by or on behalf of the Disclosing Party or is independently derived by\nthe Receiving Party or any of its Representatives without the aid, application or use of the Confidential Information, (iii) is disclosed to the\nReceiving Party or any of its Representatives by a third party on a non-confidential basis, or (iv) subject to compliance with paragraph 6 below, the\nReceiving Party or any of its Representatives is advised by counsel that it is required to be disclosed by applicable law, regulation or legal process.\n3.\nUse and Non-Disclosure of Confidential Information. The Receiving Party and its Representatives shall use the Confidential\nInformation provided to it by or on behalf of the Disclosing Party solely for the purpose of evaluating a possible Transaction. The Receiving Party\nshall keep the Confidential Information provided to it by the Disclosing Party confidential and shall not disclose any of the Confidential Information\nin any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of information contained in the Confidential\nInformation provided to it by the Disclosing Party to which the Disclosing Party gives its prior written consent, and (ii) any information contained in\nthe Confidential Information provided by the Disclosing Party may be disclosed to the Receiving Party’s Representatives who reasonably require\naccess to such information for the purpose of evaluating a possible\n1\nTransaction and who agree to keep such information confidential. Each Party shall be responsible for any
22526e24107177141dc9b66afed7106d.pdf	effective_date jurisdiction party term	EX-10.3 4 dex103.htm CONFIDENTIALITY AGREEMENT\nEXHIBIT 10.3\nCONFIDENTIALITY AGREEMENT\nAs a condition of my becoming a member of the Board of Directors of Interactive Data Corporation, a Delaware corporation (the\n“Company”), and in consideration of my service to the Company as a director and my receipt of the compensation now and hereafter paid to me by\nthe Company, I agree to the following:\nSection 1. Confidential Information.\n(a) Company Group Information. I acknowledge that, during the course of my service to the Company, I will have access to\ninformation about the Company and its direct and indirect parents and subsidiaries (collectively, the “Company Group”) and that my service to the\nCompany shall bring me into close contact with confidential and proprietary information of the Company Group. In recognition of the foregoing, I\nagree, at all times during the term of my service to the Company and for the ten (10) year period following my termination of service to the\nCompany Group for any reason, to hold in confidence, and not to use, except for the benefit of the Company Group, or to disclose to any person,\nfirm, corporation, or other entity without written authorization of the Company, any Confidential Information that I obtain or create. I further agree\nnot to make copies of such Confidential Information except as authorized by the Company. I understand that “Confidential Information” means\ninformation that the Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire, create, compile,\ndiscover, or own, that has value in or to the business of the Company Group that is not generally known and that the Company wishes to maintain as\nconfidential. I understand that Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or\nanticipated business and/or products, research, or development of the Company, or to the Company’s technical data, trade secrets, or know-how,\nincluding, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets, customer lists,\nand customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration\ninformation, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally, or by\ndrawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Confidential Information shall not\ninclude (i) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were\nunder confidentiality obligations as to the item or items involved or (ii) any information that I am required to disclose to, or by, any governmental or\njudicial authority; provided, however, that in such event I will give the Company prompt written notice thereof so that the Company Group may seek\nan appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Confidentiality Agreement\n(the “Confidentiality Agreement”).\n(b) Former or Concurrent Service Recipient Information. I represent that my performance of all of the terms of this\nConfidentiality Agreement as a director of the Company has not breached and will not breach any agreement to keep in confidence proprietary\ninformation, knowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my service to the Company, and\nI will not disclose to any member of the Company Group, or induce any member of the Company Group to use, any developments, or\nconfidential or proprietary information or material I may have obtained in connection with employment with or service to any prior or concurrent\nemployer or service recipient in violation of a confidentiality agreement, nondisclosure ag
22a9ca6c51304892ecda7c2a7c247d45.pdf	effective_date jurisdiction party term	EX-99.(D)(3)(I) 9 dex99d3i.htm CONFIDENTIALITY AGREEMENT, DATED MARCH 15, 2007\nExhibit (d)(3)(i)\nLOGO\nMarch 15, 2007\nMr. Thomas Hook\nPresident and CEO\nGreatbatch, Inc.\n9645 Wehrle Drive\nClarence, NY 14031\nDear Mr. Hook:\nEnpath Medical, Inc. (“Enpath” or “the Company”) has engaged Greene Holcomb & Fisher (“GH&F”) to advise the Company with respect to a\npotential negotiated transaction involving a potential business combination (the “Transaction”). In connection with the consideration of a Transaction\nwith the Company, the Company is prepared to furnish Greatbatch, Inc. (“you” or “Greatbatch”) with information concerning the Company’s\nbusiness, all of which is deemed confidential and proprietary, subject to the exceptions outlined below. This information is collectively referred to as\nthe “Evaluation Material.”\n1. Confidentiality\nTo maintain the confidentiality of the Evaluation Material, you and each individual or entity with access to the Evaluation Material agree:\na. not to use any Evaluation Material or notes, summaries, or other material derived from the Evaluation Material (collectively, “Notes”)\nexcept to determine whether you wish to propose to enter into a Transaction with the Company and the terms of a Transaction;\nb. not to disclose any Evaluation Material or Notes other than to those of your and your affiliates’ officers, directors, employees, advisors and\nrepresentatives (collectively, “Representatives”) with a need to know the information and who agree to be bound by the terms of this Agreement; and\nc. not to disclose that the Evaluation Material has been made available, that you or your Representatives have inspected any Evaluation\nMaterial, or that you and the Company may be considering a Transaction or have had, are having or propose to have any discussions with respect\nthereto.\n2. Non-Disclosure by ENPATH and GH&F\nThe Company and GH&F agree not to disclose that the Evaluation Material has been made available to you, or that you may be considering the\nTransaction, or that discussions or negotiations are taking or have taken place with you concerning the Transaction unless the disclosure is required\nby law, regulation or a listing agreement with a securities exchange.\n3. Termination by ENPATH\nThe Company (directly or through GH&F) may elect at any time to terminate further access by you to Evaluation Material. You agree that upon any\ntermination, you will promptly (and in any case within five business days of the Company’s or GH&F’s request) return to GH&F or the Company all\nEvaluation Material except Notes, cause all Notes to be destroyed, including any Notes or Evaluation Material in electronic form and confirm in\nwriting to the Company that all the material has been returned or destroyed in compliance with this Agreement, except that your investment banker\nmay retain one copy of any such Evaluation Material as may be required under internal record retention policies and procedures for legal,\ncompliance or regulatory purposes, in which case the restrictions herein on its use and disclosure of any Evaluation Material shall survive. No\ntermination will affect your obligations or\nphone :: 763.951 .8181\nfax :: 763.559.0148\nmail :: Enpath Medical, Inc.\ntoll free :: 866.951 .8181\nweb\n:: enpathmedical.com\n2300 Berkshire Lane North\nMinneapolis, MN 55441 USA\nMr. Thomas Hook\nMarch 15, 2007\nPage 2\nthose of your Representatives under this Agreement, all of which obligations will continue in effect. You will be permitted to maintain a log that\nidentifies the Evaluation Material returned in accordance with this paragraph.\n4. Exceptions\nThis Agreement does not apply to portions of the Evaluation Material if the information\ni. becomes generally available to the public other than as a result of a disclosure by you or your Representatives in violation of this\nAgreement,\nii.\nwas available to you on a non-confidential basis or was already in the public 
232b3bee703427df8e9893e4a52d5d60.pdf	effective_date jurisdiction party term	EX-10.3 4 dex103.htm FORM OF EXECUTIVE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nExhibit 10.3\nEXECUTIVE CONFIDENTIALITY AND NON-COMPETITION\nAGREEMENT\nIn consideration of my 2011 stock award and other good and valuable consideration, the sufficiency of which is acknowledged, the Company and I\nagree to this Executive Confidentiality and Non-Competition Agreement (“Agreement”).\n1. The following definitions apply to this Agreement:\na. “Company” means [Employer Name] and its successors and assigns.\nb. “Company Affiliate” means, excluding the Company itself, Altria Group, its wholly-owned subsidiaries and affiliates, and their successors\nand assigns.\nc. “I,” “me,” or “my” refers to [Executive Name].\nd. “Confidential Information” means information that is confidential and proprietary to the Company and/or any Company Affiliate, including\nbut not limited to: trade secrets; lists of and other non-public information about current and prospective customers; business plans or strategies; sales\nand account records; prices or pricing strategy or information; current and proposed advertising and promotional programs; research or development\nprojects or plans; non-public financial information; information relating to personnel, including compensation and other employment practices;\nmethods, systems, techniques, procedures, designs, formulae, inventions, and know-how; and other business information of a similar nature not\ngenerally known to the public, which if misused or disclosed, could adversely affect the business of the Company and/or any Company Affiliate.\nConfidential Information includes any such information that I may prepare or create during my employment, whether on behalf of the Company or\non behalf of any Company Affiliate to whom I am providing services, as well as such information that has been or may be created by others in those\ncapacities. Confidential Information does not include information that is generally known to the public or that has been made known to the public\nthrough no fault of my own.\ne. “Competitor” means any individual, group, company, enterprise, or other entity that develops, manufactures, markets, and/or sells tobacco,\nwine, or other products or technologies that compete (or upon introduction to the marketplace, will compete) with tobacco, wine, or other products or\ntechnologies that are manufactured, marketed, sold, and/or being developed by the Company and/or any Company Affiliate (including but not\nlimited to Philip Morris USA, U.S. Smokeless Tobacco Company, John Middleton Company, and Ste. Michelle Wine Estates). The term\n“Competitor” also includes any other entity under common ownership (in whole or in part) or legal affiliation with a competing entity, as identified\nin the preceding sentence, which provides support to such competing entity.\nUpdated: January 2011\nf. “Competitive Activities” means any employment with, engagement as a consultant or contractor for, rendering of any services to, or other\nmaterial assistance in any capacity to any Competitor.\ng. “Adverse Party” means any individual, group, company, union, governmental body or other entity, excluding a Competitor, that has\npecuniary and/or non-pecuniary interests known to be in opposition or otherwise adverse to those of the Company and/or any Company Affiliate.\n2. During the period of my employment, I will devote my full time and best efforts to the business of the Company and/or any Company Affiliate,\nand I will not take any action that conflicts with the interests of the Company and/or any Company Affiliate. Moreover, I further agree that, during\nmy period of employment, I will take no action that conflicts with or infringes on the rights or interests of any third party for which I have performed\nservices either as an employee, consultant, or contractor. Specifically, I agree that, during the period of my employment, I am not to use or disclose\nany confidential or proprieta
2385feca03476ca2bf9acca525a12a60.pdf	effective_date jurisdiction party term	EX-99.(D)(4) 8 dex99d4.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(4)\nCONFIDENTIALITY AGREEMENT\nTHIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of November 19, 2009, between Diedrich Coffee, Inc.\n(“Diedrich”), on the one hand, and Green Mountain Coffee Roasters, Inc. (“Green Mountain”), on the other. Diedrich and Green Mountain are\nreferred to collectively as the “Parties” and each is individually referred to as a “Party”).\nIn order to facilitate the consideration and negotiation of a possible transaction involving Diedrich and Green Mountain, each Party has\nrequested access to certain non-public information regarding the other Party and the other Party’s subsidiaries. (Each Party, in its capacity as a\nprovider of information, is referred to in this Agreement as the “Provider”; and each Party, in its capacity as a recipient of information, is referred to\nin this Agreement as the “Recipient.”) This Agreement sets forth the Parties’ obligations regarding the use and disclosure of such information and\nregarding various related matters.\nThe Parties, intending to be legally bound, subject to Section 8(k), acknowledge and agree as follows:\n1. Limitations on Disclosure and Use of Confidential Information.\n(a) The Recipient will take reasonable precautions (consistent with the precautions it ordinarily takes to safeguard its own confidential\ndocuments) to safeguard the confidentiality of the Provider’s Confidential Information (as defined in section 7 below); provided, however, that:\n(i) the Recipient will be permitted to furnish and otherwise disclose the Provider’s Confidential Information to those of its Representatives who\nneed to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible transaction between the\nParties and who are advised or otherwise made aware that such Confidential Information is confidential; and (ii) the Recipient and its\nRepresentatives will be permitted to furnish and otherwise disclose the Provider’s Confidential Information to the extent that the Recipient or\nany of its Representatives determines in good faith that disclosure thereof is required by any law, rule, regulation, judicial order, administrative\norder, subpoena, interrogatory, discovery request, investigative demand or other legal requirement or legal process. If the Recipient or any of\nits Representatives determines in good faith that disclosure of any of Provider’s Confidential Information is required by any law, rule,\nregulation, judicial order, administrative order, subpoena, interrogatory, discovery request, investigative demand or other legal requirement or\nlegal process, then the Recipient or such Representative will provide prompt notice of such disclosure requirement and provide reasonable\ncooperation to the Provider in any attempt by the Provider to obtain a protective order or other appropriate remedy.\n(b) The Recipient will not, and the Recipient will take reasonable precautions to cause its Representatives not to, make use of any of the\nProvider’s Confidential Information, except for the specific purpose of considering, evaluating and negotiating a possible transaction between\nthe Parties.\n(c) Except to the extent required by any law, rule, regulation, judicial order, administrative order, subpoena, interrogatory, discovery\nrequest, investigative demand or other legal requirement or legal process, neither Party will make or permit any disclosure to any Person (other\nthan to such Party’s Representatives who agree not to permit or make any disclosure to any Person) regarding (i) the existence or terms of this\nAgreement, or the fact that Confidential Information has been made available to the Recipient or any of its Representatives, or (ii) the fact that\ndiscussions or negotiations are or may be taking place with respect to a possible transaction involving the Parties (whether the Parties are\nidentified by na
2464daf5ceb9add8636d6fcb3c803d29.pdf	effective_date jurisdiction party term	EX-10 .3 4 ex10-3 .htm\nNONDISCLOSURE AGREEMENT\nTHIS NONDISCLOSURE AGREEMENT (this “NDA”) is made as of December 9th, 2014 (the “Effective Date”) by and between DigiPath,\nInc., located at 6450 Cameron Street, Suite 113, Las Vegas, Nevada 89118 (“Discloser”), and W-Net, Inc. (“Recipient”).\n1. Scope of NDA. This NDA governs all disclosures of Confidential Information by Discloser in the course of exploring one or more strategic\nbusiness transactions or relationships with Recipient (“Strategic Discussions”).\n2. Definitions. “Confidential Information” means any of Discloser ’s (or its Affiliates’) information, including, without limitation, science,\nformulas, patterns, compilations, programs, software, devices, designs, drawings, methods, techniques and processes, financial information\nand data, business plans, business strategies, marketing plans, customer lists, price lists, cost information, information about employees,\ndescriptions of inventions, process descriptions, descriptions of technical know-how, information and descriptions of new products and new\nproduct development, scientific and technical specifications and documentation, and pending or abandoned patent applications of a party,\nnow known or in possession of, or hereafter learned or acquired, that derives economic value, actual or potential, from not being generally\nknown to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use.\nAll Confidential Information disclosed in tangible form must be marked as “confidential” or “proprietary” or with words of similar import,\nand all Confidential Information disclosed orally must be identified as confidential at the time of disclosure and summarized in writing\nwithin thirty (30) days of disclosure. “Affiliate”, with respect to any Person, means any other Person that, directly or indirectly, is controlled\nby, controls or is under common control with that Person, including, without limitation, any officer, director, manager, general partner,\ncontrolling stockholder or managing member of any Person. “Control”, with respect to any Person, means the power, directly or indirectly,\nto direct the management and policies of that Person. “Person” shall be broadly interpreted to include, without limitation, any individual,\ncorporation, company, association, partnership, joint venture, trust, estate, governmental agency or other entity of whatsoever kind or nature.\n3. Exceptions. Confidential Information does not include information which: (i) is in the possession of the Recipient at the time of disclosure\nas shown by the Recipient’s files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes\npart of the public knowledge or literature, not as a result of any inaction or action of the Recipient; (iii) is lawfully obtained from a third\nparty without any breach of a confidentiality obligation to the Discloser; (iv) is approved for release by the Discloser in writing; or (v) is\nshown by written record to be developed independently by the Recipient.\n4. Non-use and Nondisclosure. The Recipient agrees not to use the Confidential Information for any purpose except to conduct the Strategic\nDiscussions. Recipient will not disclose any Confidential Information to any third parties except those directors, officers, employees,\nconsultants and agents who have a need to know the Confidential Information in order to carry out the Strategic Discussions. Recipient shall\nensure that all such persons are bound by non-disclosure terms in content substantially similar to this NDA. Recipient will be responsible for\nbreaches of this NDA by any such person. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid\ndisclosure or use of Confidential Information, which measures shall include the highest degree of care the Recipient utilizes to pr
247166e0245431dcf97ee884f1f07e35.pdf	effective_date jurisdiction party	CONFIDENTIALITY AGREEMENT\nCONFIDENTIALITY AGREEMENT (this “Agreement”), dated as of April 20, 2018, by and between Elaine P. Wynn (the\n“Requesting Stockholder”) and Wynn Resorts, Limited, a Nevada corporation (the “Company”).\nWHEREAS, the Requesting Stockholder hereby represents that she is the beneficial owner of 9,539,077 shares of\ncommon stock of the Company, $0.01 par value per share;\nWHEREAS, by letter to the Company dated April 20, 2018, the Requesting Stockholder has made a demand (the\n“Demand”) to inspect and make and/or receive copies or abstracts from certain records of the Company (the “Records”)\npursuant to Nevada Revised Statutes 78.105; and\nWHEREAS, subject to the execution of this Agreement and payment by the Requesting Stockholder for the production of the\nRecords, the Company will make the Records available for inspection by the Requesting Stockholder in response to the Demand and\nany future demands by the Requesting Stockholder, subject to the provisions contained in this Agreement.\nNOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,\nthe parties do hereby agree as follows:\n1. Confidentiality and Purpose. The Company shall make the Records available for inspection by the Requesting\nStockholder in response to the Demand and any future demands by the Requesting Stockholder. The Requesting Stockholder shall\nhold the Records (as defined in the Demand) in strict confidence and shall not, and shall direct her Representatives (as defined below)\nnot to, publish, communicate or otherwise disclose the Records to anyone, either directly or indirectly, other than as permitted by\nSection 3 of this Agreement. The Requesting Stockholder expressly agrees and represents, consistent with her Demand, that the\nRecords shall be utilized solely for the purpose set forth in the Demand (the “Permitted Purpose”).\nThe confidentiality obligations set forth in this Agreement shall not apply to any of the Records that (a) were already\nproperly in the Requesting Stockholder’s or her Representatives’ possession as of the date hereof, provided that such Records were\nnot subject to any legal, contractual or fiduciary obligation of confidentiality owed to the Company or any subsidiary thereof, (b)\nproperly came into the Requesting Stockholder’s or her Representatives’ possession after the date hereof, provided that such\nInformation was not subject to any legal, contractual or fiduciary obligation of confidentiality owed to the Company or any\nsubsidiary thereof, or (c) are, on the date hereof, or subsequently become, publicly available, other than as a result of a breach of this\nAgreement by the Requesting Stockholder or her Representatives.\n2. Confidentiality Designation. The Company hereby designates the Records as confidential on the grounds that the\nCompany in good faith believes that the Records constitute or reveals confidential information that requires the protection provided\nin this Agreement.\n-2 2-\n3. Permitted Disclosure. The Requesting Stockholder shall be permitted to disclose the Records only on a need-to-know\nbasis for the Permitted Purpose (a) to the employees, officers, attorneys, consultants, agents or other representatives of the Requesting\nStockholder or any of her affiliates or associates (collectively, “Representatives”) or (b) as required by law, regulation or legal\nprocess, including as required by the Securities and Exchange Commission or any applicable stock exchange; provided, however, that\nthe Requesting Stockholder shall, to the extent legally permissible, (i) provide reasonable notice to the Company of any such\nrequirement, so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this\nAgreement; (ii) furnish only such Records as are legally required to be disclosed and (iii) exercise reasonable efforts to obtain\nassurance that confidential treatment will be a
262cbec0e0e10baf6ebff39ee57e457c.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 11 d210854dex99d3.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)\nEXECUTION VERSION\nJune 23, 2015\nCONFIDENTIAL\nYou have advised the Company’s agent, Raymond James & Associates, Inc. (acting solely in its capacity as representative of the Company,\n“Raymond James”), that Providence Equity Partners L.L.C . (referred to as “you” or “your” as appropriate) is interested in exploring a possible\nnegotiated transaction with a company known to each of us under the code name “Winchester” (the “Company”) (such possible transaction, the\n“Transaction”). In that connection, you have requested certain non-public oral and written information concerning the Company from officers,\ndirectors, employees or agents of the Company and Raymond James, the Company’s financial advisor on this matter. All such information\nfurnished to you and your Representatives (as defined below) either on or after the date of this agreement, together with those portions of all\nnotes, analyses, opinions, compilations, studies, interpretations, summaries, extracts or other documents or records prepared by you or your\nRepresentatives which contain or otherwise reflect from such information, are collectively referred to herein as the “Evaluation Material.”\nYou hereby agree as follows:\n1. You and your directors and officers (or their corporate equivalents), employees, affiliates (such term as used in this agreement in relation to\nyou shall only mean those of your affiliates that have received Evaluation Material), agents, financial and other advisors (including, for the\navoidance of doubt, counsel and accountants of the same), counsel, accountants, Permitted Financing Sources (as defined below)\n(including, for the avoidance of doubt, any representatives of the same) (collectively, the “Representatives”) shall use the Evaluation\nMaterial solely for the purpose of evaluating, negotiating and implementing the Transaction and shall keep the Evaluation Material\nconfidential, except that you and your Representatives may disclose the Evaluation Material or portions thereof to those of your\nRepresentatives who need to know such information for the purpose of evaluating, negotiating and implementing the Transaction. You shall\ninform your Representatives of the existence and terms of this agreement and direct them to comply with all obligations in this agreement\nthat apply to your Representatives or with which this agreement states you shall direct your representatives to comply. You shall be\nresponsible for any breach of the provisions of this agreement expressly applicable to your Representatives by your Representatives;\nprovided, that you shall not be responsible for a breach by any Representative that has executed a separate confidentiality agreement with\nthe Company. If you or any of your Representatives is required (by deposition, interrogatory, request for documents, subpoena, civil\ninvestigative demand or similar process) to disclose any of the Evaluation Material or any Transaction Information, you or your\nRepresentative, as the case may be, shall (other than in the case of a routine inquiry by a regulatory authority, self-regulatory authority,\nstock exchange or bank examiner not directly targeting the Company or the Transaction) provide the Company with written notice of such\nrequirement as soon as practicable after learning of it and shall furnish only that portion of the Evaluation Material or Transaction\nInformation which you or your Representatives, as the case may be, is advised by counsel is legally required. You shall cooperate (at the\nexpense of the Company) in efforts to obtain a protective order and otherwise exercise commercially reasonable efforts to assure\nconfidential treatment will be accorded such Evaluation Material. As used herein, “Permitted Financing Sources” means any of your\npotential sources of debt or equity financing as shall have been approved in\nCONFIDENTIAL\nProvidence Equity\nJune 
2632c4c1238356489cab88d58e1a5fb0.pdf	effective_date jurisdiction party term	EX-10.18 17 dex1018.htm NON-COMPETITION/NON-SOLICITATION/NON-DISCLOSURE - JOHN HIGGINS\nExhibit 10.18\nLOGO\nNON-COMPETITION/NON-SOLICITATION/NON-DISCLOSURE AGREEMENT\nThis Agreement is made this 5 day of May, 2006 by and between InfrastruX Group (hereinafter the “Company”, a term which includes the\nCompany’s successors and assigns) and JOHN RANDELL HIGGINS (hereinafter “Employee”) as a condition of, and in consideration of,\nEmployees’s employment or continued employment by the Company. By the mutual promises and covenants made herein, the undersigned parties\nagree as follows:\n1. Provision of Benefits to Employee. Employee acknowledges that in the course of employment, Employee (a) will receive monetary\ncompensation; (b) may receive opportunities for advancement or reassignment that the Company may, from time to time, offer (c) will\nobtain valuable, continuing training; (d) may be introduced to the Company’s customers and/or prospective customers; (e) will be\nprovided with support and be permitted to utilize the Company’s goodwill and reputation in the performance of his or her duties; (f) will\nobtain and have access to the Company’s confidential, proprietary, customer, or trade secret information, including, but not limited to,\nnon-public information regarding the Company’s silicone fluid injection process; and (g) will have the use and enjoyment of the\nCompany’s materials, equipment, facilities and overall research and business endeavors in connection with the performance of his or her\nduties.\n2. No Outside Employment. Employee agrees to give the Company the exclusive benefit of Employee’s best skill and effort for the term\nof Employee’s employment with the Company. Employee agrees that for the term of Employee’s employment with the Company,\nEmployee will work exclusively for the Company and not hold employment outside of the Company except with the written\nauthorization of the Company’s President. In connection with this provision, Employee agrees not to sell outside products or services to\nthe Company’s employees or customers during the term of Employee’s employment with the Company.\n3. Non-Competition Covenant. Employee will not, during the term of Employee’s employment with the Company and for a period of one\n(1) year thereafter, in any manner, directly or indirectly, engage in, or have any equity or profit interests in, or render services of any\nexecutive, marketing, administrative, operations, supervisory, or consulting nature, whether with or without remuneration, to any\nbusiness or activity involved in the electric, gas, large bore directional drilling, environmental services, petrochemical\ntelecommunication, cable restoration/cable life extension, and/or cable replacement industry, if such business or activity is in competition\nor is preparing to be in completion with any business, research or endeavor of the Company. The scope of competitive activities\nprohibited by this Agreement shall be limited to those activities of the type conducted, authorized, offered, or provided by Employee to\nthe Company customers with whom the Employee had contact with during the course of Employee’s employment with the Company\nduring the twelve-month period prior to the date of termination of Employee’s employment with the Company, and involving products\nand/or technology similar to those handled, created, sold or distributed by the Company, and/or services of any executive, marketing,\nadministrative, operations, supervisory, or consulting nature similar to those provided by the Company during the twelve-month period\nprior to the date of termination of Employee’s employment with the Company.\n4. Inventions and Discoveries. Employee will promptly disclose in writing to the Company all ideas, inventions or discoveries related in\nany manner to the Company’s business and conceived by Employee or developed, in whole or in part, by Employee during working\nhours or on the property of the 
2676f4f5023b16823188032a01a73002.pdf	effective_date jurisdiction party term	EX-99.(E)(8) 2 dex99e8.htm CONFIDENTIALITY AGREEMENT\nExhibit (e)(8)\nMAXWELL SHOE COMPANY INC.\n101 SPRAGUE STREET, P.O. BOX 37\nREADVILLE (BOSTON), MA 02137-0037\nJune 8, 2004\nJones Apparel Group, Inc.\n250 Rittenhouse Circle\nBristol, Pennsylvania 19007\nAttention: Peter Boneparth\nMUTUAL CONFIDENTIALITY AGREEMENT\nLadies and Gentlemen:\nThis confidentiality agreement (this “Agreement”) is entered into as of the date set forth above between Maxwell Shoe Company Inc., a Delaware\ncorporation (the “Maxwell”), and Jones Apparel Group, Inc. (“Jones”), a Pennsylvania corporation.\nIn connection with the consideration by each party hereto of a possible negotiated transaction, including, without limitation, a possible business\ncombination or other business transaction (a “Transaction”), with the other party hereto and/or its subsidiaries, affiliates or divisions (references\nherein to each “party” shall include subsidiaries, affiliates and divisions of such party), each party is prepared to make available to the other party\ncertain information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished\nto the other party and the other party’s directors, officers, employees, agents, representatives or advisors (including, without limitation, attorneys,\naccountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any information concerning the\nother party (whether prepared by the other party, its advisors or otherwise and irrespective of the form of communication) which is or has been\nfurnished to the party or its Representatives by the other party or by the other party’s Representatives (herein collectively referred to as the\n“Evaluation Material”) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions hereinafter set\nforth.\nAccordingly, each party hereby agrees that:\n1. The term “Evaluation Material” shall include, without limitation, all financial, business, operating and other data, reports, interpretations,\nforecasts and records provided by each party or its Representatives concerning such party and all notes, analyses, compilations, studies,\ninterpretations and other documents prepared by the other party or its Representatives that contain, reflect or are based upon, in whole or in\npart, such information. The term “Evaluation Material” shall not include information that (i) is or becomes publicly known other than as a\nresult of a disclosure by the receiving party or its\nRepresentatives in breach of this Agreement, (ii) was in the receiving party’s possession prior to its being furnished to the receiving party by\nthe disclosing party or any of its Representatives, (iii) became available to the receiving party on a non-confidential basis from a source other\nthan the disclosing party or any of its Representatives, or (iv) consists of information furnished or obtained pursuant to and in accordance with\nthe license agreement, dated as of July 9, 1999 (as amended to date), between ANNE KLEIN, a division of Kasper, A.S .L ., Ltd., and Maxwell\nand to which Jones Investment Co. Inc. is currently a party (it being understood that such information shall be subject to the provisions of such\nlicense agreement), provided that in the case of (ii) and (iii) above, the source of the information is not, to the knowledge of the receiving\nparty, bound by a confidentiality agreement with, or any other contractual, legal or fiduciary obligation of confidentiality to, the disclosing\nparty or any other person with respect to the information.\n2. The Evaluation Material shall be kept confidential by each party and its Representatives and shall be used by each party and its\nRepresentatives solely for the purpose of evaluating a Transaction. Except as provided in, and in compliance with, paragraph 4 below, each\nparty and i
269af0222420f4f34e96ef9968b5027f.pdf	effective_date jurisdiction party term	EX-10.16 10 dex1016.htm CONFIDENTIALITY AND BUSINESS PROTECTION AGREEMENT\nExhibit 10.16\nConfidentiality and Business Protection Agreement\nThis Confidentiality and Business Protection Agreement (“Agreement”) is hereby entered into by and between Michael A. Lynch\n(“Executive”) and Cardinal Health, Inc., an Ohio Corporation (the “Company”) effective as of September 29, 2008. It is hereby agreed as follows:\n1. Consideration and Acknowledgements. The parties acknowledge that the provisions and covenants contained in this Agreement are ancillary\nand material to, and in consideration of, the employment letter agreement effective as of September 29, 2008 between the parties and that the\nlimitations contained herein are reasonable in geographic and temporal scope and do not impose a greater restriction or restraint than is necessary to\nprotect the goodwill and other legitimate business interests of the Company. The parties also acknowledge and agree that the provisions of this\nAgreement do not adversely affect the Executive’s ability to earn a living in any capacity that does not violate the covenants contained herein. The\nparties further acknowledge and agree that the provisions of Section 9 (a) below are accurate and necessary because (i) this Agreement Is entered\ninto in the State of Ohio, (ii) Ohio has a substantial relationship to the parties and to this transaction, (iii) Ohio is the headquarters state of the\nCompany, which has operations worldwide and has a compelling interest in having its employees treated uniformly, (iv) the use of Ohio law\nprovides certainty to the parties in any covenant litigation in the United States, and (v) enforcement of the provisions of this Agreement would not\nviolate any fundamental public policy of Ohio or any other jurisdiction.\n2. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company and all of its subsidiaries,\npartnerships, joint ventures, limited liability companies, and other affiliates (collectively, the “Cardinal Group”), all secret or confidential\ninformation, knowledge or data relating to the Cardinal Group and its businesses (including, without limitation, any proprietary and not publicly\navailable information concerning any processes, methods, trade secrets, research secret data, costs, names of users or purchasers of their respective\nproducts or services, business methods, operating procedures or programs or methods of promotion and sale) that the Executive has obtained or\nobtains during the Executive’s employment by the Cardinal Group and that is not public knowledge (other than as a result of the Executive’s\nviolation of this Agreement) (“Confidential Information”). For the purposes of this Agreement, information shall not be deemed to be publicly\navailable merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The\nExecutive shall not communicate, divulge or disseminate Confidential information at any time during or after the Executive’s employment with the\nCardinal Group, except with prior written consent of the applicable Cardinal Group company, or as otherwise required by law or legal process. All\nrecords, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact\nwith during the course of the\nExecutive’s employment shall remain the sole property of the Company and/or the Cardinal Group, as applicable, and shall be turned over to the\napplicable Cardinal Group company upon termination of the Executive’s employment.\n3. Non-Recruitment of Cardinal Group Employees, etc. Executive shall not, at any time during the Restricted Period (as defined in this\nAgreement), without the prior written consent of the Company, engage in the following conduct (a “Solicitation”): (I) directly or indirectly contact,\nsolicit, recruit or employ (whethe
27399d0f17deeb8124b3ad8f3e4bb723.pdf	jurisdiction party term	Exhibit 10.2\nNon–Competition, Non–Solicitation, and Confidentiality Agreement\nThis Non–Competition, Non–Solicitation, and Confidentiality Agreement, dated as of\n, 2019 (this “Agreement”), is made by\nand among Glacier Bancorp, Inc. (“GBCI”), Glacier Bank, a wholly owned subsidiary of GBCI (“Glacier Bank”), Heritage Bancorp\n(“HB”), Heritage Bank of Nevada, a wholly owned subsidiary of HB (“Heritage Bank”), and the undersigned, each of whom is a\ndirector of HB and Heritage Bank (each, a “Director”).\nRecitals\nA. HB and Heritage Bank have entered into a Plan and Agreement of Merger, dated April 3, 2019 (the “Merger Agreement”), with\nGBCI and Glacier Bank. Under the terms of the Merger Agreement, HB will merge with and into GBCI, Heritage Bank will\nmerge with and into Glacier Bank (collectively, the “Merger”), and the former branches of Heritage Bank will operate as a\ndivision of Glacier Bank (the “Division”).\nB. The parties to this Agreement believe that the future success of GBCI, Glacier Bank, and the Division following the Merger\nrequires that no Director be affiliated in any substantial way with a Competing Business for a reasonable period of time after\nclosing of the Merger or, if applicable, termination of such Director’s service as a post-Merger member of the Division’s\nadvisory board (the “Advisory Board”).\nAgreement\nIn consideration of the parties’ performance under the Merger Agreement, each Director agrees as follows:\n1. Definitions. Capitalized terms not defined in this Agreement have the meaning assigned to those terms in the Merger\nAgreement. The following definitions also apply to this Agreement:\na. A “Competing Business” means any depository, financial institution, wealth management company, or trust company, or\nholding company thereof (including without limitation any start-up bank or bank in formation), operating anywhere within\nthe Covered Area.\nb. The “Covered Area” means Carson City, Nevada; Douglas County, Nevada; and Washoe County, Nevada.\nc. The “Term” means, with respect to each Director, the period of time beginning on the Effective Date and ending on the\nlater to occur of (i) two years after the Effective Date or (ii) if applicable, one year following the termination of any service\nby such Director as a post-Merger member of the Advisory Board.\n-1-\n2. Incorporation of Restrictive Covenants. Except as provided in Section 5 or 6 of this Agreement, each Director agrees to\ncomply with the restrictive covenants set forth in Section 3.a. and Section 3.b . of that certain Change in Control Agreement (each\na “Change in Control Agreement”) entered into by and among such Director, HB, and Heritage Bank for the period of time\nbeginning on the Effective Date and ending on the later to occur of (a) the expiration of the restrictive period with respect to such\nrestrictive covenants as set forth in Section 3.d . of such Director’s Change in Control Agreement or (b) if applicable, one year\nfollowing the termination of any service by such Director as a post-Merger member of the Advisory Board. Each Director also\nagrees that the restrictive covenants set forth in Section 3.a. and Section 3.b . of the Change in Control Agreement are hereby\namended to apply within the Covered Area. A copy of each such Change in Control Agreement will be retained by GBCI.\n3. Non-Solicitation. In addition, during the Term, each Director agrees not to, directly or indirectly, either for himself or herself or\nfor any other person, solicit or attempt to solicit: (a) any employees or independent contractors of GBCI or GBCI’s subsidiaries,\ndivisions, or affiliates to participate, as an employee or otherwise, in any manner in a Competing Business; (b) any customers,\nbusiness partners, or joint venturers of GBCI or GBCI’s subsidiaries, divisions, or affiliates to transfer their business to a\nCompeting Business or to reduce such customers’, business partners’ or join
293f59373f6a966b13cd7463b4617a6f.pdf	jurisdiction party	EXHIBIT 10.1\nFULL AND GENERAL MUTUAL RELEASE,\nSETTLEMENT AND CONFIDENTIALITY AGREEMENT\nThis FULL AND GENERAL RELEASE, , Settlement and Confidentiality Agreement (hereinafter this “Agreement”) is entered into between RMS TITANIC, INC .\n(“RMST”) and PREMIER EXHIBITIONS, INC . (“Premier”, and hereinafter collectively with RMST referred to as “the Company”) , and THOMAS ZALLER\n(“Zaller”) , IMAGINE EXHIBITIONS , INC. , a Georgia corporation (“Imagine-Georgia”), IMAGINE EXHIBITIONS , INC. , a Nevada corporation (“Imagine-Nevada”),\nIMAGINE EXHIBITIONS PTE, LTD . (“Imagine PTE”) , and TZ, INC . (collectively, “Imagine”) and KINGSMEN EXHIBITS PTE LTD. and its parent company,\nKINGSMEN CREATIVE, LTD . (collectively “Kingsmen”) and altogether collectively referred to as the “Parties. ”\nWHEREAS, RMST and Premier, are Florida corporations whose principal places of business are in Atlanta, Georgia, and who present museum quality exhibitions\nfeaturing artifacts recovered from the wreck site of the RMS Titanic (“the RMST Exhibition”); and\nWHEREAS, on or about June 13, 2011 the Company entered into an agreement to present the RMST Exhibition in Singapore;\nWHEREAS, Zaller is a former employee of the Company who resides in Atlanta, Georgia, and who is the CEO and sole shareholder for Imagine-Georgia,\nImagine-Nevada, Imagine PTE, and TZ, Inc. (collectively, “Imagine”), which companies are engaged in the entertainment business, and, among other things,\nprovide exhibitions at museums and other public venues, including their own Titanic exhibition (“the Imagine Exhibition”); and\nWHEREAS, Kingsmen are Singapore companies whose business operations include the design, production and construction of interiors, including for exhibitions;\nand,\nWHEREAS, RMST, TZ, Inc. , Imagine PTE, Zaller and Kingsmen were all involved in the staging and presentation of the RMST Exhibition in Singapore in 2011\nand 2012, and during which time RMST alleges that it provided Zaller and Kingsmen certain trade secrets, intellectual property and other confidential and\nproprietary information solely for use in the Singapore exhibition; and\nWHEREAS, following the period when the RMST Exhibition was being presented in Singapore, Imagine-PTE and Kingsmen entered into an agreement for the\npresentation of the Imagine Exhibition in Macau, and presented the Imagine Exhibition in Macau on or about October 22, 2012 through March 31, 2013; and\nWHEREAS, a dispute exists between the parties as to whether Zaller, Imagine and Kingsmen misappropriated and used trade secrets, intellectual property,\nand/or proprietary information of the Company, and improperly copied the trade dress of the RMST Exhibition in the Imagine Exhibition; and\nWHEREAS, Imagine, Zaller and Kingsmen have denied that they have misappropriated or used any trade secrets, intellectual property and/or proprietary\ninformation that the Company claims to own and have continued to market and promote their Imagine Exhibition throughout the world (the “Existing Imagine\nExhibition”); and\nWHEREAS, the Company filed a civil action in the United States District Court for the Northern District of Georgia, Atlanta Division (“the Federal Action”) , against\nZaller and Imagine (Civil Action No. 1:13cv-00625 -WSD) alleging, among other things, breach of contract, fraud and fraudulent inducement, trade dress and\nLanham Act violations, and misappropriation of trade secrets; and\n2\nWHEREAS, Kingsmen instituted a civil action in the High Court of the Republic of Singapore (Suit No.: 365 of 2013) against the Company (“the Singapore\nAction”), alleging that Kingsmen has not infringed or improperly used any of the Company’s trademarks, trade dress, trade secrets or other intellectual property;\nand\nWHEREAS, the Company filed a civil action in the United States District Court for the Middle District of Florida, Jacksonville Division, against Kingsmen (Case\nNo. 3:13-cv-463-J -20-TEM), ( “th
2a6a8d166f62b6920a894a34d853e0c1.pdf	effective_date jurisdiction party term	EX-99.D.3 8 d818960dex99d3.htm EX-99 .D.3\nExhibit (d)(3)\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (“Agreement”) dated April 15, 2014 (the “Effective Date”), between World Energy Solutions, Inc., a\nDelaware corporation (“World Energy”) with offices at 100 Front Street, Worcester, Massachusetts 01608 and EnerNOC, Inc., a Delaware\ncorporation located at One Marina Park Drive, Boston, Massachusetts 02210 (“ENOC”).\n1. Background. World Energy and ENOC (the “parties”) intend to engage in discussions and negotiations concerning a possible transaction\nor business relationship between them. In the course of such discussions and negotiations and in the course of any such transaction or business\nrelationship, it is anticipated that each party will disclose or deliver to the other party and to the other party’s directors, officers, employees,\nagents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and members of advisory\nboards) (collectively, “Representatives”) certain of its trade secrets or confidential or proprietary information for the purposes of enabling the\nother party to evaluate the feasibility of such transaction or business relationship and to perform its obligations and exercise its rights under any\nsuch transaction or business relationship that is agreed to between the parties (the “Purposes”). The parties have entered into this Agreement in\norder to assure the confidentiality of such trade secrets and confidential or proprietary information in accordance with the terms of this\nAgreement. As used in this Agreement, the party disclosing Proprietary Information (as defined below) is referred to as the “Disclosing Party”;\nthe party receiving such Proprietary Information is referred to as the “Recipient”.\n2. Proprietary Information. As used in this Agreement, the term “Proprietary Information” shall mean all trade secrets or confidential or\nproprietary information designated as such in writing by the Disclosing Party, whether by letter or by the use of an appropriate proprietary stamp\nor legend, prior to or at the time any such trade secret or confidential or proprietary information is disclosed by the Disclosing Party to the\nRecipient. Notwithstanding the foregoing, information which is orally or visually disclosed to the Recipient by the Disclosing Party, or is\ndisclosed in writing without an appropriate letter, proprietary stamp or legend, shall constitute Proprietary Information if it would be apparent to\na reasonable person, familiar with the Disclosing Party’s business and the industry in which it operates, that such information is of a confidential\nor proprietary nature the maintenance of which is important to the Disclosing Party. In addition, the term “Proprietary Information” shall be\ndeemed to include: (a) any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its\nRepresentatives which contain, reflect or are based upon, in whole or in part, any Proprietary Information furnished to the Recipient or its\nRepresentatives pursuant hereto; and (b) the existence or status of, and any information concerning, the discussions between the parties\nconcerning the possible transaction or business relationship.\n3. Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the\nDisclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent\nof the Disclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the\nDisclosing Party; provided. however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its\nprior written consent; and (ii) any of the Proprietary Information m
2ab67f26bc51d57492e3f27b244fae3e.pdf	effective_date jurisdiction party term	EX-10.21 2 d881010dex1021.htm EX-10.21\nExhibit 10.21\nCONFIDENTIAL RETIREMENT AGREEMENT AND GENERAL RELEASE\nThis Confidential Retirement Agreement and General Release (“Agreement”), entered into by and between Charles H. Turner (“you” or the\n“Employee”), Pier 1 Services Company (“Company”) and Pier 1 Imports, Inc. (“Parent”) (collectively, the “Parties”) as of the Effective Date (as\ndefined below), arises from your retirement and the associated termination of your employment relationship with the Company. Company,\nParent, their subsidiaries and affiliates are together sometimes referred to herein as “Pier 1.”\nThis Agreement is legally-binding. You are hereby advised to consult with an attorney before signing it.\nYou acknowledge that your retirement from the Company and the associated termination of your employment is effective February 10,\n2015 (the “Effective Date”). The Company has offered you the payments and other benefits described in Section 1 below in conjunction with\nyour retirement. You agree that you are not entitled to any payment provided for in this Agreement unless you execute this Agreement by signing\nthe signature line at the conclusion of this Agreement, and do not revoke it during the revocation period described below. You acknowledge that\nas of the Effective Date you have resigned from all positions as an officer, director or trustee of Pier 1 and with respect to any employee benefit\nplan or other arrangement or accommodation of Pier 1 as to which you have been designated as an officer, director, agent, trustee or other\ncapacity.\n1. Retirement Benefits. In consideration for the promises, covenants and releases contained in this Agreement you will receive a lump-\nsum payment from Company in the amount of $1,083,293.00, subject to applicable taxes and related withholdings. This payment shall be paid\nwithin six business days following the expiration of the Revocation Period, defined herein, provided you have executed and delivered this\nAgreement to the Company in the manner set forth herein without revoking the Agreement. In the event that you revoke this Agreement, you will\nbe ineligible for any payment provided for herein. You acknowledge that this payment is in addition to any monies or benefits to which you are\nalready otherwise entitled under the plans and arrangements described on Annex A to this Agreement (the “Other Retirement Benefits”) and that\nthe payment represents good and sufficient consideration for your promises, covenants and releases set forth in this Agreement.\n2. General Release. In consideration for the payment described in Section 1 above, to which you are otherwise not entitled, you – on\nbehalf of yourself, your family, assigns, representatives, agents, estate, heirs, beneficiaries, executors, administrators, successors, and/or\nattorneys, if any — waive and release Company, Parent, their affiliates and subsidiaries, and all of their current and former respective officers,\ndirectors, employees, stockholders, representatives and agents, including their successors and assigns (collectively the “Releasees”), with respect\nto any and all claims, losses, liabilities, obligations and causes of action, known and unknown, arising out of, connected with, or relating to:\n(i) your employment; (ii) the Releasees’ refusal or failure to continue your employment; or (iii) the termination of your employment, including,\nbut not limited to, claims for compensation, commissions, bonuses, stock options, other wages and benefits, breach of contract, wrongful\ntermination, impairment of economic opportunity, intentional infliction of emotional distress, claims based on personal injury, work-related\naccident, any breach of implied or express covenant of good faith and fair dealing, violation of public policy, or any other contract, tort or\npersonal injury claim, or claim based on any municipal, state or federal statute, regulation or ordinance relating to em
2accf8fc15a4dbb428cf704ce263bf8e.pdf	effective_date jurisdiction party term	EX-10.43 5 d269066dex1043.htm 2012 CONFIDENTIALITY, NON-SOLICITATION AND PROPRIETARY\nINFORMATION AGREEMENT\nExhibit 10.43\nConfidentiality, Non-Solicitation and Proprietary Information Agreement\n(Senior Managing Director)\nThis Confidentiality, Non-Solicitation and Proprietary Information Agreement (the “Agreement”), is made as of the day of\n,\n2012, between Evercore Partners Services East L.L .C. (the “Company”), and the employee signatory hereto (the “Employee”).\nRECITALS:\nWHEREAS, Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates\n(collectively, “Evercore”);\nWHEREAS, Employee acknowledges that he/she will be provided with access to sensitive, proprietary and confidential information of\nEvercore and will be provided with the opportunity to develop relationships with clients, prospective clients, employees and other agents of\nEvercore, which, in each case, Employee acknowledges and agrees constitute valuable assets of Evercore; and\nWHEREAS, Employee agrees to be subject to the restrictive covenants as set forth in this Agreement.\nNOW THEREFORE, for good and valuable consideration the parties agree as follows:\n1. Confidentiality.\n(a) Employee will not at any time (whether during or after Employee’s employment with Evercore), other than in the ordinary course of\nperforming services for Evercore, (x) retain or use for the benefit, purposes or account of Employee or any other person, firm, partnership, joint\nventure, association, corporation or other business organization, entity or enterprise whatsoever (“Person”); or (y) disclose, divulge, reveal,\ncommunicate, share, transfer or provide access to any Person outside Evercore (other than its professional advisers who are bound by confidentiality\nobligations), any non-public, proprietary or confidential information obtained by Employee in connection with the commencement of Employee’s\nemployment with Evercore or at any time thereafter during the course of Employee’s employment with Evercore—including without limitation trade\nsecrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual\nproperty, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors,\npersonnel, compensation (excluding Employees’ own compensation), recruiting, training, advertising, sales, marketing, promotions, government and\nregulatory activities and approvals—concerning the past, current or future business activities and operations of Evercore and/or any third party that\nhas disclosed or provided any of the same to Evercore on a confidential basis (provided that with respect to such third party, Employee knows or\nreasonably should have known that the third party provided it to Evercore on a confidential basis) (“Confidential Information”) without the prior\nwritten authorization of the Chief Executive Officer of Evercore Partners Inc.; provided, however, that in any event Employee shall be permitted to\ndisclose any Confidential Information reasonably necessary (i) to perform Employee’s duties while employed with Evercore or (ii) in connection\nwith any litigation or arbitration involving this or any other agreement entered into between Employee and Evercore before, on or after the date of\nthis Agreement in connection with any action or proceeding in respect thereof.\n(b) “Confidential Information” shall not include any information that is (x) generally known to the industry or the public other than as a result\nof Employee’s breach of this covenant or any breach of other confidentiality obligations by third parties to the extent the Employee knows or\nreasonably should have known of such breach by such third parties; (y) made available to Employee by a third party (unless Employee knows or\nreasonably should have known that such thir
2b6c4aec04d54e5209ce1a38d854f9a5.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 14 d377383dex99d3.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)\nCONFIDENTIAL\nApril 11, 2012\nOne Equity Partners IV, L.P.\n320 Park Avenue, 18 Floor\nNew York, NY 10022\nAttention:\nGregory A. Belinfanti\nLadies and Gentlemen:\nOne Equity Partners IV, L.P. (“you” or “your”) has requested certain non-public, proprietary information from MModal Inc. (formerly known\nas MedQuist Holdings, Inc.) (together with its wholly-owned subsidiaries, the “Company”) in connection with your consideration of a possible\nnegotiated transaction between you and the Company (a “Transaction”). While this letter agreement (this “Agreement”) does not require the\nCompany to furnish such information, or you to receive it, this Agreement shall govern such information as may be provided or otherwise made\navailable by the Company.\n1. Confidentiality.\n(a) You agree to keep all Evaluation Material (as defined below) confidential and to use the Evaluation Material only for the purpose of\nevaluating or consummating a possible Transaction; provided, however, that (i) Evaluation Material may be disclosed to those of your officers,\ndirectors, employees, accountants, counsel, investment bankers, consultants, financial advisors, agents, individuals at affiliates who receive\nEvaluation Material from you and, solely with the prior written consent of the Company (which may be withheld at the Company’s sole discretion),\ndebt financing sources disclosed to the Company (such persons referred to in this clause (i) who receive Evaluation Material in their capacity as such\nbeing generally referred to herein as “Representatives”), in each case who need to know such information for the purpose of assisting you in your\nevaluation or consummation of a Transaction so long as you use commercially reasonable efforts to cause your Representatives to treat the\nEvaluation Material in a confidential manner and in accordance with the terms hereof, (ii) any disclosure of the Evaluation Material may be made to\nwhich the Company consents in writing and (iii) any disclosure of the Evaluation Material may be made to the extent expressly permitted by\nSection 1(d). You will be responsible for any breach of the terms of this Agreement by any of your Representatives other than any of your\nRepresentatives who enter into a separate confidentiality agreement with the Company on or after the date hereof. For purposes of this Agreement,\n“Evaluation Material” means non-public information regarding the Company or third parties that the Company or its Representatives furnish or\notherwise make available to you or your Representatives, whether on or after the date of this Agreement, and whether oral, written or electronic,\ntogether with any reports, analyses, compilations, forecasts, memoranda, notes, studies, interpretations and any other oral, written or electronic\nmaterials prepared by or for you or your Representatives to the extent that they contain, reflect or are based upon, in whole or in\nth\npart, such information. Notwithstanding the foregoing, the term “Evaluation Material” does not include information that (A) was or becomes\navailable to you or your Representatives from a source other than the Company or its Representatives provided such other source is not known by\nyou or your Representatives to be bound by a confidentiality obligation to the Company or (B) was or becomes generally available to the public\n(other than as a result of a violation by you or your Representatives of this Agreement) or (C) was independently developed or created by you or\nyour Representatives without use of or reference to any Evaluation Material provided by the Company or violation of your obligations hereunder.\nNotwithstanding anything to the contrary in this Agreement, none of the provisions of this Agreement shall apply to any of your affiliates who do\nnot receive Evaluation Material; provided, that should Evaluation Material be made available by you or any
2b72f7fc2e04f6f08a77d4162e3be3eb.pdf	effective_date jurisdiction party term	EX-99.D.5 9 y31044exv99wdw5.htm EX-99.D.5: NON-DISCLOSURE AND CONFIDENTIALLY AGREEMENT\nExhibit (d)(5)\nNON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (hereinafter the “Agreement”) is made and entered into as of the 16th day of July,\n2002 (hereinafter “Effective Date”), by and between Shire US Inc. (hereinafter “SHIRE”), and New River Pharmaceuticals Inc. (formerly, Lotus\nBiochemical Corporation), a Virginia corporation with offices located at The Governor Tyler, 1902 Downey Street, Radford, Virginia 24141\n(hereinafter “NEW RIVER”) (each individually hereinafter referred to as a “Party” and collectively referred to as “Parties”).\nRecitals\nWHEREAS the Parties intend to engage in discussions and evaluations concerning one or more potential arrangements by which SHIRE and\nNEW RIVER may enter into a business relationship or may enter into one or more business transactions (hereinafter collectively referred to as\nthe “Business Purpose”); and\nWHEREAS the Parties recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either or\nboth Parties to disclose Confidential Information (as defined below) both orally and/or in writing; and\nWHEREAS the Parties intend that any Confidential Information disclosed by either Party shall be used by the other Party only to further the\nBusiness Purpose and that any Confidential Information disclosed shall be protected from further disclosure to unauthorized parties by the terms\nof this Agreement.\nNOW, THEREFORE, in consideration of the discussions and the sharing of information between the Parties, and the premises, conditions,\ncovenants and warranties herein contained, the Parties agree as follows:\n1. Definitions. For purposes of this Agreement, the terms below shall have the following meanings:\n(a) “Confidential Information” shall mean:\n(i) with respect to NEW RIVER, information as defined generally in section l(a)(ii) following, as well as information, in any format,\nwhether written, oral, visual, electronic, or otherwise, and whether commercial, technical, non-technical, or regulatory in nature, including,\nwithout limitation, data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports,\npricing information, studies, findings, inventions, ideas, materials, documents, lists, financial information, investments, information concerning\ncurrent or proposed products, services or methods of manufacture, operation and/or business plans, whether or not originated by NEW RIVER,\nwhich relates to NEW RIVER’s proprietary polypeptide and polymer conjugate chemistry and NEW RIVER’s platform technology\nCarrierwaveTM, and processes and analytical techniques associated with these products/technologies and their successors. Where any\nConfidential Information is derived from the synthesis in a unique manner, or into a unique concept, of various elements that may be contained in\nthe public domain, no part of the Confidential Information shall be deemed to be in the public domain or to be in SHIRE’s possession or to be\nthereafter acquired by SHIRE merely because it embraces information in the public domain or general information that SHIRE may thereafter\nacquire.\n(ii) with respect to either Party, information, in any format, whether written, oral, visual, electronic, or otherwise, including, without\nlimitation, data, materials, documents, lists, financial information, investments, information concerning current or proposed products, services or\nmethods of operation and/or business plans, whether or not originated by the Disclosing Party, which is used in Disclosing Party’s business and is\n(a) proprietary to, about, or created by Disclosing Party; (b) gives Disclosing Party some competitive business advantage or the opportunity of\nobtaining such advantage or the disclosure of which could be detrimental to the i
2ce3bbe2d6836d8b023c55883294fa63.pdf	effective_date jurisdiction party term	EX-10.29 25 d238359dex1029.htm EX-10.29\nExhibit 10.29\nLOGO\n«First_Name» «Last_Name»\n«Street»\n«City», «State» «Zip»\nRe: Confidentiality Agreement\nDear «First_Name»:\nAs a key employee of the Schneider organization, and as a member of the Enterprise Leadership Circle, you have and will have access to\ncertain “Confidential Information” and “Trade Secrets,” which are defined below. Such Confidential Information and Trade Secrets have been\ndeveloped and maintained through the investment of considerable time, effort and expense by Schneider and represent significant corporate\nassets of Schneider. Such Confidential Information must be subject to reasonable safeguards and protections such as protections against its\nunauthorized or improper use or disclosure. This letter represents an important aspect of protection of Confidential Information as set forth in this\nConfidentiality Agreement (“Agreement”).\nIt is the intent of the parties that this letter, in its entirety (including its introductory and closing paragraphs), upon being signed by you,\nconstitute a legally binding contract. Simply to assist the reader, certain of the paragraphs are numbered and titled. For ease of reference,\n“Schneider” or the pronouns “we” or “us” as used throughout this Agreement refer to Schneider National, Inc. and its subsidiaries and affiliates,\nwhile you, as addressee of this letter, are referred to with the pronouns “you” or “your”, as appropriate.\nIn consideration of your continued employment by Schneider, the compensation and benefits incident to your employment with Schneider,\nand, if applicable, Schneider ’s granting to you participation or continued participation in the Schneider National, Inc. 2017 Omnibus Incentive\nPlan, which is hereinafter referred to as the “Incentive Plan,”, you agree as follows:\n1. Confidential Information, Trade Secrets, and Privacy Restricted Information.\na. During Employment. While employed by Schneider, you will (i) hold in trust and confidence all Confidential Information, Trade\nSecrets, and Privacy Restricted Information (collectively, “Protected Information”) that come into your possession; (ii) not disclose,\ndirectly or indirectly, or replicate any Protected Information to any person outside of Schneider, except to third parties in the ordinary\ncourse of your duties who have a legal obligation to maintain the confidentiality of such information (such as Schneider’s auditors\nand attorneys) or as otherwise directed to do so in writing by an Officer of Schneider or its General Counsel; (iii) not disclose,\ndirectly or indirectly, any Protected Information to any Schneider associate, except upon a “need to know” basis to an associate who\nhas also agreed to this or a similar confidentiality agreement; and (iv)\n«First_Name» «Last_Name»\nPage 2\naccess and use Protected Information only in furtherance of your job responsibilities and for Schneider’s benefit and not for your own\npersonal use or advantage. During your employment, you agree to use utmost care to ensure that all Protected Information is\nmaintained in a confidential manner by using appropriate security at all times, including using screen protection on monitors,\nnon-sharing of user names and passwords, securing of hard copies of all Protected Information, and all other measures necessary to\nmaintain the confidentiality of all Protected Information. You agree that it is your responsibility to maintain your workspace in such a\nway as to minimize the risk of observation of Protected Information through you by unauthorized persons. During your employment\nwith Schneider, you agree to refrain from unauthorized duplication, documentation, or reproduction of Protected Information through\nany means. When your employment with Schneider ends, regardless of the reason, you will promptly return all Protected Information\nin your possession or under your control to Schneider, including any co
2f3749e14385bf1eba71c61fdbc6f29f.pdf	effective_date jurisdiction party	Exhibit 10.9\nEMPLOYEE CONFIDENTIALITY AGREEMENT\nThis Employee Confidentiality Agreement ("Agreement") is made as of May 17, 2010 (the "Effective Date") by and between Victoria Industries, Inc., a Nevada\ncorporation (to be named as Motor Sport Country Club Holdings, Inc.) ("Party-1") and Robert A. Newson, an individual ("Party-2"), and\nParty-2 is employed by Party-1 in the following role: (President and Chief Operating Officer) (the "Business Purpose"). In the course of that employment regarding\nthe Business Purpose, Party-1 may disclose to Party-2 certain Confidential Information (as that term is later defined). By virtue of this Agreement, each party\nwishes to protect the confidentiality of such Confidential Information.\nParty-1 and Party-2 therefore agree as follows:\n1. DEFINITIONS.\n(a) "Confidential Information" means private or confidential information, data or materials of Party-1, and all such private or confidential information, data or\nmaterials must be marked as "confidential" or "proprietary" to the disclosing party, however, for oral disclosures of information, data or materials, the disclosing\nparty may describe the disclosure within twenty (20) days thereafter in a written notice provided to Contractor, referencing the time, date, and receiving individuals\nfor the disclosure, at which point such described information, data or materials become Confidential Information of the disclosing party on a going forward basis\nfrom the date of receiving party's receipt of such letter.\n(b) "Government Authority" means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of\nthe United States of America or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality,\nterritory, protectorate or possession. (c) "Law" means all Laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of Law of\nany Government Authority.\n2. EMPLOYMENT.\n(a) No Employment Agreement. Party-2 acknowledges and agrees that employment with Party-1 is on an at-will basis, and either Party-1 or Party-2 may\nterminate the employment relationship at any time, for convenience, for any reason or no reason, and with or without cause. This Agreement is not an\nemployment agreement and is concerned only with this Agreement's subject matter.\n(b) OPPORTUNITY TO CONSULT WITH COUNSEL AND NO CONSTRUCTION AGAINST THE DRAFTER. PARTY -2 ACKNOWLEDGES AND AGREES THAT\nPARTY-2 HAD A FULL AND AMPLE OPPORTUNITY TO CONSULT LEGAL COUNSEL REGARDING THIS AGREEMENT PRIOR TO SIGNING, HAS FREELY\nAND VOLUNTARILY ENTERED INTO THIS AGREEMENT, AND HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION , INCLUDING, BUT NOT\nLIMITED TO, PARTY -2'S RIGHTS, OBLIGATIONS , AND APPLICABLE TERMS AND CONDITIONS . BOTH PARTIES ACKNOWLEDGE AND AGREE THAT\nANY INTERPRETATION OF THIS AGREEMENT MAY NOT BE CONSTRUED AGAINST PARTY-1 BECAUSE IT DRAFTED THIS AGREEMENT.\n1\n3. CONFIDENTIALITY .\n(a) Confidential Information Disclosures. In the performance of this Agreement Party-2 may receive the Confidential Information of Party-1 . Disclosures of\nConfidential Information made by Party-1 (or the "disclosing party") to Party-2 (or the "receiving party"), are pursuant to all terms and conditions of this\nAgreement. All Confidential Information of the disclosing party will remain the exclusive property of the disclosing party. The terms and conditions of this\nAgreement are deemed to be Confidential Information of both parties.\n(b) Exclusions. Confidential Information does not include information, data or materials that, as proved by written records: (i) Public Domain. Are or become a part\nof the public domain through no act or omission on the part of the receiving party and no violation of any obligation of nondisclosure by any third party; or (ii)\nIndependently Developed. Are independently developed by the receiving party without reference to the 
2f9077637a572fb939dfc6e8b08c4ad8.pdf	effective_date jurisdiction party	EX-10 .30 6 tazoteascontract1030.txt DISTRIBUTION AGREEMENT TAZO EXHIBIT B CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT 1.\nPARTIES. This Agreement is between Tazo Tea Company ("TAZO") and MASTER DISTRIBUTORS, INC . dba Atlantic Beverage Company ("COMPANY"), each\nhaving the address set forth below. 2. BACKGROUND AND PURPOSE OF DISCLOSURE . COMPANY and TAZO are evaluating or are engaged in a business\nrelationship (the "Project(s)"), during which TAZO may disclose to COMPANY certain valuable confidential and proprietary information. 3 . DESCRIPTION OF\nCONFIDENTIAL INFORMATION. TAZO's interest in the Project and the fact that the parties are working together on the Project is confidential information.\nUnless such information falls within the exceptions set forth below, any and all information disclosed by TAZO which by its nature is generally considered\nproprietary and confidential, disclosed in any manner and regardless of whether such information is specifically labeled as such, also is considered confidential\ninformation (hereinafter any and all such information shall be collectively referred to as "Confidential Information"). 4. AGREEMENT TO MAINTAIN\nCONFIDENTIALITY. COMPANY agrees to hold any Confidential Information disclosed to it in confidence, to cause its employees, agents or other third parties to\nhold such Confidential Information in confidence, and to use the same standard of care used to protect its own proprietary and confidential information in\nprotecting the Confidential Information. COMPANY shall not disclose Confidential Information to others or use it for purposes other than the Project. 5. LIMITED\nDISCLOSURE. COMPANY agrees to limit disclosure of Confidential Information to those employees or agents necessary for the Project who have agreed to be\nbound by the obligations herein. 6 . EFFECTIVE DATE AND LENGTH OF OBLIGATION . This Agreement is effective as of the last date of execution by both\nparties and may only be terminated by either party upon written notice following the termination of the parties' Distributorship Agreement to which this Agreement\nis attached. COMPANY's obligation of confidentiality and non-use for Confidential Information hereunder shall last for five (5) years from the date of such written\nnotice. 7. SECURITIES LAWS . COMPANY hereby acknowledges that it is aware, and agrees that it will advise all of those persons who are involved in the\nProject that is the subject of this Agreement, that federal and state securities laws prohibit any person who has received material, non-public information\n(information about TAZO, its parent company, Starbucks Corporation ("STARBUCKS") or their businesses that is not generally available to the public) concerning\nTAZO or STARBUCKS, including, without limitation, the matters that are the subject of this Agreement, from purchasing or selling securities of STARBUCKS\nwhile in possession of such non-public information, and from communicating that information to any other person who may purchase or sell securities of\nSTARBUCKS or otherwise violate such laws. COMPANY specifically acknowledges these obligations and agrees to be bound thereto. 8. EXCEPTIONS TO\nCONFIDENTIAL INFORMATION. Confidential Information shall not include any information which (a) was publicly available at the time of disclosure; (b) became\npublicly available after disclosure without breach of this Agreement by the COMPANY; (c) was in COMPANY's possession prior to disclosure, as evidenced by\nCOMPANY's written records, and was not the subject of an earlier confidential relationship with TAZO; (d) was rightfully acquired by COMPANY after disclosure\nby TAZO from a third party who was lawfully in possession of the information and was under no obligation to TAZO to maintain its confidentiality; (e) is\nindependently developed by COMPANY's employees or agents who have not had access to the Confidential Information; or (f) is required to be disclosed by the\nCOMPANY pursuant to judicial order or o
310d8f09b2f467f267982174ec014b20.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 8 d110802dex99d3.htm EX-99.(D)(3)\nExhibit (d)(3)\nCONFIDENTIAL\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), dated as of November 16, 2015, is between II-VI\nIncorporated, a Pennsylvania corporation (“II-VI”), and Anadigics, Inc., a Delaware corporation (“Anadigics”), and is entered into to ensure the\nprotection and preservation of the confidential and/or proprietary nature of information that the Parties (as hereinafter defined) contemplate\ndisclosing to one another in connection with certain transactions or other business arrangements under discussion by the Parties, including, but\nnot limited to, business combination transactions, merger transactions, asset sales, stock purchases, consolidations, strategic alliances, joint\nventures, technology transfers, supply and other commercial arrangements and similar transactions or arrangements involving or between the\nParties (any such transaction or arrangement is herein referred to as the “Transaction”).\nAs used in this Agreement, the Party disclosing Confidential Information (as hereinafter defined) is the “Disclosing Party” and the Party\nreceiving the Confidential Information is the “Receiving Party.” Each of II-VI and Anadigics and their respective subsidiaries and affiliates shall\nbe referred to herein individually as a “Party” and collectively as the “Parties.”\nNOW THEREFORE, in reliance upon and in consideration of the following mutual undertakings and agreements and other good and\nvaluable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, each of the Parties agree as follows:\n1. Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall include the following\ninformation, whether communicated in tangible form, electronically or orally and regardless of whether specifically identified as “proprietary” or\n“confidential”: (i) all business information, plans, tactics or materials of the Parties, including, but not limited to, business plans, practices and\nstrategies, product plans and product roadmaps, employee lists, employee benefit programs, customer lists, market analyses, compilations and\ninformation, pricing policies, financial information or information regarding research and development, engineering, quality assurance,\nregulatory matters, sales and marketing, accounting, legal matters, product resources, supply resources, financing plans, information, plans or\nproposals relating to capital structure, owned or leased assets and liquidity needs, directors, officers, employees, financing sources, customers,\nvendors, strategic partners, stockholders, affiliates, customer contracts or proposals for customer contracts, contracts with vendors or suppliers or\nplans or proposals for strategic alliances or other business relations with third parties; (ii) all trade secrets, technical know-how, formulae,\nmethods, processes, frameworks, ideas, inventions (whether or not patentable), schematics, systems writings, hardware and software designs and\ncode (source and object), product specifications, prototypes, product samples; (iii) all manuals, systems documentation, reports, notes, analyses,\ncompilations,\nstudies, interpretations, correspondence, memoranda or other materials related to any of the items described in clauses (i) and (ii) above; (iv) all\nother written or electronic information which is submitted or disclosed by the Disclosing Party to the Receiving Party hereunder, whether or not\ndesignated by the Disclosing Party as being confidential or proprietary at the time of its first disclosure; and (v) all verbal information which the\nDisclosing Party designates as confidential or proprietary at the time of its first disclosure and thereafter designates as such in a writing delivered\nto the Receiving Party within 30 days after its first disclosure.\n2. Non-Disclosure and Use Restrictions.
318ee863f0384923c019b239c78b1d83.pdf	effective_date jurisdiction party term	EX-99 .257 101 d97931exv99w257.txt PSC DOCUMENT 233 CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT ("Agreement") is made\nand entered into by and between AEP Energy Services, Inc. an Ohio corporation having a principal place of business at 1 Riverside Plaza, Columbus, Ohio\n43215 ("AEPES") and, Perot Systems Corporation having a principal place of business at 12404 Park Central Dr. , Dallas, TX 75251 ("Company"). Company and\nAEP may be hereinafter referred to individually as "Party" and collectively as the "Parties". WITNESSETH: WHEREAS, AEPES and Company are considering a\npossible business relationship (the "Transaction") by which the Parties would explore several business opportunities, including a potential purchase of or\nparticipating ownership interest in the WHEREAS, each of the Parties and their affiliates are in possession of trade secrets, technology, drawing specifications\nand/or other confidential information relating to its businesses and business interests and may find it desirable and necessary to exchange such information\nduring the course of these negotiations. NOW, THEREFORE , In consideration of the mutual covenants contained herein, the Parties agree as follows: 1.\nCONFIDENTIAL INFORMATION. "Confidential Information" is defined to include any information (not included in Section 4 below) that is disclosed by or about\neither party and/or their affiliate(s) (the "Disclosing Party") to the other party and/or their affiliate(s) (the "Receiving Party") in connection with the Transaction,\nsuch as: a. Written information or machine readable data, including notes, reports, assessments, specifications, drawings, financial statements and projections,\nsoftware and databases, customer information, sales and marketing strategies, and any other written information or machine readable data; b. Orally conveyed\ninformation, including but not limited to demonstrations; c. Any hardware, including but not limited to samples, devices and any other physical embodiments\ndelivered to the Receiving Party; and d. Any documents jointly or separately generated by the Parties that reflect, interpret, incorporate, evaluate, or are derived\nfrom the information described above (such documents being hereinafter referred to as "Evaluation Material"). 2 . CONFIDENTIALITY . For a period of two years\nfrom the date hereof, the Receiving Party agrees: a. to keep all Confidential Information confidential and not to copy, distribute, disclose or disseminate the\nConfidential Information in any manner to any person or entity, provided, however, that a limited number of copies of written materials may be made by the\nReceiving Party in order for the Receiving Party to adequately use the Confidential Information within the terms and conditions of this Agreement and that each\ncopy is considered as Confidential Information and as an original in accordance with this Agreement; and b. not to disclose that the Evaluation Material has been\ngenerated, or that either Party and any entity identified in the Confidential Information may be considering a business relationship or have had, are having or\npropose to have any discussions with respect thereto. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those\nemployees, officers, directors, agents, consultants, and advisors (collectively "Representatives") whose access is necessary to conduct the investigations and\nnegotiations contemplated herein and who have been informed of the confidentiality restrictions contained in this Agreement. However, the Receiving Party may\nonly disclose the Confidential Information to non-employee Representatives of the Company whose access is necessary if the non-employee Representatives are\nprovided with a copy of this Confidentiality Agreement and agree to be bound by the terms of this Agreement. Each Party agrees to be responsible for the actions,\nuses and disclosures of any of its Representatives. 3. OWNERSHIP AND USE OF CO
32c80a90ff2ddb11f7241081dcf8d6ba.pdf	effective_date jurisdiction party term	EX-10.34 5 dex1034.htm EMPLOYMENT, CONFIDENTIALITY, SEVERENCE AND NON-COMPETITION\nAGREEMENT\nExhibit 10.34\nEMPLOYMENT, CONFIDENTIALITY, SEVERANCE AND NON-COMPETITION AGREEMENT\nTHIS EMPLOYMENT, CONFIDENTIALITY, SEVERANCE AND NON-COMPETITION AGREEMENT (this “Agreement”) is\nentered into as of January 9, 2009 by and between Thomas T. Riley (the “Executive”) and SAVVIS, INC., a Delaware corporation, and all its\nsubsidiaries (collectively referred to as the “Company”). Capitalized terms used but not defined herein have the respective meanings ascribed to such\nterms in Section 7 of this Agreement.\nWHEREAS, Executive acknowledges that:\n•\nthe Company and its Affiliates are and will be engaged in a number of highly competitive lines of business.\n•\nthe Company and its Affiliates conduct business throughout the United States and in numerous foreign countries;\n•\nthe Company and its Affiliates possess Confidential Information and customer goodwill that provide the Company and its\nAffiliates with a significant competitive advantage; and\n•\nthe Company’s and its Affiliates’ success depends to a substantial extent upon the protection of its Confidential Information\n(which includes trade secrets and customer lists) and customer goodwill by all of their employees;\n•\nExecutive has and will continue to have possession of Confidential Information; and\nWHEREAS, if Executive were to leave the Company, the Company and its Affiliates would in all fairness need certain protections to\nprevent competitors from gaining an unfair competitive advantage over them.\nNOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties agree as follows:\n1. Term of Agreement. This Agreement will remain in effect from the date hereof until the date the Executive’s employment with the Company\nterminates for any reason. The following provisions shall survive termination or expiration of this Agreement for any reason, to the extent applicable\nand in accordance with their terms: Sections 4, 5, 6 and 8. Executive’s employment is “at-will”, and nothing contained herein shall be deemed a\nguarantee of employment with Company for any period of time.\n2. Capacity and Performance.\n(a) During the term hereof, the Executive shall serve the Company in the position to which he or she is appointed from time to time.\nExecutive’s position as of the date of this Agreement is January 26, 2009. During the term hereof, Executive will be employed by the Company on a\nfull-time basis and shall perform the duties and responsibilities of his or her position and such other duties and responsibilities on behalf of the\nCompany and its Affiliates, reasonably related to that position, as may be designated from time to time by the Compensation Committee (the\n“Compensation Committee”) of the Board of Directors of the Company (the “Board”) or other designee.\n(b) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the\nadvancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The\nExecutive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the\nterm of this Agreement, except as may otherwise be expressly approved in advance by the Compensation Committee or other designee in writing.\n3. Compensation and Benefits. As compensation for all services performed by the Executive under and during the term hereof, and subject to\nperformance of the Executive’s duties and the fulfillment of the obligations of the Executive to the Company and its Affiliates, pursuant to this\nAgreement or otherwise:\n(a) Base Salary. During the term hereof, the Company shall pay the Executive a base salary, which as of the date of execution of this\nAgreement is set at the rate of three h
332513ea156ad0fc36f0f84be998933b.pdf	jurisdiction party term	EX-10 3 advancedidsb2am1ex10.txt TRACE AUSTRALA AGREEMENT Appendix B Non-Disclosure Agreement THIS MUTUAL NON-DISCLOSURE\nAGREEMENT (The "Agreement") is made as of ___________, 2 00 3 (the "Effective Date") by and between Distributor, a corporation organized under the laws of\nthe State of Victoria in the Country of Australia, (the "Company"), and Advanced ID Corporation, with principal offices at Calgary, Alberta in the Country of\nCanada (the "Benefactor"). STATEMENT OF PURPOSE. This Agreement is being executed in connection with discussions and other exchanges of information\nthat representatives of the Company and the Participant have had or will have for the purpose of evaluating the possibility of entering into a business relationship\nand/or certain business transactions, for the protection of any and all of the Benefactor's proprietary and/or Confidential Information (as defined) and for such\nother purposes as the parties may collectively agree upon in writing (the "Purpose"). This Agreement is intended to allow both the Company and the Participant to\nhave open discussions while affording protection against disclosure or unauthorized use of their Confidential Information or any and all of the Benefactor's\nproprietary and/or Confidential Information (as defined). CONFIDENTIAL INFORMATION . The Company and the Participant understand and agree that during\nthe term of this Agreement they may be furnished with or otherwise have access to non-public information that the other party or the Benefactor consider to be of\na confidential, proprietary, or trade secret nature, including but not limited to the Benefactor's RFID-related technologies, systems, and processes, as well as\nother financial, business, and technical information, equipment specifications, locations and use, network configurations, marketing, engineering and other plans,\nfinancial statements and projections, customer, vendor and supplier information, research, designs, plans, specifications, drawings, blueprints, tracings, diagrams,\nmodels, samples, flow charts, data, computer programs, source code, software, disks, diskettes, tapes, compilations, methods, techniques, processes,\nprocedures, discoveries, ideas, concepts and know-how of the Benefactor, the Company or the Participant, whether in tangible or intangible form, and whether\nstored or not stored, compiled or memorized physically, electronically, graphically, photographically, or in writing (collectively, the "Confidential Information"). Both\nthe company and the Participant agree to secure and protect the Confidential Information of the Benefactor and the other party in strictest confidence in a manner\nconsistent with the maintenance of the Benefactor's and/or the other party's rights therein, using as great a degree of care, if not more as it uses to maintain the\nconfidentiality of its own confidential information of a similar nature or importance, but in no event using less than diligent care. Neither the Company, nor the\nParticipant shall sell, transfer, publish, disclose, or otherwise use or make available any portion of the Confidential Information of the Benefactor or of the other\nparty to third parties, except to those of its directors, officers, employees, or attorneys who clearly have a need-to-know the same, in furtherance of the specific\npurposes of this Agreement and as expressly authorized in this Agreement. All such disclosures shall be subject to all of the terms and conditions of this\nAgreement, and the party making such disclosure to such directors, officers, employees and/or attorneys shall be fully responsible for ensuring the compliance of\nall such parties with the terms and conditions of this Agreement. No license under any patent, trademark, copyright or any other worldwide intellectual property or\nproprietary rights laws is either granted or implied by the disclosure or provision of any Confidential Information covered hereby, including any and all of the\ninformation covered hereby, including an
335560b5fec7cafc3b9822fb13113fa0.pdf	effective_date jurisdiction party term	EX-10.5 6 dex105.htm CONFIDENTIALITY, NON-SOLICITATION OF ASSOCIATES AND NON-COMPETITION\nAGREEMENT\nExhibit 10.5\nCONFIDENTIALITY, NON-SOLICITATION OF ASSOCIATES AND NON -COMPETITION AGREEMENT\nAs an associate of Ann Taylor, Inc. (the “Company”), you will have access to or may develop trade secrets, intellectual property, and other\nconfidential and proprietary information of the Company. Therefore, in consideration of your 2008 salary increase, your 2008 restricted stock grant,\nyour becoming eligible to participate in the Restricted Cash Feature under the AMIP Plan, the Restructuring Program Bonus and the payments\ndescribed in Paragraph 2 below, benefits that you will not be eligible for if you do not sign this Agreement, and in recognition of the highly\ncompetitive nature of the Company’s business, you agree as follows:\n1. Protection of Confidential Information.\n(a) You acknowledge that your employment by the Company involves your obtaining knowledge of Confidential Information (as defined below)\nregarding the business and affairs of the Company.\n(b) Accordingly, you agree that:\n(i) except in compliance with legal process, you will keep secret all Confidential Information and other confidential matters of the Company\nwhich are not otherwise in the public domain and will not disclose them to anyone outside of the Company, wherever located (other than\nto a person to whom disclosure is reasonably necessary or appropriate in connection with the performance of your duties as an employee\nof the Company), either during or after your employment, except with the prior written consent of the Chief Executive Officer or the\nGeneral Counsel of the Company. In the event that you are required to disclose any Confidential Information or other confidential\nmatters of the Company to comply with legal process, you shall provide reasonable advance notice of such legal process to the General\nCounsel of the Company prior to disclosure of any Confidential Information or confidential matters and will not challenge the\nCompany’s standing or ability to seek an order of protection or otherwise seek to prevent or limit disclosure pursuant to such legal\nprocess consistent with applicable law;\n(ii) you will deliver promptly to the Company on termination of your employment or at any other time the Company may so request, all\nmemoranda, notes, records, customer lists, reports and other documents (whether in paper or electronic form and all copies thereof)\nrelating to the business of the Company and all other Company property which you obtained or developed while employed by, or\notherwise serving or acting on behalf of, the Company and which you may then possess or have under your control, whether directly or\nindirectly; and\n(iii) you will not use Confidential Information for your personal benefit or for the benefit of another person or entity.\n(c) For purposes of this Agreement, “Confidential Information” refers to information of the Company (including its affiliated companies) or its\nsuppliers, technology service providers, licensors, clients, and employees, including without limitation information relating to designs,\nproducts, processes, formulas, merchandising, real estate strategy, contract terms, client lists, sourcing information and strategies, technology,\nmarketing plans, advertising, corporate assessments and strategic plans, financial and statistical information, accounting information, pricing\nand business affairs, associate compensation and relative skills and abilities, which have been or are disclosed or available to you and which\nare either designated at the time of disclosure as confidential or which you know or have reason to know are confidential, regardless of the\nform or media in which such information is disclosed.\n2. Non-solicitation of Associates; Non-competition.\n(a) During your employment and for a period of 12 months after your separation from the Company for any reason whatsoever, whether voluntary\nor i
3504e06a49433c1456720513186da1bd.pdf	effective_date jurisdiction party term	EX-10.8 18 g20786exv10w8.htm EX-10.8\nExhibit 10.8\n(ANSON LOGO)\nClient Confidentiality & Non-Disclosure Agreement\nThis Agreement by and between TechniScan Medical Systems, Inc. (hereinafter referred to as “Client”) and The Anson Group, LLC (hereinafter\nreferred to as “Anson”), shall govern the conditions of disclosure of confidential information relating to Client’s business (“the Information”).\nThe Information includes all oral and written information, regardless of medium, disclosed to Anson by Client that is labeled or otherwise\nidentified as confidential.\nWith regard to the Information, Anson hereby agrees:\n1. Not to use the Information except for the sole purpose of providing consulting services requested by Client.\n2. To safeguard the Information against disclosure to others with the same degree of care as it exercises with its own information of a similar\nnature; and\n3. Not to disclose the Information to others (except to its employees, agents or consultants who are bound to Anson by a like obligation of\nconfidentiality) without the express written permission of Client, except that Anson shall not be prevented from using or disclosing any of\nthe Information:\na) Which Anson can demonstrate by written records was previously known to it;\nb) Which is now, or becomes in the future, public knowledge other than through acts or omissions of Anson;\nc) Which is lawfully obtained by Anson from sources independent of Client; or\nd) Which Anson is required by law to disclose.\nAnson agrees to provide prompt written notice to Client of any legal requests or compulsion to disclose the Information, and to make only such\ndisclosures as are legally required.\nAnson agrees to return or destroy all documents or other materials provided by Client that constitute the Information, without retaining any\ncopies or extracts thereof, upon request by Client.\nNON-DISCLOSURE AGREEMENT\nPAGE 1\nTechniScan Medical Systems, Inc.\nAnson agrees that the furnishing of the Information to Anson shall not constitute a grant of license to Anson under any legal rights now or\nhereinafter held by Client.\nThis Agreement and all actions related hereto shall be governed by and construed in accordance with the laws (other than the conflict of laws\nrules) of the United States and the State of Indiana.\nThe rights and obligations herein shall bind the Parties and their respective legal representatives, successors, heirs and assigns.\nThis Agreement expresses the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior\nagreements, commitments and understandings, whether written or oral, with respect to such subject matter. Any modifications of, or changes to,\nthis Agreement shall be in writing and signed by each of the Parties.\nThis Agreement shall terminate upon the termination of the General Consulting Agreement between the parties dated January 5, 2006, provided,\nhowever, that the secrecy and non-use obligations of Anson herein shall remain in effect for three (3) years from the date of termination.\nThe Anson Group, LLC\nTechniScan Medical Systems, Inc.\n(SIGNATURE)\nNON-DISCLOSURE AGREEMENT\nPAGE 2\nTechniScan Medical Systems, Inc.	EX-10.8 18 g20786exv10w8.htm EX-10.8\nExhibit 10.8\nl#(ANSON LOGO)\nClient Confidentiality & Non-Disclosure Agreement\nThis Agreement by and between TechniScan Medical Systems, Inc. (hereinafter referred to as “Client”) and The Anson Group, LLC (hereinafter\nreferred to as “Anson”), shall govern the conditions of disclosure of confidential information relating to Client’s business (“the Information”).\nThe Information includes all oral and written information, regardless of medium, disclosed to Anson by Client that is labeled or otherwise\nidentified as confidential.\nWith regard to the Information, Anson hereby agrees:\n1. Not to use the Information except for the sole purpose of providing consulting services requested by Client.\n2. To safeg
3525bcfe006326a6b43dc0974d5185df.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 12 d454990dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nDecember 7, 2012\nJAB Beech Inc.\n2200 Pennsylvania Avenue, NW\nWashington, DC 20052\nNon-Disclosure Agreement\nLadies and Gentlemen:\nIn connection with a possible negotiated transaction (the “Possible Transaction”) with Caribou Coffee Company, Inc., a Minnesota corporation\n(the “Seller”), the Seller expects to make available to JAB Beech Inc. (“you” or, together with Seller, the “parties”) certain information concerning\nitself and its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to you, the\nstockholders of your ultimate parent, and your direct and indirect affiliates, directors, officers, employees, agents, advisors (including, without\nlimitation, attorneys, accountants, consultants, bankers and financial advisors), BDT Capital Partners LLC and any other specific financing source\nthat the Seller approves to be included as a Representative, such approval of the Seller not to be unreasonably withheld, conditioned or delayed\n(collectively, “Representatives”), you agree to treat any information concerning the Seller (whether prepared by the Seller, its Representatives or\notherwise and irrespective of the form of communication) that is furnished hereunder to you or your Representatives now or in the future by or on\nbehalf of the Seller (herein collectively referred to as the “Evaluation Material”) in accordance with, and subject to, the provisions of this letter\nagreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth.\n1. Evaluation Material. The term “Evaluation Material” shall include information (including historical financial information that has not been\npublicly disclosed) concerning Seller pertaining to legal and regulatory matters, customers, depositors, vendors, projections, forecasts or\ninvestments, and all records, notes, computer data, analyses, compilations, studies, reports, interpretations or other documents to the extent\ncontaining, in whole or in part, the information furnished to you or your Representatives by or on behalf of the Seller, provided, that the term\n“Evaluation Material” does not include information which (1) is or becomes generally available to the public other than as result of a breach of\nthis Agreement by you or your Representatives, (ii) was within your possession prior to it being furnished to you by or on behalf of the Seller,\nprovided that the source of such information was not known after reasonable due inquiry by you to be bound by a confidentiality agreement\nwith (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the Seller or any other party with respect to such\ninformation, or (iii) is independently developed by you or by others on your behalf without violating any of your obligations under this\nAgreement, or (iv) becomes available to you on a non-confidential basis from a source other than the Seller or its advisors, provided that such\nsource is not known by you to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller or another party.\n2. Use of Evaluation Material. You agree that you and your Representatives will use the Evaluation Material solely for the purpose of proposing,\nevaluating, negotiating and consummating a Possible Transaction in accordance with the terms of this Agreement (the “Evaluation”) and that\nany other use of the Evaluation Material will constitute a breach of this Agreement. You agree to keep the Evaluation Material strictly\nconfidential and not to use or disclose the Evaluation Material without the prior written consent of the Seller, except that, subject to the\nprovisions hereof, you may disclose Evaluation Material to your Representatives to the extent that they need to know such Evaluation Material\nfor purposes of the Evaluation, provided
366cab741b217eb6d2181c0292c989a7.pdf	jurisdiction party	EX-2.1 3 j1336_ex2d1.htm EX-2.1\nExhibit G\nForm of Non-Competition, Non-Solicitation and Confidentiality Agreement\nNon-Competition, Non-Solicitation\nand\nConfidentiality Agreement\nThis Non-Competition, Non-Solicitation and Confidentiality Agreement (“Agreement”) has been executed and delivered as of the ___ day of ___________________ , by ___________________ ( “Larger\nShareholder”) , for the benefit of Rural Cellular Corporation, a Minnesota corporation, ( “RCC ”) and its subsidiaries, including, but not limited to Saco River Telegraph and Telephone Company, a Maine corporation\n(“SRTT ”) .\nRECITALS:\nA.\nSRTT, certain stockholders of SRTT, including the Larger Stockholder and Rural Cellular Corporation, a Minnesota corporation (“RCC ”) entered into an Agreement and Plan of Merger\n(the “Merger Agreement”) dated as of June __ , 2000 which provides for the acquisition by a wholly owned subsidiary of RCC (or one of RCC’s subsidiaries) all of the issued and\noutstanding capital stock of SRTT; and\nB.\nUnless otherwise defined in this Agreement, capitalized terms used but not defined shall have the same definition as ascribed to such terms in the Merger Agreement; and\nC.\nAs a material inducement to RCC to acquire, through merger, SRTT , and in consideration of the terms and conditions contained in the Merger Agreement and other good and valuable\nconsideration, the Larger Stockholder has agreed to enter into this Agreement as a condition of consummating the transaction contemplated by the Merger Agreement.\nNOW, THEREFORE , in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:\n1.\nRestrictive Covenant. Larger Stockholder agrees that for a period of one (1) year from and after the date of this Agreement (“Restricted Period”) (which period shall be extended as\nappropriate for any period(s) of time that the Larger Stockholder is in breach of the restrictive covenants set forth herein), he/she/it will not, directly or indirectly, own (except for ownership of less than\nthree percent (3%) of the aggregate securities of any class of publicly traded securities of any Person), participate in (whether as a partner, shareholder, principal, member, officer, director, agent,\ntrustee, consultant, lender, employee or in any other relationship or capacity), operate, manage, or work for any Person that engages in the operation or ownership of any of the following businesses\nlocated in Maine, New Hampshire or within two hundred fifty (250) miles thereof: (A) any local exchange carrier or other wireline telecommunications business; (B) any wireless telecommunications\nbusiness, including cellular, personal communication services, microwave or other bandwidth; (C) and other communication or data services.\n2.\nNonsolicitation of Employees. The undersigned further agrees that during the Restricted Period the undersigned will not, either alone or in conjunction with any other Person, directly or indirectly,\nsolicit, divert or attempt to solicit or divert any of the employees or agents of RCC or its subsidiaries (including SRTT) to work for or represent any competitor of RCC or its subsidiaries (including SRTT) or for any\nother employment.\n3.\nConfidentiality. The undersigned agrees that all matter of a proprietary or confidential nature, including, but not limited to, financial data, information regarding customers, vendors and pricing\ninformation, which the undersigned has obtained or which the undersigned has made or compiled during or because of the undersigned’s relationship with SRTT shall be the exclusive property of SRTT and shall be\nregarded by the undersigned as of a confidential or proprietary nature. The undersigned will regard and preserve as confidential all such information, will neither disclose, nor supply to any person, firm, or business,\nnor use for the undersigned’s own benefit or business said 
369515a9d77c4ae3f5ae876a051abf25.pdf	jurisdiction party term	EXHIBIT “B”\nFORM OF CONFIDENTIALITY AGREEMENT\nEPIQ SYSTEMS, INC.\n501 Kansas Avenue\nKansas City, KS 66105-1103\n[\n]\nTo: St. Denis J. Villere & Company, L.L.C .\nLadies and Gentlemen:\nThis letter agreement shall become effective upon due execution by each of the parties hereto. Capitalized terms used but not\notherwise defined herein shall have the meanings given to such terms in the Director Appointment Agreement (the “Director\nAppointment Agreement”) dated as of the date hereof among Epiq Systems, Inc. (the “Company”), St. Denis J. Villere & Company,\nL.L.C. and the investment funds, accounts and other clients to which it provides investment advice (“Villere”) and [\n] (the\n“Villere Designee”). The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement,\napplicable fiduciary duties and except as otherwise instructed by the Company, the Villere Designee may, disclose information\nobtained while serving a member of the Board of Directors (the “Board”) of the Company to you and the Representatives (as\nhereinafter defined) and may discuss such information with any and all such persons. As a result, you may receive certain non-public\ninformation regarding the Company. You acknowledge and agree that this information is proprietary to the Company and may\ninclude trade secrets, strategic, business or financial planning information, financial results, financial projections and forecasts,\ndiscussions or deliberations of the Board or its committees as a whole or of individual members of the Board or its committees or\nmembers of senior management, advice received by the Board or its committees or members of management of the Company from\nattorneys, accountants, consultants, financial advisors and other advisors or other business information the disclosure of which could\nharm the Company or its shareholders. In consideration for, and as a condition of, non-public information being furnished to you and\nin consideration for the Company’s agreements and obligations in the Director Appointment Agreement and, subject to the\nrestrictions in paragraph 2, your attorneys, advisors, directors, members, officers and employees (collectively, “Representatives”) and\nyou agree to treat any and all information concerning the Company that is furnished to you or your Representatives (regardless of the\nmanner in which it is furnished, including without limitation in written or electronic format or orally, gathered by visual inspection or\notherwise) by the Villere Designee, or by or on behalf of the Company or any of the Company Representatives, together with any\nnotes, analyses, compilations, studies, interpretations, documents, records, extracts or other summaries thereof containing, referring,\nrelating to, based upon or derived from such information, in whole or in part (collectively, “Confidential Information”), in accordance\nwith the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.\n1. The term “Confidential Information” does not include information that (i) is or has become generally available to the public other\nthan as a result of a direct or indirect disclosure by you or your Representatives in violation of this letter agreement or any obligation\nof confidentiality, (ii) was within your or any of your Representatives’ possession on a non-confidential basis prior to its being\nfurnished to you by the Villere Designee, or by or on behalf of the Company or (iii) is received from a source other than the Villere\nDesignee, the Company or any of its representatives; provided, that in the case of (iii) above, the source of such information was not\nbelieved to you, after inquiring of the disclosing person, to be bound by a confidentiality agreement with or other contractual, legal or\nfiduciary obligation of confidentiality to the Company with respect to such information at the time the same was disclosed.\n2. 
36956818d96973656d2306e17a8b6013.pdf	effective_date jurisdiction party term	EX-99.(E).(3) 3 dex99e3.htm MUTUAL NON-DISCLOSURE AGREEMENT\nExhibit (e)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis is a Mutual Non-Disclosure Agreement (this “Agreement”), effective as of the date stated below (the “Effective Date”), between\nTechnology Research Corporation, a Florida corporation (the “Company”), and Coleman Cable, Inc., a Delaware corporation (the “Counterparty”).\nBackground\nThe Parties are considering a potential business transaction (the “Opportunity”), and are entering into this Agreement so that they can share\nconfidential information pertinent to the Opportunity with confidence that the other Party will use such confidential information only to evaluate the\nOpportunity and will not disclose that confidential information, except in accordance with the terms of this Agreement. The Counterparty and the\nCompany are sometimes referred to individually as a “Party” and collectively as the “Parties.”\nOperative Terms\nThe Parties agree as follows:\n1. These terms have the following definitions in this Agreement:\n“Confidential Information” means all information concerning or related to the business, operations, results of operations, assets and affairs of a\nDisclosing Party, including, but not limited to, financial and accounting information, budgets, projections, forecasts, business plans, operating\nmethods, business strategies, product and service information, product plans, product specifications, product designs, processes, plans, drawings,\nconcepts, research and development data and materials, systems, techniques, trade secrets, intellectual property, software programs and works of\nauthorship, know-how, marketing and distribution plans, planning data, marketing strategies, price lists, market studies, employee lists, supplier lists,\ncustomer and prospect lists, and supplier and other customer information and data that the Disclosing Party or its Representatives discloses (or has,\nprior to the date of this Agreement, disclosed) to the Recipient or its Representatives in connection with the Opportunity, however documented or\ndisclosed, together with any copies, extracts, analyses, compilations, studies or other documents prepared or received by the Recipient or its\nRepresentatives, which contain or otherwise reflect such information.\n“Disclosing Party” means the Party furnishing Confidential Information.\n“Opportunity” has the meaning set forth in the Background.\n“Recipient” means the Party receiving Confidential Information.\n“Representatives” means the officers, directors, employees, partners, members, managers, agents, advisors, subsidiaries, affiliates or\nrepresentatives of a Party.\n2. Each Party in its capacity as a Recipient agrees to use the Confidential Information provided by the other Party solely for the purpose of\nevaluating the Opportunity, and\nfor no other purpose, and further agrees to keep confidential and not disclose to any third party any Confidential Information. Notwithstanding the\nforegoing, each Party may disclose such Confidential Information solely to those of its Representatives who (a) require such material for the purpose\nof evaluating the Opportunity on behalf of such Party, and (b) are informed by such Party of the confidential nature of the Confidential Information\nand the obligations of this Agreement and agree to abide by the terms hereof as if they were a Recipient hereunder. Each Party shall take all actions\nnecessary to cause its Representatives and affiliates who receive Confidential Information to comply with the terms of this Agreement as if they\nwere a Recipient. Each Party shall be responsible for any disclosure of Confidential Information by its Representatives other than in accordance with\nthe terms of this Agreement. Each Party acknowledges the confidential and proprietary nature of the Confidential Information provided by the other\nParty and acknowledges and agrees that it is acquiring no rights whatsoever in o
370f080c689b6c4bdd2c88b7de244d76.pdf	effective_date jurisdiction party	MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into this 31st day of May , 2005 by and between the undersigned (the\n"CDW Contracting Party") and Promark Technology, Inc. under the following terms and conditions:\n1.\nNature and Purpose. The parties to this Agreement desire\nto engage in certain business arrangements and/or\ncontractual relationships which may involve the disclosure\nof financial, proprietary, competitively sensitive, and/or\nmarket sensitive information and/or contain trade secrets.\nThe purpose of this Agreement is to define their rights and\nobligations with respect to such information. This\nAgreement does not obligate either party to disclose any\ninformation to the other or to enter into any other\nagreement or arrangement, nor shall it be construed as\ngranting any rights by license or otherwise in any trade\nsecrets or other intellectual property rights of either party.\nAs provided for herein, the parties' obligations under this\nAgreement shall survive the termination of their business\narrangements and/or contractual relationships, regardless\nof the manner of such termination.\n2.\nConfidential Information. Either party ("Discloser") may at\nits option make available to the other party ("Recipient") in\nthe performance of this Agreement information of a\nconfidential or proprietary nature to such party, including\ninformation of its affiliates or of a third party (hereinafter\nreferred to as "Confidential Information"). As used in this\nAgreement, the Confidential Information shall mean any\ninformation or data in oral and/or written form which\nRecipient knows or has reason to know is Confidential\nInformation and which is disclosed in connection with this\nAgreement or which Recipient may have access to in\nconnection with this Agreement, including but not limited to\nbusiness and marketing plans, strategic alliances, cost or\npricing data, the identities of customers and prospective\ncustomers. To the extent practicable, Confidential\nInformation shall be clearly identified or labeled as such at\nthe time of disclosure or as promptly thereafter as\npossible, however, failure to so identify or label such\nConfidential Information shall not be evidence that such\ninformation is not proprietary or protectable. Confidential\nInformation shall not include any information which (a) was\nrightfully in the possession of Recipient prior to disclosure\nby Discloser; (b) was or is independently developed by\nRecipient without use of the Confidential Information; (c) is\nnow or hereafter becomes available to the public other\nthan as a result of disclosure by Recipient in violation of\nthis Agreement; or (d) becomes available to Recipient on a\nnon-confidential basis from a source other than Discloser\nand such source was under no obligation to Discloser to\nkeep such information confidential.\n3.\nDegree of Care. Recipient shall maintain the Confidential\nInformation using the same degree of care as it uses to\nprotect its own confidential and proprietary information but\nin any case using no less than a reasonable degree of\ncare. In addition, Recipient shall not use the Confidential\nInformation received from Discloser for its own benefit or,\nexcept as expressly provided for herein, disclose the\nConfidential Information to third parties without the prior\nwritten consent of an authorized representative of\nDiscloser.\n4.\nDisclosure. Recipient agrees to disclose the Confidential\nInformation only to its directors, officers, employees,\nagents, independent contractors and consultants who\nhave a need to know the Confidential Information as\nrequired in furtherance of the objectives of the business\nrelationship between the parties, and with respect to\nindependent contractors and consultants, only those who\nhave agreed to substantially similar non-disclosure\nobligations as those contained herein. Notwithstanding the\nforegoing, the CDW Contracting Party may disclose the\nConfidential Information to its a
376f9746de69416a9561e92517c356ee.pdf	effective_date jurisdiction party term	EX-10.32 23 c15909a1exv10w32.htm NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nEXHIBIT 10.32\nNON-COMPETITION AND NON-DISCLOSURE AGREEMENT\n(Joseph Chalhoub)\nThis NON-COMPETITION AND NON-DISCLOSURE AGREEMENT is entered into this 24th day of August, 1999, by and between\nJoseph Chalhoub, a resident of Westmount, Quebec (“Executive”), and Heritage-Crystal Clean, LLC, an Indiana limited liability company\n(“Crystal Clean”);\nWITNESSETH:\nWHEREAS, Executive is a Unit holder and Member of Crystal Clean and serves as its President and Chief Executive Officer and as a result\nof his positions with Crystal Clean, Executive has access to and knowledge of all of Crystal Clean’s business information and confidential data;\nand\nWHEREAS, Executive’s right to subscribe for and receive ownership of Units in Crystal Clean is expressly conditioned upon Executive’s\nentering into an Executive Employment Agreement (“Employment Agreement”) and this Non-Competition and Non-Disclosure Agreement;\nNOW THEREFORE, in pursuant of the above and in consideration of the terms and conditions contained herein and for other good and\nvaluable considerations, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:\n(1) Consideration. Executive acknowledges that the consideration received by Executive under the Subscription Agreement and the\nEmployment Agreement and otherwise resulting from the agreement of The Heritage Group, an Indiana general partnership, and certain of its\naffiliates, partners and their beneficiaries (collectively, “Heritage”) to organize Crystal Clean, is good and sufficient consideration for Executive’s\ncovenants, agreements and forebearances contained in this Agreement and that Heritage would not have organized Crystal Clean and allowed\nExecutive to subscribe for Units but for Executive’s entering into this Agreement.\n(2) Non-Disclosure. Executive will not, at any time following this date except as required by the duties of his employment with Crystal Clean\nand/or its subsidiaries, disclose to any person, firm or corporation, any confidential information concerning Crystal Clean or its assets or\nbusiness, except as may be required by governmental law or regulation or in legal proceedings to which Executive is subpoenaed to give\ntestimony, in which event Executive shall notify Crystal Clean immediately upon learning that Executive may be required or compelled to\ndivulge any confidential information. For purposes of this Agreement, “confidential information” consists of that proprietary information subject\nto protection under the Uniform Trade Secrets Act and includes, without limitation, Crystal Clean’s customer list and price information for all\ncustomers and other intangible property to be transferred to Crystal Clean by Heritage. “Confidential information” does not include\n1\ninformation in the public domain through no fault of the Executive or reasonably discoverable without access to internal documents or\ninformation.\n(3) Non Competition. During the term of Executives’s employment with Crystal Clean, and for a period of one (1) year from the date of\nExecutive’s Termination of Employment under the Employment Agreement (“Restricted Period”), Executive will not, other than for the\nexclusive benefit of Crystal Clean, engage in the Business (as defined below) in the geographical area in which Crystal Clean conducts Business\nduring the term of Executive’s employment with Crystal Clean (“Territory”), whether as an employee, owner (except as provided below in\nSection 5), member, manager, consultant, agent, partner, service provider or in any other capacity. For purposes of this Agreement, the term\n“Business” means the business of providing environmental and fluid management services to small and medium sized customers and providing\nparts washing and drum disposal services (“Business”).\n(4) Non-Solicitation; Non-Piracy. During the Restrict
3833e3de6d115e063fe117c09d4104e7.pdf	effective_date jurisdiction party term	EX-10.22 4 dex1022.htm INVENTION AND NON-DISCLOSURE AGREEMENT\nExhibit 10.22\nINVENTION AND NON-DISCLOSURE AGREEMENT\nThis Agreement is made between VistaPrint USA, Incorporated, a Delaware corporation (hereinafter referred to collectively with its parent\ncompany, affiliates and subsidiaries as the “Company”), and Anne Drapeau (the “Employee”).\nIn consideration of the employment or the continued employment of the Employee by the Company, the Company and the Employee agree as\nfollows:\n1. Proprietary Information.\n(a) The Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the\nCompany’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the\nCompany. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques,\nformulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs,\ncustomer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Employee will not disclose\nany Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the\nperformance of his/her duties as an employee of the Company) without written approval by an officer of the Company, either during or after his/her\nemployment with the Company.\n(b) The Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program\nlistings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Employee or others,\nwhich shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Employee only in the\nperformance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or\npossession of the Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her\nemployment. After such delivery, the Employee shall not retain any such materials or copies thereof or any such tangible property.\n(c) The Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a)\nand (b) above, and his/her obligation to return materials and tangible property, set forth in paragraph (b) above, also extends to such types of\ninformation, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have\ndisclosed or entrusted the same to the Company or to the Employee.\n2. Developments.\n(a) The Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods,\ndevelopments, software, graphic designs and works of authorship, whether patentable or not, which are created, made, conceived or reduced to\npractice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not during normal\nworking hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”).\n(b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all\nhis/her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications.\nHowever, this paragraph 2(b) shall not apply to Developments which do not relate to the present or planned business or research and development of\nthe Company and which are made and conceived by the Employee not during normal working hours, not on the Company
38880ce87b3a20784951088adb655aa3.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 5 c16658exv99wxeyx2y.htm MUTUAL NON-DISCLOSURE AGREEMENT\nExhibit (e)(2)\nMUTUAL NONDISCLOSURE AGREEMENT\nTHIS MUTUAL NONDISCLOSURE AGREEMENT (this “Agreement”) is made as of February 14, 2007 (the “Effective Date”) by and\nbetween Walgreen Co., an Illinois corporation (“Walgreens”), and Option Care, Inc., a Delaware corporation (“Option Care”).\nWHEREAS, Walgreens and Option Care (each, a “Party” and together, the “Parties”) agree that in order to facilitate discussions relating to\npotential business opportunities and strategic relationships and transactions for their mutual benefit (the “Potential Opportunities”), it may be\nnecessary for each Party to disclose certain information to the other Party on a confidential basis.\nNOW, THEREFORE, in consideration of the mutual promises contained herein, each of the Parties hereby agrees as follows:\n1. Confidentiality of Business Information.\n1.1 Definition. The term “Confidential Information” means any proprietary, confidential and non-public information, whether oral, written,\nvisual or otherwise, disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or\nafter the Effective Date, in the course of discussing and evaluating the Potential Opportunities.\n1.2 Treatment of Confidential Information. The Receiving Party acknowledges that the Confidential Information is a special, valuable, and\nunique asset of the Disclosing Party and agrees that it: (a) will keep and maintain the Confidential Information in strict confidence; (b) will use\nthe Confidential Information only in connection with its review of the Potential Opportunities; (c) will not use the Confidential Information for\nthe benefit of any third party, or use the Confidential Information for its own benefit; and (d) will not disclose any portion of the Confidential\nInformation to any third party other than its affiliates, directors, officers, employees, agents, accountants, financial advisors, attorneys or other\nRepresentatives (collectively, “Representatives”) who need to know such Confidential Information in connection with the Receiving Party’s\nreview and evaluation of the Potential Opportunities. Each Party will use, and require its Representatives to use, the same degree of care as is\nused with such Party’s own Confidential Information, which shall in no event be less than reasonable care. Each Party will be responsible for\ndisclosures of Confidential Information made by their Representatives in violation of this Agreement.\n1.3 Exceptions to Confidential Treatment. The obligations under Section 1.2 above do not apply to any Confidential Information that:\n(a) the Receiving Party possessed prior to disclosure by the Disclosing Party, without a known obligation of confidentiality; (b) is or becomes\npublicly available without breach of this Agreement by the Receiving Party; (c) is independently developed by the Receiving Party without use\nof any Confidential Information of\nthe Disclosing Party; or (d) is rightfully received by the Receiving Party from a third party without an obligation of confidentiality to the\nDisclosing Party.\nIf, in the reasonable opinion of its legal counsel, a Receiving Party is required by law to disclose any Confidential Information of the other\nParty in connection with any legal proceeding, then the Receiving Party may disclose such information; provided the Receiving Party shall notify\nthe Disclosing Party within a reasonable time prior to disclosure in order to allow the Disclosing Party a reasonable opportunity to seek\nappropriate protective measures.\n2. Destruction/Return of Confidential Information. Promptly after the termination of this Agreement, the termination of discussions regarding\nthe Potential Opportunities, or the receipt of a written request by the Disclosing Party, the Receiving Party shall, at the Disclosing Party’s option,\neither: (a) return the C
39610c6bf605fdd8d0d9bcb2aacb5e74.pdf	effective_date jurisdiction party term	EX-10.4 2 d450416dex104.htm EX-10.4\nExhibit 10.4\nAMENDED AND RESTATED EXECUTIVE EMPLOYMENT\nAND NON-DISCLOSURE, NON-COMPETITION,\nAND INVENTION ASSIGNMENT AGREEMENT\nThis Amended and Restated Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement (this\n“Agreement”) is made as of the\nday of\n, 20 (the “Effective Date”) by and between Cognizant Technology Solutions Corporation, a\nDelaware corporation (the “Company” (where applicable, the definition of Company shall include the Company’s subsidiaries and affiliates and any\nsuccessors or assigns)), and\n(“Employee”).\nWHEREAS, Employee is currently employed by the Company as its\n; and\nWHEREAS, the Company desires to continue to retain the services of Employee; and\nWHEREAS, the Parties desire to amend and restate, in its entirety, the parties’ prior agreements pertaining to Employee’s employment,\nand set forth the new terms and conditions of Employee’s employment by the Company;\nNOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to\nbe legally bound hereby, the Company and Employee (individually a “Party” and together, the “Parties”) agree as follows:\n1. Definitions.\n(a) “Annual Base Salary” shall mean the rate of annual base salary paid or payable to Employee by the Company (including authorized\ndeferrals and salary reduction amounts) immediately prior to Employee’s Termination Date.\n(b) “Board” shall mean the Board of Directors of Cognizant Technology Solutions Corporation.\n(c) “Cause” shall mean (i) willful malfeasance or willful misconduct by the Employee in connection with his employment,\n(ii) continuing failure to perform such duties as are reasonably requested by Employee’s supervisor, (iii) failure by the Employee to observe material\npolicies of the Company applicable to the Employee, (iv) the commission by the Employee of (x) any felony or (y) any misdemeanor involving\nmoral turpitude, (v) Employee engaging in any fraudulent act or act of embezzlement, or (vi) any material breach of this Agreement.\n(d) “Code” means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.\n(e) “Disability” means Employee’s total and permanent disability as determined in accordance with the Company’s long-term disability\npolicy, whether or not Employee is covered by such policy.\n-1-\n(f) “Good Reason” means, the occurrence of one or more of the following events or actions:\n(i) A material diminution by the Company of Employee’s authority, duties or responsibilities;\n(ii) A material diminution in Employee’s overall compensation package, which is not otherwise caused by an overall policy by\nthe Company to reduce senior employee compensation throughout the Company;\n(iii) The failure of the Company to obtain from its successors the express assumption of this Agreement; or\n(iv) A change, without Employee’s consent, in the principal place of work of the Employee to a location that is more than 50\nmiles from his primary work location as of the date of this Agreement, but only if such change occurs on or after a Change in Control.\n(g) “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon,\nand (ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of Employee’s employment under the provision so\nindicated.\n(h) “Termination Date” shall mean the last day of Employee’s employment with the Company.\n(i) “Termination of Employment” shall mean the termination of Employee’s active employment relationship with the Company.\n2. Employment. Company hereby continues to employ Employee, and Employee hereby continues to accept such employment, upon the terms\nand conditions set forth herein.\n3. Duties.\n(a) Position. Employee continues to be employed as [in
3ab5afcaf885ec2c6b1c7c87a5d98986.pdf	effective_date jurisdiction party term	EX-99.(E)(3) 5 dex99e3.htm CONFIDENTIALITY AGREEMENT - GILEAD SCIENCES, INC.\nExhibit (e)(3)\nCONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT, made effective as of March 5, 2008 (the “Effective Date”), by and between CV Therapeutics, Inc., with principal place\nof business at 3172 Porter Drive, Palo Alto, CA 94304 (“CVT”), and Gilead Sciences, Inc., with principal place of business at 333 Lakeside Drive\nFoster City, CA 94404 (“Gilead”), to assure the protection and preservation of the confidential and proprietary nature of information to be disclosed\nor made available by or on behalf of the disclosing party hereunder (the “Disclosing Party”) to the receiving party hereunder (the “Receiving Party”),\nis entered into in connection with the following facts and circumstances:\nWHEREAS, the parties desire to assure the confidential status of such information disclosed by CVT regarding its business and operations\nincluding but not limited to CVT’s proprietary compound ranolazine, second generation compounds thereof and CVT’s proprietary compound CVT-\n6883 (the “CVT Subject Matter”), and by Gilead regarding its business and operations including but not limited to Gilead’s research and\ndevelopment, sales and marketing capabilities and strategies (the “Gilead Subject Matter”), in the course of discussions between the parties\nregarding a potential corporate partnering relationship;\nNOW THEREFORE, in consideration of the following undertakings, the parties hereby agree as follows:\n1. Subject to the other terms of this Agreement, all information disclosed by or on behalf of the Disclosing Party to the Receiving Party\nhereunder shall to the extent it relates to the CVT Subject Matter (if disclosed by CVT, its representatives or affiliates) or to the Gilead Subject\nMatter (if disclosed by Gilead), be deemed to be “Proprietary Information” of the Disclosing Party, whether disclosed by or on behalf of the\nDisclosing Party hereunder in oral, written, graphic or electronic form. Subject to the other terms of this Agreement, such Proprietary Information of\nthe Disclosing Party shall include the Disclosing Party’s technical, research, financial, business, commercial, personnel or operational information,\nand/or ideas, trade secrets, know-how, procedures, strategies or plans; provided, however, that, Gilead shall not disclose the chemical structures of\nany of its proprietary compounds to CVT.\n2. “Proprietary Information” of the Disclosing Party shall not be deemed to include information which the Receiving Party can demonstrate by\ncompetent evidence: (a) was in the public domain when disclosed by the Disclosing Party to the Receiving Party or subsequently becomes public\nthrough no act or failure to act on the part of the Receiving Party in breach of this Agreement; (b) was already known by the Receiving Party when\ndisclosed by the Disclosing Party; (c) was or is furnished to the Receiving Party by a third party not bound by any confidentiality obligation or other\nrestriction on disclosure with respect to such information; or (d) is independently developed by the Receiving Party without any reference to or other\nuse of any Proprietary Information of the Disclosing Party.\n3. The Receiving Party shall maintain in trust and confidence, and shall not disclose to any third party except with the Disclosing Party’s\nexpress prior written consent, any and all Proprietary Information of the Disclosing Party, and shall use any and all Proprietary Information of the\nDisclosing Party only for purposes of the parties’ discussions hereunder. The Receiving Party’s obligations of confidentiality and non-use under this\nAgreement shall remain in effect for five (5) years from the Effective Date. The Receiving Party further agrees not to use the Proprietary Information\nof the Disclosing Party for competitive purposes or to obtain any commercial advantage with respect to the Disclosing Party. No rights or licenses to\nP
3acc6f6bdad6eaaf7ab21faea5ea95fa.pdf	effective_date jurisdiction party term	EX-99.(E)(3) 3 f52580exv99wxeyx3y.htm EX-(E)(3)\nExhibit (e)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into effective March 25, 2009 (the “Effective Date”) by and\nbetween IXIA, a California corporation, with its executive offices located at 26601 W. Agoura Road, Calabasas, California 91302, and\nCATAPULT COMMUNICATIONS CORPORATION a Nevada corporation, with its principal place of business located at 160 South Whisman\nRoad, Mountain View, California 94041.\nRECITALS:\nWHEREAS, the parties hereto wish to exchange certain data and other information of a highly confidential or proprietary nature all for the\npurpose of exploring a potential business relationship (the “Transaction”) to the parties’ mutual benefit;\nWHEREAS, either party may disclose, from time to time, such data and information to the other party on a confidential basis for the limited\npurpose(s) set forth on Attachment A hereto;\nNOW, THEREFORE, in consideration of the foregoing recitals and of the disclosure by one party (“Disclosing Party”) of Confidential\nInformation (as defined below) to the other party (“Receiving Party”), which Receiving Party acknowledges to be good and valuable\nconsideration for its obligations hereunder, Disclosing Party and Receiving Party hereby agree as follows:\nAGREEMENT:\n1. Each of the parties hereto acknowledges that the foregoing recitals are true and correct.\n2. “Confidential Information,” as used herein, shall mean all information and material (whether written or oral (if oral, a written summary of\nsuch information and/or material shall be delivered to Disclosing Party within ten days after its disclosure to Disclosing Party in order for such\ninformation and/or material to be treated as Confidential Information under this Agreement)) furnished or made available (whether before or\nafter the date hereof) by Disclosing Party or its directors, officers, employees, independent contractors, affiliates, representatives (including,\nwithout limitation, financial advisors, attorneys and accountants) or agents or potential sources of financing (collectively, “Representatives”) to\nReceiving Party or its Representatives, which concern the subject(s) listed on Attachment A hereto and which is proprietary to Disclosing Party,\nis marked or otherwise identified as “Confidential,” “Proprietary,” “Sensitive” or in another manner indicating its confidential and/or proprietary\nnature, or by the nature of the circumstances surrounding the disclosure or receipt of the information or material should be treated as Confidential\nInformation. The term Confidential Information includes all such information or material which Receiving Party may obtain knowledge of\nthrough or as a result of the relationship established hereunder with Disclosing Party, access to Disclosing Party’s premises or communications\nwith Disclosing Party’s\n1\nRepresentatives. The term Confidential Information also includes all notes, analyses, extracts, compilations, studies, interpretations or other\nmaterials prepared by Receiving Party to the extent they contain or reflect Disclosing Party’s Confidential Information.\nWithout limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information\nand materials: business and financial plans, financial information, strategies, know-how, designs, concepts, drawings, ideas, inventions (whether\npatentable or not), specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts,\nresearch, development, operations, production techniques, purchasing information, employee names and information, employee expertise,\nprocesses, procedures, activities, new product or new technology information, marketing techniques and materials, marketing plans, timetables,\ndevelopment plans (including prospective trade names or trademarks)
3c19cab83f40f722fc8c1432299d7655.pdf	effective_date jurisdiction party term	EX-10 2 bhb8kmaltzhireex101.htm\nEXHIBIT 10.1\nCHANGE IN CONTROL, CONFIDENTIALITY,\nAND NONCOMPETITION AGREEMENT\nTHIS CHANGE IN CONTROL, CONFIDENTIALITY AND NONCOMPETITION\nAGREEMENT is made and entered into this 10th day of July, 2014 by and between BAR\nHARBOR BANKSHARES, a Maine corporation with its headquarters located in Bar Harbor,\nMaine (hereinafter, “the Company”), and Richard Maltz, a resident of Hampden, , Maine\n(hereinafter, “the Executive").\nWITNESSETH:\nWHEREAS, Bar Harbor Bank & Trust is a wholly-owned first tier banking subsidiary of\nBar Harbor Bankshares, and Bar Harbor Trust Services is a second tier non-depository trust\ncompany subsidiary of Bar Harbor Bankshares; and\nWHEREAS, the Executive is an employee of the Employer; and\nWHEREAS, the Employer wishes to retain the services of the Executive by providing the\nassurances contained herein.\nNOW, THEREFORE, the parties hereto do hereby agree as follows:\n1.\nDEFINTIONS.\n1.1. Bank shall mean Bar Harbor Bank & Trust.\n1.2. Base Compensation shall mean the annual base salary payable by the Employer to\nthe Executive, excluding any bonuses, incentive compensation and other forms of additional\ncompensation.\n1.3 Cause shall be deemed to exist only in the event the Executive is convicted by a\ncourt of competent jurisdiction of a felony involving dishonesty or fraud on the part of the\nExecutive in his or her relationship with the Employer.\n1.4. Change in Control shall mean the occurrence of any one of the following events:\n(a) Any person, including a group (as such term is used in Section 13(d) of\nthe Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the\nbeneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act),\ndirectly or indirectly, of securities of Bar Harbor Bankshares representing more than fifty\npercent (50%) of the combined voting power of Bar Harbor Bankshares' then outstanding\nsecurities, other than as a result of an issuance of securities initiated by Bar Harbor\nBankshares in the ordinary course of its business; or\n(b) Bar Harbor Bankshares is party to a Business Combination (as hereinafter\ndefined) unless, following consummation of the Business Combination, more than fifty\npercent (50%) of the outstanding voting securities of the resulting entity are beneficially\nowned, directly or indirectly, by the holders of Bar Harbor Bankshares' outstanding\nvoting securities immediately prior to the Business Combination in substantially the same\nproportions as those existing immediately prior to the Business Combination; or\n(c) The stockholders of Bar Harbor Bankshares approve a plan of complete\nliquidation of Bar Harbor Bankshares or an agreement for the sale or disposition by Bar\nHarbor Bankshares of all or substantially all of Bar Harbor Bankshares' assets to another\nperson or entity that is not a wholly owned subsidiary of Bar Harbor Bankshares.\nFor purposes of this Section 1.4, a Business Combination means any cash tender or\nexchange offer, merger or other business combination, sale of stock, or sale of all or substantially\nall of the assets, or any combination of the foregoing transactions.\nFor purposes of this Section 1.4, a Change in Control shall exclude any internal corporate\nchange, reorganization or other such event, which occurred prior to or may occur following the\ndate of this Agreement.\n1.5. Code shall mean the Internal Revenue Code of 1986, as amended, and as it may\nbe amended from time to time, together with the rules and regulations promulgated under such\ncode.\n1.6. Company shall mean Bar Harbor Bankshares.\n1.7. Date of Termination shall mean:\n(a) If the Executive incurs a separation from service for Disability, thirty (30)\ndays after Notice of Termination for Disability is given by the Employer to the Executive\nand the Executive shall not have returned to the performance of his duties on a full-time\nbasis during such thirty (30) day period;\n(b) If the Executive's service
3e1e64647eaf883d7b49aba5dce0926a.pdf	jurisdiction party	Exhibit B\nEMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON -COMPETE AGREEMENT\nTHIS EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON -COMPETE AGREEMENT (“Agreement”) is made as of the date set forth on the\nsignature page below between POZEN Inc. ( “POZEN ”) , and the person whose name is set forth on the signature page below as Employee (“Employee”).\nIn consideration of Employee’s employment or continued employment by POZEN, with the intention that this Agreement shall apply to the entire period of\nEmployee’s employment with POZEN (including the period prior to the date of this Agreement), Employee hereby agrees as follows:\n1.\nCONFIDENTIAL INFORMATION DEFINED. “ Confidential Information” means trade secrets, proprietary information and materials, and confidential\nknowledge and information which includes, but is not limited to, matters of a technical nature (such as discoveries, ideas, concepts, designs, drawings,\nspecifications, techniques, models, diagrams, test data, scientific methods and know-how, and materials such as reagents, substances, chemical compounds,\nsubcellular constituents, cell or cell lines, organisms and progeny, and mutants, derivatives or replications derived from or relating to any of the foregoing\nmaterials), and matters of a business nature (such as the identity of customers and prospective customers, the nature of work being done for or discussed with\ncustomers or prospective customers, suppliers, marketing techniques and materials, marketing and development plans, pricing or pricing policies, financial\ninformation, plans for further development, and any other information of a similar nature not available to the public).\n“Confidential Information” shall not include information that: (a) was in Employee’s possession or in the public domain before receipt from the Company, as\nevidenced by the then existing publication or other public dissemination of such information in written or other documentary form; (b) becomes available to the\npublic through no fault of Employee; (c) is received in good faith by Employee from a third party who is known to Employee to be not subject to an obligation of\nconfidentiality to the Company or any other party; or (d) is required by a judicial or administrative authority or court having competent jurisdiction to be disclosed\nby Employee, provided that Employee shall promptly notify the Company and not attempt to prevent the Company from opposing or limiting such order.\n2.\nNON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF POZEN. Employee acknowledges that, during the period of Employee’s\nemployment with POZEN, Employee has had or will have access to Confidential Information of POZEN. Therefore, Employee agrees that both during and after\nthe period of Employee’s employment with POZEN, Employee shall not, without the prior written approval of POZEN, directly or indirectly (a) reveal, report,\npublish, disclose or transfer any Confidential Information of POZEN to any person or entity; or (b) use any Confidential Information of POZEN for any purpose or\nfor the benefit of any person or entity, except in the good faith performance of Employee’s work for POZEN or to comply with an order from any court of\ncompetent jurisdiction.\n3.\nNON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF OTHERS . Employee acknowledges that, during the period of Employee’s\nemployment with POZEN, Employee may have had or will have access to Confidential Information of third parties who have given POZEN the right to use such\nConfidential Information, subject to a non-disclosure agreement between POZEN and such third party. Therefore, Employee agrees that both during and after the\nperiod of Employee’s employment with POZEN, Employee shall not, without the prior written approval of POZEN, directly or indirectly (a) reveal, report, publish,\ndisclose or transfer any Confidential Information of such third parties to any person or entity; or (b) use any Confidential Information of such 
3e8ca94003354022fd0f031eea25aec5.pdf	effective_date jurisdiction party term	EX-10.6 2 dex106.htm EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETE AGREEMENT\nExhibit 10.6\nEMPLOYMENT, CONFIDENTIALITY AND NONCOMPETE AGREEMENT\nThis Employment, Confidentiality and Noncompete Agreement (“Agreement”) is made and entered into effective as of the 10 day of\nJanuary, 2007, by and between Build-A -Bear Workshop, Inc., a Delaware corporation (“Company”), and Dave Finnegan (“Employee”).\nWHEREAS, Company desires to employ and Employee desires to be employed as the Chief Information Bear of Company.\nWHEREAS, Company has pioneered the retail concept of “make your own” stuff plush toys, including animals and dolls, and is engaged\nin, among other things, the business of production, marketing, promotion and distribution of plush stuff toys, clothing, accessories and similar items,\nincluding without limitation, the ownership, management, franchising, leasing and development of retail stores in which the basic operation is the\nselling of such items, and the promotion of the related concepts and characters through merchandising and mass media. The Company is\nheadquartered and its principal place of business are located in, and this Agreement is being signed in, St. Louis, Missouri.\nWHEREAS, Company conducts business in selected locations throughout the United States and internationally through franchise\narrangements.\nWHEREAS, Company has expended a great deal of time, money and effort to develop and maintain its proprietary Confidential\nInformation (as defined herein) which is material to Company and which, if misused or disclosed, could be very harmful to Company’s business.\nWHEREAS, the success of Company depends to a substantial extent upon the protection of its Confidential Information and goodwill by\nall of its employees.\nWHEREAS, Company compensates its employees to, among other things, develop and preserve goodwill with its customers, landlords,\nsuppliers and partners on Company’s behalf and business information for Company’s ownership and use.\nWHEREAS, if Employee were to leave Company, Company, in all fairness, would need certain protections in order to prevent\ncompetitors of Company from gaining an unfair competitive advantage over Company or diverting goodwill from Company, or to prevent Employee\nfrom misusing or misappropriating the Confidential Information.\nNOW, THEREFORE, in consideration of the compensation and other benefits of Employee’s employment by Company and the recitals,\nmutual covenants and agreements hereinafter set forth, Employee and Company agree as follows:\n1. Employment Services.\n(a) Employee is hereby employed by Company, and Employee hereby accepts such employment, upon the terms and conditions\nhereinafter set forth. Employee shall serve\nth\nas Chief Information Bear, during the Employment Period, on a full-time basis. Employee shall carry out such duties as are assigned to him by\nCompany’s Chief Executive Bear.\n(b) Employee agrees that throughout Employee’s employment with Company, Employee will (i) faithfully render such services as\nmay be delegated to Employee by Company, (ii) devote substantially all of Employee’s entire business time, good faith, best efforts, ability, skill and\nattention to Company’s business, and (iii) follow and act in accordance with all of the rules, policies and procedures of Company, including but not\nlimited to working hours, sales and promotion policies, and specific Company rules. Company further agrees that it shall not during the Initial Term\nof this Agreement require Employee to relocate his residence outside of the St. Louis metropolitan area.\n(c) “Company” means Build-A-Bear Workshop, Inc. or one of its Subsidiaries, whichever is Employee’s employer. The term\n“Subsidiary” means any corporation, joint venture or other business organization in which Build-A-Bear Workshop, Inc. now or hereafter, directly or\nindirectly, owns or controls more than fifty percent (50%) interest.\n2. Term of Employment. The term 
3f85d1e60e155de4d89f90dd50561e51.pdf	jurisdiction	EXHIBIT 10.2\nNON-SOLICITATION , NON -COMPETITION\nAND CONFIDENTIALITY AGREEMENT\nThe undersigned enter into this NON-SOLICITATION , NON -COMPETITION AND CONFIDENTIALITY AGREEMENT (the “Agreement”) between Gentiva Health Services, Inc. including its subsidiaries, affiliates, divisions,\nsuccessors, and related entities (“Gentiva”) and\n(“Employee”), effective the date signed below by Employee.\nEmployee acknowledges and agrees that Gentiva is engaged in the highly competitive business of providing home healthcare and hospice services. Gentiva’s engagement in this business has involved and continues to involve the\nexpenditure of substantial amounts of money and the use of skills developed over a long period of time. As a result of these investments of money, skill and time, Gentiva has developed and will continue to develop certain valuable Trade\nSecrets and Confidential Information that are peculiar to Gentiva’s business and the disclosure of which would cause Gentiva great and irreparable harm. Gentiva also has invested a great deal of time and money in developing\nrelationships with its employees, vendors, patients and referral sources.\nEmployee acknowledges and agrees that in rendering services to Gentiva, Employee will be exposed to and learn much information about Gentiva’s business, including valuable Confidential Information and Trade Secrets, which\nEmployee would not have access to if not for Employee’s employment with Gentiva and which it would be unfair to disclose to others, or to use to Gentiva’s disadvantage.\nEmployee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Gentiva’s legitimate business interests in its Trade Secrets, valuable Confidential Information, relationships and\ngoodwill with its employees and relationships and goodwill with its existing and prospective vendors, patients and referral sources.\nEmployee acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as\nreasonably possible to protect Gentiva’s legitimate business interests in its Trade Secrets, valuable Confidential Information, relationships and goodwill with its employees and relationships and good will with its existing and prospective\nvendors, patients and referral sources.\nIn consideration of the mutual promises and obligations in this Agreement, including but not limited to, Gentiva employing and/or continuing to employ Employee as an at-will employee, and other good and valuable consideration, the\nreceipt and sufficiency of which are hereby mutually acknowledged, Gentiva and Employee agree as follows:\n1.\nNon-Solicitation of Patients\nEmployee agrees that during Employee’s employment with Gentiva and for a period of two (2) years after termination of Employee’s employment with Gentiva, either with or without cause upon the initiative of either Gentiva or\nEmployee, Employee will not solicit or attempt to solicit (either directly or by assisting others) any business from Gentiva’s patients or prospective patients which are actively being sought by Gentiva at the time of Employee’s termination\nfor the purpose of providing services that are competitive with the type of services provided by Gentiva at the time of Employee’s termination. This restriction shall apply only to patients and prospective patients with whom Employee had\nMaterial Contact during the last two years of Employee’s employment with Gentiva. For purposes of this Section 1 “Material Contact” means contact between Employee and an existing or prospective patient of Gentiva: (a) with whom\nEmployee dealt on behalf of Gentiva within two years prior to the date of Employee’s termination; (b) whose dealings with Gentiva were coordinated or supervised by Employee within two years prior to the date of Employee’s\ntermination; (c) about who
40195c43454bb219922c8132af9c909c.pdf	effective_date jurisdiction party term	EX-10.1 2 d507099dex101.htm EXHIBIT 10.1 - NON-COMPETE AND CONFIDENTIALITY AGREEMENT WITH\nJACK D. CRUSA\nExhibit 10.1\nNON-COMPETE AND CONFIDENTIALITY AGREEMENT\nThis Non-Compete and Confidentiality Agreement (this “Agreement”) is effective as of the 1st day of January, 2018 between Leggett &\nPlatt, Incorporated (“Company”), a Missouri corporation, and Jack Crusa (“Executive”).\nRECITALS\nA. Executive, through his global work in Company’s Specialized and Industrial Products Segments as well as his participation in company-wide\nstrategy and management sessions, is intimately familiar with many of Company’s products, customers and suppliers, has obtained confidential\nand trade secret business information of Company and its subsidiaries and has developed valuable expertise, goodwill, and business contacts and\nrelationships through his long tenure at the Company.\nB. Company wishes to restrict Executive’s ability to use such confidential information, trade secrets, expertise, business contacts and business\nrelationships in competition with Company’s business pursuits.\nC. Company and Executive have agreed to enter into this Agreement in recognition of the above.\nNOW THEREFORE, in consideration of the above and for good and valuable consideration, herein set forth, the parties intending to be\nlegally bound agree as follows:\nAGREEMENT\n1. Non-Competition. From January 1, 2018 and continuing for a period of three (3) years thereafter, Executive agrees as follows:\n1.1 . Executive will not (either individually or through any entity in which he may be an employee, agent, consultant, advisor, director,\nshareholder, partner or otherwise affiliated) directly or indirectly in any part of the Territory\na.\nengage in any Competitive Activities;\nb. design, develop, manufacture, assemble, process, distribute, market or sell any Covered Products, or advise, represent or\nconsult with any party not affiliated with Company in performing any of the foregoing;\nc.\nsolicit orders from or seek to do business with any customer or competitor of the Company or its affiliates relating to Covered\nProducts or Competitive Activities; or\nd.\ninfluence or attempt to influence any employee, representative, advisor, customer, or supplier of Company to terminate their\nemployment or relationship with the Company or its affiliates, or to alter their relationship in a way that would be detrimental\nto the Company or its affiliates.\n1.2 . Company’s subsidiaries and affiliates (i) are third party beneficiaries of this Section, (ii) shall have all rights and remedies allowed in\nlaw or equity (including injunctive relief) to prevent further violations, and (iii) may also seek damages resulting from any violation.\nExecutive has reviewed this Section and agrees the covenants are reasonable and necessary to protect Company and its affiliates.\n1\n1.3 . “Competitive Activities” means any manufacture, sale, distribution, engineering, development, design, management, promotion,\norganization, direction, capitalization, fundraising or other activities to compete, or form, promote, advance or develop any business which\ncompetes, with the business of the Company or any of the Company’s subsidiaries or affiliates.\n1.4 . “Covered Product” means any products produced or sold by the Company, or any of the Company’s affiliates, joint ventures or\nsubsidiaries (and any products that are competitive with or substitutes for such products), during Executive’s service as an employee to the\nCompany.\n1.5 . “Territory” means all of North America, Asia, Europe, and all other parts of the world in which Executive performed his duties for\nCompany (including without limitation the location of the businesses he managed directly or indirectly) at any time within the last five\nyears or where Company has sold any Covered Products.\n2. Confidentiality. Executive shall consider all information furnished by, or concerning, Company to be confidential and sh
411633d4b0a9472564e5820a12ed14df.pdf	effective_date jurisdiction party term	EX-99.(D).(5) 17 dex99d5.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(5)\nMarch 17, 2010\nFLIR Systems, Inc.\n27700 SW Parkway Ave.\nWilsonville. OR 97070\nAttention: Mr. Craig Stoehr\nDirector - Corporate Development and Investor Relations\nConfidentiality Agreement\nLadies and Gentlemen:\nIn connection with your consideration of a possible transaction (a “Transaction”) involving ICx Technologies, Inc. or certain of its affiliates,\nsubsidiaries, assets and/or business divisions (collectively, the “Company”), you have requested information. In consideration of, and as a condition\nto, your being furnished with such information and any other Evaluation Material (as defined below), the Company hereby requests your agreement\nas set forth herein. As used in this letter agreement (this “Agreement”), the term “Evaluation Material” means all information regarding the\nCompany, its businesses, technology, products, prospects and plans, a Transaction or the fact that the Company may pursue a Transaction with you\nor other parties, the existence and terms of this Letter Agreement and other information furnished to you in connection with the Transaction by the\nCompany or any of its Representatives (as defined below), irrespective of form or medium of communication, whether prepared by the Company, its\nRepresentatives or otherwise and whether furnished before, on or after the date of this Agreement, together with any and all analyses, compilations,\nsummaries, forecasts, studies or other materials prepared by you or your Representatives that contain, are based on or otherwise incorporate, in\nwhole or part, such information. The term “Representatives” includes, without limitation, FLIR Systems, Inc.’s affiliates and its and their respective\ndirectors, officers, employees, advisors, agents, representatives, financial institutions providing or underwriting solely debt financing or “controlling\npersons” (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)); provided, that, should you provide Evaluation\nMaterial to any such financial institution seeking to arrange debt financing, you shall promptly provide written notice to the Company as to the\nidentity of any such financial institution. The Company is being advised by Stone Key Partners LLC and the Stone Key Securities division of\nHudson Partners Securities LLC (together, “Stone Key”).\nUse of Evaluation Materials\nYou and your Representatives (i) will use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company\ninvolving you or your affiliates and (ii) will keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or\nlegal process, and only after compliance with the paragraph titled “Compelled Disclosure” below) will not, without the Company’s prior written\nconsent, disclose any information in the Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be\ndisclosed to those of your Representatives who need to know such information solely for the purpose of evaluating a possible Transaction with the\nCompany (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation\nMaterial, will be provided with a copy of this Agreement and will agree to be bound by the terms hereof). You will make all reasonable, necessary\nand appropriate efforts to safeguard Evaluation\nFLIR Systems, Inc.\nMarch 17, 2010\nPage 2\nMaterial from disclosure to anyone other than as permitted hereby. You agree to be responsible for any breach of this Agreement by your\nRepresentatives (including, without limitation, any actions or inactions by your Representatives that would constitute a breach if such\nRepresentatives were original signatories hereto).\nThe term “Evaluation Material” does not include any information which (i) at the time of disclosu
4190435db84ff3f203d1348a588786cb.pdf	effective_date jurisdiction party	EX-10 .3 4 a18-8439_1ex10d3.htm EX-10.3\nExhibit 10.3\nEMPLOYMENT NON-COMPETE , NON -SOLICIT AND CONFIDENTIALITY AGREEMENT\nThis EMPLOYMENT NON-COMPETE, NON -SOLICIT AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into between Citi Trends, Inc. , including its subsidiaries, affiliates, divisions, successors,\nand related entities (“Company”), and Stuart Clifford (“Employee”), effective as of the date signed by Employee below.\nFor and in consideration of the mutual covenants and agreements contained herein, including, but not limited to, Company agreeing to employ and/or continuing to employ Employee, and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree:\n1.\nEmployment; Scope of Services. Company shall employ and/or continue to employ Employee, and Employee shall be\nemployed and/or continue to be employed by Company, as Senior Vice President & Chief Financial Officer. Employee shall use\nhis/her best efforts and shall devote his/her full time, attention, knowledge and skills to the faithful performance of his/her duties and\nresponsibilities as a Company employee. Employee shall have such authority and such other duties and responsibilities as assigned\nby the Board of Directors. Employee shall comply with Company’s policies and procedures, shall conduct him/herself as an ethical\nbusiness professional, and shall comply with federal, state and local laws.\n2.\nAt-Will Employment. Nothing in this Agreement alters the at-will employment relationship between Employee and\nCompany or limits Company’s right to alter or modify Employee’s job title or job duties and responsibilities any time at Company’s\ndiscretion. Employment with Company is “at-will” which means that either Employee or Company may terminate the employment\nrelationship at any time, with or without notice, with or without cause. The date of Employee’s cessation of employment for any\nreason is the “Separation Date.”\n3.\nConfidentiality.\n(a)\nEmployee acknowledges and agrees that: (1) the retail sale of value-priced/off-price family apparel is an extremely\ncompetitive industry; (2) Company has an ongoing strategy for expansion of its business in the United States; (3) Company’s major\ncompetitors operate throughout the United States and some internationally; and (4) because of Employee’s position as Senior Vice\nPresident & Chief Financial Officer, he/she will have access to, knowledge of, and be entrusted with, highly sensitive and\ncompetitive Confidential Information and Trade Secrets (as defined in subsection (b) below) of Company, including without\nlimitation information regarding sales margins, purchasing and pricing strategies, marketing strategies, vendors and suppliers, plans\nfor expansion and placement of stores, and also specific information about Company’s districts and stores, such as staffing, budgets,\nprofits and the financial success of individual districts and stores, which Company has developed and will continue to develop and\nthe disclosure or use of which would cause Company great and irreparable harm.\n(b)\nAs used herein, “Confidential Information” means and includes any and all Company data and information in\nany form whatsoever (tangible or intangible) which: (1) relates to the business of Company, irrespective of whether the data or\ninformation constitutes a “trade\nsecret” (as defined below); (2) is disclosed to Employee or which Employee obtains or becomes aware of as a consequence of Employee’s relationship with Company; (3) has value to Company; and (4) is not generally known to\nCompany’s competitors. “Confidential Information” includes (but is not limited to) technical or sales data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data and statements,\nfinancial plans and strategies, product plans, sales or advertising information and plans, marketing information a
41a5c23ade4478c4c34200f2088da140.pdf	effective_date jurisdiction party term	EX-99.(D)(2)(A) 18 dex99d2a.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)(A)\nApril 22, 2008\nLS Cable Ltd.\nASEM Tower, (19-20F) 159\nSamsung-dong, Gangnam-gu\nSeoul 135-090\nKorea\nAttention: Mr. Choong-hyun Kim\nLadies and Gentlemen:\nYou are considering a possible negotiated transaction (the “Transaction”) with Superior Essex Inc. (collectively, with its affiliates,\nsubsidiaries, divisions and its and their predecessors, the “Company”). In connection therewith, the Company is willing to provide you with certain\nnon-public information concerning the Company. You acknowledge that certain of this information is proprietary to the Company and may include\ntrade secrets or other business information the disclosure of which could harm the Company. In consideration of the foregoing, you agree, and you\nagree to cause your directors, officers, employees, agents, advisors (including attorneys, accountants, investment bankers, consultants and any\nrepresentatives of such advisors), potential debt or equity financing sources (provided that such equity financing sources are limited to passive\ninstitutional investors who have executed a separate letter agreement with the Company substantially in the form of this letter agreement (a\n“Permitted Equity Financing Source”)), representatives and affiliates (collectively, “Representatives”), to treat any and all information concerning\nthe Company that is furnished to you or your Representatives (regardless of the manner in which it is furnished) now or in the future by or on behalf\nof the Company, together with any notes, analyses, compilations, studies, interpretations, documents or records containing, referring, relating to,\nbased upon or derived from such information, in whole or in part (collectively, “Evaluation Material”) in accordance with the provisions of this letter\nagreement, and to take or abstain from taking the other actions hereinafter set forth.\n1. The term “Evaluation Material” does not include information that (i) is or has become generally available to the public other than as a\nresult of a direct or indirect disclosure by you or your Representatives in breach of this letter agreement, (ii) was available to you or any of your\nRepresentatives, or has become available to you or any of your Representatives, on a non-confidential basis from a source other than the Company\nor any of its Representatives; provided, that the source of such information was not believed by you after reasonable inquiry to be bound by a\nconfidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information,\nor (iii) you or any of your Representatives independently developed without reference to Evaluation Material or any derivative thereof.\n2. You hereby agree that you will, and will cause your Representatives to, (a) use the Evaluation Material solely for the purpose of\nevaluating and pursuing a Transaction and not for any other purpose, (b) keep the Evaluation Material confidential and (c) not disclose any of the\nEvaluation Material in any manner whatsoever without the prior written consent of the Company or as expressly otherwise permitted by the terms\nhereof; provided, however, that you or your Representatives may disclose any of such information to your Representatives (i) who need to know\nsuch information for the sole purpose of evaluating the Transaction, (ii) who are\n1\ninformed by you of the confidential nature of such information, and (iii) who are provided with a copy of this letter agreement and agree to act in\naccordance with its terms as if they were bound hereby or are otherwise bound by a duty of confidentiality. You agree to be responsible to the\nCompany for any breach of this letter agreement by any of your Representatives.\n3. Each of the parties agree that it and its Representatives will not disclose, without the prior written consent of the other party, to any\nother person tha
4211392caaa68235bda27fe40fcf9212.pdf	effective_date jurisdiction party term	EX-10.35 9 dex1035.htm NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT &\nCONFIDENTIALITY AGREEMENT\nExhibit 10.35\nNON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT AND\nCONFIDENTIALITY AGREEMENT\n[name of employee]:\nYRC Worldwide Inc., a Delaware corporation (“YRCW”), has determined that you are important to the operation of the business of YRCW\nand its subsidiaries (collectively, the “Company”). As a key employee, in the course of your work, you will, or have, become aware of information of\na confidential nature pertaining to the business of the Company. The Company maintains policies and procedures with respect to the use and the\ndissemination of confidential information. Your employment creates a relationship of confidence and trust between you and the Company with\nrespect to any information applicable to the business of the Company which may be, or has been, made known to you by the Company or learned by\nyou in the course of your work. You understand that you have an obligation to preserve the confidentiality of this information and use it only for the\npurpose for which it was obtained. To further protect this confidential information and to prevent you from using this information and your skills\ngained in the course of your employment with the Company in competition with the Company, YRCW desires to provide you Consideration (defined\nbelow) to obtain your agreement not to compete with the Company and to abide by the other covenants in this agreement as described in the terms of\nthis agreement below.\nIn exchange for the payments of Consideration to you and other good and valuable consideration, the receipt and adequacy of which are hereby\nacknowledged, you understand and agree that your undertakings set forth below are material and essential terms to YRCW, and accordingly you\nexpressly agree that:\n1. Non-Competition. You acknowledge that the agreements and covenants contained in this Section 1 are essential to protect the value of the\nbusiness and assets of the Company and by your prior and continued employment with the Company you have obtained, and will continue to\nobtain, valuable confidential information, knowledge, contacts and experience, and there is a substantial probability that this confidential\ninformation, knowledge, contacts and experience could be used to the substantial advantage of a competitor of the Company to the Company’s\nsubstantial detriment. Therefore, you agree that so long as the Company employs you and during the Restricted Period (defined below), you\nshall not, and shall cause your controlled affiliates not to, directly or indirectly (other than in your capacity as an employee of the Company),\nown, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary,\nfinancial, or otherwise), or participate in the ownership, management, operation, or control of any business of providing products or services of\nthe same or similar type as the products or services sold or delivered (or, pursuant to an existing business plan, will be sold or delivered) to\ncustomers of the Company (the “Business”) in any geographic region for which you had direct or indirect responsibility on behalf of the\nCompany or in any geographic region for which you had confidential information of the Company. It shall not be a violation of Sections 1 or 2\nif you become the registered or beneficial owner of up to 5% of any class of the capital stock of a business that is either registered under the\nSecurities Exchange Act of 1934, as amended, or is traded on any foreign stock exchange or if you become employed by or maintain an\ninterest in a law, accounting, consulting or financial advisory firm so long as you do not personally provide advice or services to a competitor\nof the Company as an employee or interest owner during the Restricted Period. For the purposes of this agreement, the “Restricted Period”\nmeans the period 
432b1e62deca99f4510ca4ebded0e667.pdf	effective_date jurisdiction party term	EX-10.2 4 dex102.htm NON-COMPETITION, NON-DISCLOSURE AND INTELLECTUAL AGREEMENT -\nKENNETH F. BUECHLER\nExhibit 10.2\nNON-COMPETITION, NON-DISCLOSURE\nAND\nINTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT\nThis Non-competition, Non-disclosure and Intellectual Property Assignment Agreement (the “Agreement”) entered into as of May 17, 2007, is\nhereby made by and between INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation (the “Company”) and, BIOSITE\nINCORPORATED, a Delaware corporation (the “Employer”), on the one hand, and Kenneth Buechler, an individual, who is a resident of and\nemployed in the State of California (“Employee”), on the other hand.\nA. The Company, Employer, and Inca Acquisition, Inc., a wholly-owned subsidiary of the Company, are entering into an Agreement and Plan\nof Merger dated as of May 17, 2007 (the “Merger Agreement”), which provides for the acquisition of Employer by the Company, upon which\nEmployer would become a wholly owned subsidiary of the Company;\nB. Employee, Company and Employer desire to enter into this Agreement in connection with the transactions contemplated by the Merger\nAgreement, contingent and effective upon the Effective Time (as defined in the Merger Agreement);\nC. Employee is the owner of 256,993 shares of Common Stock of Employer and has options to purchase 362,896 shares of Common Stock of\nEmployer (the “Employee Options”), and thereby stands to benefit by, and receive consideration from, the transactions contemplated by the Merger\nAgreement.\nD. Contingent and effective upon the Effective Time, Employee will become employed by Employer.\nE. Company and Employer desire to protect their interest in the business acquired, including the goodwill of that business, from unfair\ncompetition or misappropriation of the intellectual property of the business.\nNOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:\n1. Assignment of Intellectual Property Rights.\n(a) Definition of “Inventions.” As used herein, the term “Inventions” shall mean all inventions, discoveries, improvements, original\nworks of authorship, trade secrets, formulas, techniques, data, programs, systems, specifications, documentation, algorithms, flow charts, logic\ndiagrams, source codes, object codes, processes, and other technical, business, product, marketing or financial information, plans, or other subject\nmatter pertaining to the Company, Employer or any of their respective parents, subsidiaries, affiliates, customers, consultants or licensees, whether or\nnot patented, tested, reduced to practice, or subject to patent, trademark, copyright, trade secret, mask work or other forms of protection (including\nall rights to obtain, register, perfect, renew,\nextend, continue, divide and enforce these proprietary interests), which are made, created, authored, conceived, modified, enhanced or reduced to\npractice by Employee, either alone or jointly with others, during Employee’s employment with Employer or the Company or any of their respective\nparents, subsidiaries or affiliates, and for so long as Employee is otherwise employed by any of them, whether or not during normal working hours,\nwhich (A) relate to the actual or anticipated business, activities, research, or investigations of Employer or the Company or any of their respective\nsubsidiaries or affiliates or (B) result from or are suggested by work performed by Employee for Employer or the Company or any of their respective\nparents, subsidiaries or affiliates (whether or not made or conceived during normal working hours or on the premises of Employer), or (C) which\nresult, to any extent, from use of the time, material, proprietary information, premises or property of Employer or the Company or any of their\nrespective parents, subsidiaries or affiliates.\n(b) Work for Hire. Subject to Section 1(d), Employee expressly acknowledges that all copyrightable aspects of 
435a0f577af080017a53be085d366971.pdf	effective_date jurisdiction party term	EX-10 .17 2 nke-5312018xexhibit1017.htm EXHIBIT 10.17\nEXHIBIT 10.17\nEmployee ID: _________________\nStart Date: ___________________\nHiring Manager: _______________\nCOVENANT NOT TO COMPETE\nAND NON-DISCLOSURE AGREEMENT\nPARTIES:\n________________\n(“EMPLOYEE”)\nand\nNIKE, Inc., and its parent, divisions, subsidiaries, affiliates, successors and assigns (“NIKE”):\nRECITALS:\nA. This Covenant Not to Compete and Non-Disclosure Agreement is executed upon EMPLOYEE's bona fide\nadvancement with NIKE and is a condition of such advancement. Employee acknowledges that he/she was\ninformed in a written job offer at least two weeks before starting work in his/her new position that this\nCovenant Not to Compete and Non-Disclosure Agreement is required and is a condition of advancement.\nB. Over the course of EMPLOYEE's employment with NIKE, EMPLOYEE will be or has been exposed to and/or\nis in a position to develop confidential information peculiar to NIKE's business and not generally known to\nthe public as defined below ("Protected Information"). It is anticipated that EMPLOYEE will continue to be\nexposed to Protected Information of greater sensitivity as EMPLOYEE advances in the company, and this\nAgreement will remain in effect in the event EMPLOYEE advances and until EMPLOYEE leaves the\ncompany or it is superseded by a new written agreement executed by the parties.\nC. The nature of NIKE's business is highly competitive, and disclosure of any Protected Information would\nresult in severe damage to NIKE and be difficult to measure.\nD. NIKE makes use of its Protected Information throughout the world. Protected information of NIKE can be\nused to NIKE’s detriment anywhere in the world.\nAGREEMENT:\nIn consideration of the foregoing, and the terms and conditions set forth below, the parties agree as follows:\n1. Covenant Not to Compete\n(a) Competition Restriction. During EMPLOYEE’s employment at NIKE, under the terms of any employment\ncontract or otherwise, and for one (1) year thereafter (the "Restriction Period"), EMPLOYEE will not directly\nor indirectly own, manage, control or participate in the ownership, management or control of, or be employed\nby, consult for or be connected in any manner\nwith, any business engaged anywhere in the world in the athletic footwear, athletic apparel or sports\nequipment, sports electronics/technology and sports accessories business, or any other business that\ndirectly competes with NIKE or any of its parent, subsidiaries or affiliated corporations (a "Competitor"). This\nprovision is subject to NIKE's option to waive all or any portion of the Restriction Period as more specifically\nprovided below.\n(b) Extension of Time. In the event EMPLOYEE breaches this covenant not to compete, the Restriction Period\nshall automatically toll from the date of the first breach, and all subsequent breaches, until the resolution of\nthe breach through private settlement, judicial or other action, including all appeals. The Restriction Period\nshall continue upon the effective date of any such settlement, judicial or other resolution. NIKE shall not be\nobligated to pay EMPLOYEE the additional compensation described in paragraph 1.1 below during any\nperiod of time in which this Agreement is tolled due to EMPLOYEE's breach. In the event EMPLOYEE\nreceives such additional compensation after any such breach, EMPLOYEE must immediately reimburse\nNIKE in the amount of all such compensation upon the receipt of a written request by NIKE.\n(c) Waiver of Non-Compete. NIKE has the option, in its sole discretion, to elect to waive all or a portion of the\nRestriction Period or to limit the definition of Competitor by giving EMPLOYEE seven (7) days' prior notice of\nsuch election. In the event all or a portion of the Restriction Period is waived or the definition of Competitor is\nlimited, NIKE shall not be obligated to pay EMPLOYEE for any period of time as to which the covenant not to\ncompete has been waived.\n(d) Additio
435fb4cdacfab964d3f243d3002a903b.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 10 d476767dex99d2.htm NON-DISCLOSURE AGREEMENT\nExhibit (d)(2)\nOctober 15, 2012\nIn connection with our mutual consideration of a possible business transaction (the “Potential Transaction”) between JLL Partners, Inc., (the\n“Receiving Party”) and BioClinica, Inc., a Delaware corporation (the “Company” or the “Furnishing Party”), the Receiving Party has requested\ncertain financial and other information concerning the business and affairs of the Company. The Company, from time to time, may furnish to the\nReceiving Party certain Review Material (as defined below) as the Furnishing Party, in its sole and absolute discretion, may determine to furnish\nfrom time to time. As a condition to furnishing and receiving such Review Material, we each agree to comply with the terms and conditions set forth\nbelow in this agreement (this “Agreement”):\n1. Review Material.\nThe term “Review Material” includes (a) all information that the Furnishing Party or any of its Representatives (as defined below), on behalf\nof the Furnishing Party, will furnish to the Receiving Party or its Representatives (in written, oral, visual, electronic or other form) on or after the\ndate of this Agreement, including the terms of the Potential Transaction, and (b) all notes, analyses, compilations, studies, interpretations or other\ndocuments or materials prepared by the Receiving Party or its Representatives which contain, reflect or are based, in whole or in part, upon such\ninformation furnished to the Receiving Party or its Representatives by the Furnishing Party. For purposes hereof, “Representatives” shall mean a\nparty’s affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and its and\ntheir directors, officers, members, partners, employees, agents, representatives, consultants, accountants, lenders, attorneys and advisors, together\nwith any current or potential financing sources involved in connection with the Potential Transaction.\n2. Use and Disclosure of Review Material.\n(a) Review Material shall at all times be kept strictly confidential and shall not be used or disclosed by the Receiving Party other than as\npermitted hereunder.\n(b) The Receiving Party shall use the Review Material only for the purpose of evaluating, negotiating and implementing the Potential\nTransaction and shall not use the Review Material in any way in violation of this Agreement. The Receiving Party may only disclose Review\nMaterial to persons within its and its Representatives’ organizations who (i) are assisting in Receiving Party’s evaluation, negotiation or\nimplementation of the Potential Transaction, and (ii) are informed in writing by the Receiving Party of the confidential nature of such information\nand the undertakings contained herein, unless such Representative’s employer has already executed a letter on behalf of its employees to treat such\ninformation confidentially or such Representative owes a legal duty to the Receiving Party to treat such information confidentially. Notwithstanding\nthe foregoing, the Receiving Party shall be responsible for any breach of this Agreement by its Representatives.\n(c) The Receiving Party agrees that, without the prior written consent of the Company, the Receiving Party will not (and will direct its\nRepresentatives not to) disclose to any other person aside from its Representatives the fact that the Receiving Party is considering a Potential\nTransaction with the Company, that this Agreement exists, that the Review Material has been made available to the Receiving Party, that discussions\nor negotiations are taking place concerning a Potential Transaction involving the Company or any of the terms, conditions or other facts with respect\nthereto (including the status thereof), except in accordance with the procedures set forth in paragraph (d) below. Likewise, the Furnishing Party\nagrees that, without the prior writt
43b69303f4e6e3dcd8df323020a6453e.pdf	effective_date jurisdiction party term	EX-99.E .25 14 dex99e25.htm MUTUAL NONDISCLOSURE AGREEMENT BETWEEN THE COMPANY &\nXEROX\nExhibit (e)(25)\nMutual Non-Disclosure Agreement\nMutual Non-Disclosure Agreement by and between Xerox Corporation, a New York corporation (“Xerox”) and Global Imaging Systems, Inc., a\nDelaware corporation (“Participant”). In order to explore the possibility of entering into a business relationship (which relationship may take one or\nmore of many forms including, without limitation, joint venture, partnership, investment, equity or asset acquisition, supply agreement or services\nagreement), Xerox and Participant wish to exchange and protect certain confidential information (as defined below). Therefore, Xerox, for itself and\nits subsidiaries and affiliates, and Participant, for itself and its subsidiaries and affiliates, (Xerox and Participant are hereinafter each individually\nreferred to as a “Party” and collectively referred to as the “Parties”) agree that:\n1. The effective date of this non-disclosure agreement (this “Agreement”) is February 12, 2007 (the “Effective Date”).\n2.\n“Confidential Information” shall mean all business information of a Discloser (as defined below) that is disclosed or furnished after the\nEffective Date to a Recipient (as defined below) or its Representative (as defined below) by or on behalf of a Discloser, whether in written,\noral, electronic, Web site-based or other form, and includes any copies, reports, analyses, compilations, studies, notes. Interpretations or other\ndocuments prepared by a Recipient which contain, otherwise reflect or are generated from such information. Confidential Information\nincludes, but is not limited to, customer and vendor-related data, services/support information, and information about products, strategies and\nplans. This Agreement also includes Confidential Information acquired during any facilities tours.\n3. The Confidential Information shall be kept confidential and a Recipient shall not disclose any of the Confidential Information in any manner\nwhatsoever; provided, however, that the Recipient may disclose the Confidential Information only to those of the Recipient’s Representatives\nwho need to know such information for the sole purpose of evaluating a Potential Transaction (as defined below), who agree to keep such\ninformation confidential and who will be bound by the terms hereof to the same extent as if they were parties hereto. In any event, the\nRecipient shall be responsible for any failure to comply with the terms of this Agreement by any of its Representatives and the Recipient\nagrees, at its sole expense, to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of\nthe Confidential Information. “Representative” shall mean, as to any Party, such Party’s directors, officers, members, partners, employees,\nagents, advisors (including financial advisors, legal counsel and accountants) and controlling persons.\n4. Additionally, without the prior written consent of the Discloser, the Recipients and their Representatives shall not disclose to any other person\nthat the Confidential Information has been made available to the Recipients, that meetings, discussions or negotiations have taken, are taking\nor will take place between the Parties concerning a Potential Transaction or any of the terms, conditions or other matters discussed with respect\nthereto (including the status thereof), except as may be required by law.\n5. The Parties receiving Confidential Information (each, a “Recipient”) from the other Parties disclosing Confidential Information (each, a\n“Discloser”) will use the Confidential Information solely for the purpose of evaluating or undertaking a possible business relationship with or\nregarding the other Party (a “Potential Transaction”), and not for the purpose of forming, operating or participating in a competitive venture or\nany other purpose. A Recipient
46b766a3ff00cb8bd64a014cd65d7db2.pdf	jurisdiction	Exhibit 10.17\nFORM OF NON-COMPETITION, NON-SOLICITATION\nAND NON-DISCLOSURE AGREEMENT\n[For Bernard D. Berman, Ivelin M. Dimitrov, Alexander C. Frank and Todd G. Owens]\nThis Non-Competition, Non-Solicitation and Non-Disclosure Agreement (“Agreement”) is entered into between\n[NAME] (“Employee”) and FSC CT, Inc. (“Fifth Street”), a Connecticut corporation, as of the [__] day of [MONTH], 2014.\nIn this Agreement, Employee and Fifth Street are collectively referred to as the “parties”. The term “Company” as used in\nthis Agreement includes Fifth Street and all direct and indirect subsidiaries and affiliates of Fifth Street, including, without\nlimitation, Fifth Street Management LLC (the “Advisor”), Fifth Street Asset Management Inc. (“FSAM”), Fifth Street\nHoldings, L.P ., Fifth Street Finance Corp. (the “BDC”), Fifth Street Senior Floating Rate Corp. (the “BDC II”), Fifth Street\nSenior Loan Fund I Operating Entity, LLC, Fifth Street Senior Loan Fund II Operating Entity, LLC, Fifth Street Credit\nOpportunities Fund, L.P ., Fifth Street Mezzanine Partners II, L.P ., Fifth Street Capital LLC, Fifth Street Capital West, Inc.,\nFSC, Inc., FSC Midwest, Inc. and any entities formed after the date hereof which engage the Company to provide\nservices, and any affiliates of Fifth Street formed after the date hereof.\n1.\nConsideration. Employee acknowledges that he has been advised by Fifth Street that the restrictions\nand covenants contained in this Agreement, and Employee's agreement to such terms, are of the essence to this\nAgreement and constitute a material inducement to Fifth Street (i) to enter into this Agreement (including, without\nlimitation, agreeing to the terms of Section 2) for the benefit of the Company, and (ii) to employ Employee [FOR\nMESSRS. BERMAN, DIMITROV AND FRANK: on the terms set forth in the Letter Agreement between the Employee\nand Fifth Street, dated as of [____], 2014 (the “Letter Agreement”)]. Employee acknowledges that the Company will not\nemploy Employee without Employee’s agreement to comply with the restrictions and covenants contained in this\nAgreement and without Employee’s execution of this Agreement. Employee acknowledges and agrees that the\nCompany’s providing employment to Employee is full and complete consideration for the promises and agreements\nmade by Employee herein.\n2.\nNon-Compete.\n(a)\nNon-Competition Period. As used in this Agreement, the term “Non-Competition Period” shall mean the\nperiod of Employee's employment with the Company and the one-year period commencing on the date that Employee’s\nemployment with the Company terminates, regardless of the reason for such termination and regardless of whether the\ntermination was voluntary or involuntary (or the three (3) month period commencing on the date that (i) Employee’s\nemployment with the Company is terminated by the Company other than for “Cause” (as defined in Exhibit A) within\nninety (90) days prior to a “Change in Control” (as defined in Section (4) below), or (ii) Employee’s employment is\nterminated at any time on or after a “Change in Control” (as defined in Section (4) below)); provided that in the event of a\ntermination of Employee’s employment for any reason other than for Cause (as defined on Exhibit A), the Company shall,\nsubject to the following conditions, pay Employee during the Non-Competition Period the sum of (i) his base salary (or a\npro rata portion, if the Non-Competition Period is less than one year in duration), pursuant to the Company’s customary\npayroll policies, plus (ii) [FOR MR. OWENS ONLY: a bonus (or a pro rata portion, if the Non-Competition Period is less\nthan one year in duration) equal to the average of the discretionary bonuses received by Employee over the preceding\ntwo years (but no less than $1.5 million with respect to any termination in 2014 or 2015]/[FOR MESSRS. BERMAN,\nDIMITROV AND FRANK: a bonus (or a pro rata portion, if the Non-Competition Peri
480fcdb1b3d02989c11ace2c69bc9ba6.pdf	effective_date jurisdiction party	EX-10 .5 15 a2215704zex-10 _5.htm EX-10 .5\nEXHIBIT B\nCONTROL4 CORPORATION\nCONFIDENTIAL INFORMATION AND\nINTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT\nAs a condition of my relationship with Control4 Corporation, its subsidiaries, affiliates, successors or assigns (together the “Company”), and for other valuable consideration, the receipt and sufficiency of which is hereby\nacknowledged, I agree to the following terms under this Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):\n1.\nConfidential Information.\n(a)\nCompany Information. I agree at all times during the term of my relationship with the Company whether commenced prior to or upon the date of this Agreement (my “Relationship with the\nCompany”) and thereafter to hold in strictest confidence, and not to use except for the benefit of the Company or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company, any\nConfidential Information of the Company. I understand that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans,\nproducts, services, suppliers, prices and costs, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my Relationship with the\nCompany), markets, works of original authorship, photographs, negatives, digital images, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information,\nmarketing, finances or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. I understand that Confidential Information includes,\nbut is not limited to, information pertaining to any aspect of the Company’s business which is either information not known by actual or potential competitors of the Company or other third parties not under confidentiality obligations to\nthe Company, or is otherwise proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise. I further understand that Confidential Information does not include any of the foregoing items\nwhich has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.\n(b)\nOther Employer Information. I agree that I will not, during my Relationship with the Company, improperly use or disclose any proprietary information or trade secrets of any former or\nconcurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in\nwriting by such employer, person or entity.\n(c)\nThird Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the\nCompany’s part to maintain the confidentiality of such information and to use it\nonly for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work\nfor the Company consistent with the Company’s agreement with such third party.\n2.\nIntellectual Property.\n(a)\nAssignment of Intellectual Property. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby\nassign to the Company, or its designee, all my right, title, and interest in and to any original works of authorship, invention
48ea1356bbca6bde4defd0879b83d9b5.pdf	effective_date jurisdiction party term	EX-10.24 26 filename26.htm\nExhibit 10.24\nMAVENIR SYSTEMS, INC.\nEMPLOYMENT, CONFIDENTIAL INFORMATION, AND INVENTION ASSIGNMENT AGREEMENT\nAs a condition of my employment with Mavenir Systems, Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns\n(collectively, the “Company”) and in consideration of my receipt of confidential information upon execution of this Agreement and my receipt of the\ncompensation now and hereafter paid to me by the Company, I agree to the following terms and conditions of this Employment, Confidential\nInformation, and Invention Assignment Agreement (the “Agreement”) which shall be effective as of the date set forth in the signature block\n(“Effective Date”):\n1. At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN\nUNSPECIFIED DURATION AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO\nTHE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE COMPANY’S CHIEF\nEXECUTIVE OFFICER OR PRESIDENT. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT\nANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR\nMYSELF, WITH OR WITHOUT NOTICE. I FURTHER ACKNOWLEDGE THAT THE COMPANY MAY MODIFY JOB TITLES, SALARIES,\nAND BENEFITS FROM TIME TO TIME AS IT DEEMS NECESSARY, AND THAT ANY SUCH CHANGE SHALL NOT ALTER THE AT-\nWILL NATURE OF MY EMPLOYMENT RELATIONSHIP WITH THE COMPANY.\n2. Confidential Information.\n(a) Company Information. I agree at all times during the term of my employment and thereafter to hold in strictest confidence, and not to\nuse, except for the benefit of the Company, any of the Company’s Confidential Information; or disclose to any person, firm or corporation any of the\nCompany’s Confidential Information except as authorized in writing by the Company’s Board of Directors or, if expressly authorized by the\nCompany’s management, pursuant to a written nondisclosure agreement that sufficiently protects the Confidential Information. I understand that\n“Confidential Information” means any information that relates to the Company’s actual or anticipated business or research and development,\ntechnical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding the Company’s\nproducts or services and markets therefor, customer lists and customers (including, but not limited to, the Company’s customers on whom I called or\nwith whom I became acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs,\ndrawings, engineering, hardware configuration information, marketing, finances or other business information. I further understand that Confidential\nInformation (i) includes the foregoing information even if disclosed to me in connection with the contemplation of my becoming an employee of the\nCompany, i.e., prior to the Effective Date, and (ii) does not include any of the foregoing items that is or becomes publicly known through no\nwrongful act or omission of mine or of others who were under confidentiality obligations as to the item or items involved or improvements or new\nversions thereof.\n(b) Former Employer Information. I agree that I will not, during my employment with the Company, improperly use, disclose, or induce\nthe Company to use any confidential or proprietary information or trade secrets of any former or concurrent employer or other person or entity and\nthat I will not bring onto the premises of the Company any confidential or proprietary information or trade secrets belonging to any such employer,\nperson or entity unless consented to in writing by both the Company and such employer, person or entity.\n(c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential\nor proprietary
493ef7e50f4c6d6d506180e77608f9bb.pdf	effective_date jurisdiction party term	EX-10 .3 16 exhibit10_3release.htm MUTUAL SETTLEMENT, RELEASE OF DEBT, COVENANT NOT TO SUE, WAIVER, AND NON-\nDISCLOSURE AGREEMENT BETWEEN CORPSENSE CONSULTING AND CADDYSTATS, INC.\nExhibit 10.3\nMUTUAL SETTLEMENT, RELEASE OF DEBT, COVENANT NOT\nTO SUE, WAIVER, AND NON-DISCLOSURE AGREEMENT (“Agreement”)\nWHEREAS, Corpsense Consulting., collectively and on behalf of all successors, heirs, executors, administrators, legal\nrepresentatives, and assigns (hereinafter referred to collectively as “Corpsense”), and Caddystats, Inc., and their successors and\nlegal representatives and (hereinafter referred to collectively as the “Company”), have reached an agreement with respect to all\nmatters relating to the debts for services rendered to the Company, including but not limited bookkeeping services and any and all\nagreements, understandings or commitments Corpsense may have had with the Company up until even date herewith;\nNOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, Corpsense and Company\nagree as follows:\n1. Full Satisfaction. Corpsense and Company, by entering into this Agreement, accept the benefits and covenants to be\nconferred hereunder in full and complete satisfaction of any and all asserted and unasserted debts and claims of any kind or\ndescription against Company and Corpsense as of the date of this Agreement, including, but not limited to, any asserted and\nunasserted claims arising under any Federal, State and/or local law, including but not limited to any case law both Federal and\nState, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Securities and\nExchange Commission regulations, any and all Delaware statutes and case law including but not limited to the Delaware\nCode, Title 8 of the Delaware Code and any other “blue sky law”, local ordinance, and/or other duty and/or other corporate\nrelated obligation as well as any claims arising from tort, <20>ortuous course of conduct, fraud, contract (including but not\nlimited to any written, oral, or implied contract), obligations of “good faith,” public policy, statute, common law, equity, and\nall claims for monetary and equitable relief, punitive and compensatory relief, and attorneys’ fees and costs.\n2. Release. In consideration of the benefits, covenants and undertakings above, Corpsense and Company hereby release and\ndischarge the other from any and all liability, and waive any and all rights of any kind and description that Corpsense or\nCompany has or may have against the other as of the date of this Agreement including, but not limited to, any asserted and\nunasserted claims arising under any Federal, State and/or local law, including but not limited to any case law both Federal and\nState, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Securities and\nExchange Commission regulations, any and all Delaware statutes and case law including but not limited to the Delaware\nCode, Title 8 of the Delaware Code and any other “blue sky law”, local ordinance, and/or other duty and/or other corporate\nrelated\nobligation as well as any claims arising from tort, <20>ortuous course of conduct, fraud, contract (including but not limited to\nany written, oral, or implied contract), obligations of “good faith,” public policy, statute, common law, equity, and all claims\nfor monetary and equitable relief, punitive and compensatory relief, and attorneys’ fees and costs.\n3. Non-Disparagement. Corpsense and Company each agree that except, for truthful statements in any proceeding to enforce\nthis Agreement or pursuant to a valid Subpoena or Court Order, neither will make or publish any statement (orally or in\nwriting) that becomes or reasonably could be expected to become publicly known, or instigate, assist or participate in the\nmaking or publication of any such statement, which would libel, slander or disparage
495f7d16921a1c8531be0844db0828a4.pdf	effective_date jurisdiction party	MUTUAL CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT made this 1st day of February, 2011, by and between The Citizens Bank of Logan, an\nOhio banking corporation having its principal offices at 188 West Main Street, Logan, Ohio 43138 (the “Bank”), and John\nDemmler, an individual having an address at Logan, Ohio 43138 (Demmler). As used in this Agreement, “Parties” shall\nrefer to the Bank and Demmler collectively, and “Party” shall refer to the Bank and Demmler individually.\nWITNESSETH:\nWHEREAS, the Parties desire to enter into negotiations regarding the potential employment of Demmler by\nthe Bank (the “Negotiations”); and\nWHEREAS, in connection with the Negotiations, Demmler may receive certain non-public or confidential\ninformation regarding the Bank and its affiliates, including, without limitation, information relating to the management,\noperation, financial condition and/or regulation of the Bank and its affiliates (collectively, “Confidential Information”); and\nWHEREAS, as a condition to furnishing any Confidential Information to Demmler, the Bank is requiring that\nDemmler agree to keep such Confidential Information confidential; and\nWHEREAS, as a condition to entering into the Negotiations, Demmler is requiring that the Bank agree to\nkeep the Negotiations (including the existence thereof) confidential;\nNOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement,\nthe Parties agree as follows:\n1. Demmler agrees to maintain as confidential any and all Confidential Information furnished to him/her by\nthe Bank or its representatives, including, without limitation, its directors, officers, employees, agents, accountants,\nconsultants, counsel, advisors and regulators (collectively, “Representatives”), and shall not disclose such Confidential\nInformation to any other person; provided, however, that the obligation to maintain the confidentiality of such Confidential\nInformation shall not extend to information which (i) is or becomes generally available to the public other than as a result\nof a disclosure by Demmler (ii) is or becomes available to Demmler from a source other than the Bank or its\nRepresentatives, provided that such source is not, and was not, bound by a confidentiality agreement with the Bank or its\nRepresentatives, or (iii) was available to Demmler on a nonconfidential basis prior to disclosure.\n2. Notwithstanding any provision of this Agreement to the contrary, if Demmler is requested or required in\na judicial, administrative or governmental proceeding to disclose (by deposition, interrogatory, request for documents,\nsubpoena, civil investigative demand or similar process) any Confidential Information contemplated by this Agreement,\nDemmler agrees to provide the Bank with Prompt written notice of such request and all related proceedings so the Bank\nmay seek an appropriate protective order or take any other action. If, as a result of any such request or requirement,\nDemmler is compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or other\ncensure or penalty, Demmler may disclose only that portion of the Confidential Information which he/she is advised by\nlegal counsel in writing is legally required to be disclosed, (ii) shall use his/her best efforts to obtain assurance that\nconfidential treatment will be accorded such Confidential Information, and (iii) shall not be liable for such disclosure if\nDemmler complies with the notice provision of this paragraph, unless such disclosure was caused by, or resulted from, a\nprevious disclosure by Demmler not permitted by this Agreement.\n3. In the event that the Negotiations do not result in the employment of Demmler by the Bank, upon the\nrequest of the Bank, Demmler shall promptly deliver to the Bank all Confidential Information in his/her possession or\ncontrol, without retaining any copy whatsoever. In the event such a request is made, Demmler shall deliver to 
4b61ebe0ae19176364a51c755d7941ea.pdf	effective_date jurisdiction party term	EX-10.1 3 dex101.htm CONFIDENTIALITY AND STANDSTILL AGREEMENT\nExhibit 10.1\nLOGO\nCost Plus, Inc.\n200 4th Street\nOakland, CA 94607\nTel: (510) 893-7900\nwww.costplusworldmarket.com\nMr. Warren A. Stephens\nStephens Investments Holdings LLC\n111 Center Street\nLittle Rock, AR 72201\nStephens Investments Holdings LLC\n111 Center Street\nLittle Rock, AR 72201\nJanuary 7, 2009\nGentlemen:\nAs you know, Stephens Investments Holdings LLC (“SIH”) filed a second Amendment to Schedule 13D with the Securities and Exchange\nCommission on December 5, 2008, concerning the beneficial ownership by Warren A. Stephens and SIH (collectively, the “Receiving Party”) of\nshares of common stock, par value $0.01 per share (the “Common Stock”), of Cost Plus, Inc., a California corporation (the “Disclosing Party”). As\nyou also know, the Disclosing Party has entered into an Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 2008, by\nand between the Disclosing Party and Computershare Trust Company, N.A. (the “Rights Agreement”). In response to the Receiving Party’s request,\nthe Disclosing Party has agreed to and expects to deliver to the Receiving Party, following the execution and delivery of this letter agreement by the\nReceiving Party, certain information about its properties, employees, finances, businesses and operations that has previously been prepared, in the\nordinary course.\nIn consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which is hereby\nacknowledged, the parties hereto agree as follows:\nSubject to the approval by the Disclosing Party’s Board of Directors (“Board of Directors”), as well as the terms and conditions of the Rights\nAgreement, the Disclosing Party agrees to exempt the Receiving Party from the definition of Acquiring Person (as such term is defined in\nSection 1(a) of the Rights Agreement) in the Rights Agreement such that the Receiving Party’s beneficial ownership of up to and including 19.9% of\nthe amount of the issued and outstanding Common Stock shall not constitute a Triggering Event (as such term is defined in Section 1(qq) of the\nRights Agreement) in the Rights Agreement.\nAll information (i) about the Disclosing Party and (ii) about any third party (which information was provided to the Disclosing Party subject to\nan applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to the\nReceiving Party, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is referred to in this letter\nagreement as “Proprietary Information.” Proprietary Information shall not include, however, information which (i) is or becomes generally available\nto the public other than as a result of a disclosure by the Receiving Party in violation of this letter agreement; (ii) was available to the Receiving\nParty on a nonconfidential basis prior to its disclosure by the Disclosing Party or its Representatives; (iii) becomes available to the Receiving Party\non a nonconfidential basis from a person other than the Disclosing Party or its Representatives who is, to the Receiving Party’s knowledge, not\notherwise bound by a confidentiality agreement with the Disclosing Party or any or its Representatives, or is otherwise not under an obligation to the\nDisclosing Party or any of its Representatives not to transmit the information to the Receiving Party; or (iv) was independently developed by the\nReceiving Party without reference to or use of the Proprietary Information. For purposes of this letter agreement, (i) “Representative” shall mean, as\nto any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants);\nand (ii) “person” shall be broadly interpreted to include, without limitation, any corporation, com
4b98c7cfb5b715a77cd657209da58aa2.pdf	jurisdiction	EX-10 .1 2 a18-18045 _2ex10d1.htm EX-10.1\nExhibit F-2\nEMPLOYEE INVENTIONS AND PROPRIETARY INFORMATION AGREEMENT\nThe following agreement (the “Agreement”) between Boingo Wireless, Inc., a Delaware corporation (the “Company”), and the individual\nidentified on the signature page to this Agreement (“Employee” or “I”) is effective as of the first day of Employee’s employment by\nthe Company and confirms and memorializes the agreement that (regardless of the execution date hereof) the Company and I have\nhad since the commencement of my employment. I acknowledge that this Agreement is a material part of the consideration for my\nemployment or continued employment by the Company. In exchange for the foregoing and for other good and valuable consideration,\nincluding my access to and use of the Company’s Inventions (defined below) and Proprietary Information (defined below) for\nperformance of my employment, training and/or receipt of certain other valuable consideration, the parties agree as follows:\n1.\nNo Conflicts. I have not made, and agree not to make, any agreement, oral or written, that is in conflict with this Agreement\nor my employment with the Company. I will not violate any agreement with, or the rights of, any third party. When acting within the\nscope of my employment (or otherwise on behalf of the Company), I will not use or disclose my own or any third party’s confidential\ninformation or intellectual property (collectively, “Restricted Materials”), except as expressly authorized by the Company in writing.\nFurther, I have not retained anything containing or reflecting any confidential information or intellectual property of a prior employer\nor other third party, whether or not created by me.\n2.\nInventions.\na.\nDefinitions. “Company Interest” means any of the Company’s current and anticipated business, research and development, as\nwell as any product, service, other Invention or Intellectual Property Rights (defined below) that is sold, leased, used, licensed,\nprovided, proposed, under consideration or under development by the Company. “Intellectual Property Rights” means any and all\npatent rights, copyright rights, trademark rights, mask work rights, trade secret rights, sui generis database rights and all other\nintellectual and industrial property rights of any sort throughout the world (including any application therefor and any rights to apply\ntherefor, as well as all rights to pursue remedies for infringement or violation thereof). “Invention” means any idea, concept,\ndiscovery, learning, invention, development, research, technology, work of authorship, trade secret, software, firmware, content,\naudio-visual material, tool, process, technique, know-how, data, plan, device, apparatus, specification, design, prototype, circuit,\nlayout, mask work, algorithm, program, code, documentation or other material or information, tangible or intangible, and all versions,\nmodifications, enhancements and derivative works thereof, whether or not it may be patented, copyrighted, trademarked or otherwise\nprotected.\nb.\nAssignment. The Company shall own, and I hereby assign and agree to assign, all right, title and interest in and to all\nInventions (including all Intellectual Property Rights therein, related thereto or embodied therein) that are collected, made, conceived,\ndeveloped, reduced to practice or set out in any tangible medium of expression or otherwise created, in whole or in part (collectively\n“Created”), by me during the term of my employment with the Company that either (i) arise out of any use of the Company’s\nfacilities, equipment, Proprietary Information or other assets (collectively “Company Assets”) or any research or other activity\nconducted by, for or under the direction of the Company (whether or not conducted (A) at the Company’s facilities; (B) during\nworking hours or (C) using Company Assets), or (ii) are useful with or in or relate directly or indirectly to any Company Inte
4d4100dcc541a7bedcd3e72a5abeba60.pdf	effective_date jurisdiction party term	EX-10.13 3 dex1013.htm NON-DISCLOSURE, NON-SOLICITATION & NON-COMPETITION AGREEMENT\nDATED 11/16/2009\nExhibit 10.13\nLOGO\nNON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION\nIn consideration of your promotion to EVP – Direct and continued employment with or provision of services to J. Crew Group, Inc. and its\naffiliates (collectively, the “Company”) and for other good and valuable consideration described below, receipt of which is hereby acknowledged,\nyou agree as follows:\n1. Agreement Not to Disclose Confidential Information. In the course of your employment with or provision of services to the Company,\nyou have and will have acquired and have had access to confidential or proprietary information about the Company, including but not limited to,\ntrade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements\nand/or contracts between the Company and its vendors and suppliers, the Company’s merchandising, marketing and/or creative policies, practices,\nconcepts, strategies, and methods of operations, inventory, pricing and price change strategies, possible new product lines, future merchandise\ndesigns, patterns, fabrication or fit information, internal policies, pricing policies and procedures, cost estimates, employee lists, training manuals,\nfinancial or business projections, unannounced financial data such as sales, earnings or capital requirements, possible mergers, acquisitions or joint\nventures and information about or received from vendors and other companies with which the Company does business. The foregoing shall be\ncollectively referred to as “Confidential Information.” You are aware that the Confidential Information is not readily available to the public. You\nagree that during your employment or provision of services and for a period of three (3) years thereafter, you will keep confidential and not disclose\nthe Confidential Information to anyone or use it for your own benefit or for the benefit of others, except in performing your duties as our employee\nor agent. You agree that this restriction shall apply whether or not any such information is marked “confidential.”\nAll memoranda, disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the “material”) compiled\nby you or made available to you during your employment (whether or not the material contains confidential information) are the property of the\nCompany and shall be delivered to the Company on the termination of your employment or at any other time upon request. Except in connection\nwith your employment, you agree that you will not make or retain copies or excerpts of the material.\n2. Agreement Not to Engage in Unfair Competition. You agree that your position with the Company requires and will continue to require\nthe performance of services which are special, unique, extraordinary and of an intellectual and/or artistic character and places you in a position of\nconfidence and trust with the Company. You further acknowledge that the rendering of services to the Company necessarily requires the disclosure\nof confidential information and trade secrets of the Company. You agree that in the course of your employment with or rendering of services to the\nCompany, you will develop a personal acquaintanceship and relationship with the vendors and other business associates of the Company and\nknowledge of their affairs and requirements. Consequently, you agree that it is reasonable and necessary for the protection of\n770 Broadway New York NY 10003 Tel 212 209 2500 Fax 212 209 2666\nthe goodwill and business of the Company that you make the covenants contained herein. Accordingly, you agree that while you are in the\nCompany’s employ and for the period of twelve months after the termination of your employment, for any reason whatsoever, you shall not directly\nor indirectly, except on behalf of the Company:\n(a) render
4dc5c39e601cd476f4c2def0e6b96915.pdf	effective_date jurisdiction party term	EX-10 .10 13 EXHIBIT 10.10 EMPLOYMENT, ROYALTY AND NON-DISCLOSURE AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 15th\nday of May, 1996, by and between ENVIROMETRICS PRODUCTS COMPANY, a corporation organized under the laws of the State of South Carolina and\nincluding its agents, representatives, divisions, subdivisions, subsidiaries, wholly or partly owned, parent corporations, affiliates, assignees, related entities and\nsuccessors in interest (hereafter "the Company"), and TOM WILKIE, an individual resident of the State of North Carolina ("Employee"). WITNESSETH:\nWHEREAS, the Company is engaged in the Business of the Company and, in the course of such activity, has acquired or developed certain Trade Secrets,\nConfidential Information, Intellectual Property and Proprietary Information (as such terms are hereinafter defined) not generally known in the Company's industry\nor otherwise; WHEREAS, the Company understands that the Employee has brought to the Company and provided the Company with certain proprietary\ntechnology allowing the Company advantages in the marketplace it would not otherwise enjoy; and WHEREAS, such Trade Secrets, Confidential Information,\nIntellectual Property and Proprietary Information provide the Company with a competitive advantage in the marketplace; WHEREAS, Employee has been, and\nafter and by virtue of the execution of this Agreement will continue to be, employed by the Company in a position involving the trust and confidence of the\nCompany; and WHEREAS, in the course of his employment with the Company, or through his use of the Company's facilities or resources, Employee has had\nand will have access to, and has developed and may develop or contribute to the development of, Trade Secrets, Confidential Information, Intellectual Property\nand Proprietary Information, all solely in connection with his activities as an employee of the Company; and WHEREAS, Employee understands and agrees that\nsubstantial benefits and consideration will inure to him under this Agreement that he would not otherwise enjoy were he not to execute the same. NOW\nTHEREFORE, in consideration of and as an express condition to the continuance of employment of Employee by the Company, the mutual agreements\ncontained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree\nas follows: 1. DEFINITIONS . (a) "Bonus" has the meaning ascribed to it in Section 4 hereof. (b) "Business of the Company" means and includes the business and\ncommercial activities of the Company, as such business is conducted while this Agreement is in effect, including, without limitation, designing, developing, testing,\nmanufacturing, advertising, distributing and selling industrial hygiene and environmental air monitoring and related products. (c)"Cause" means (i) fraud,\ndishonesty, demonstrated incompetence in the performance of professional duties; (ii) excessive unexcused absences from work; (iii) engaging in activities\nprohibited by the policies of the Company as communicated in writing to Employee or expressly prohibited by the terms of this Agreement; or injury, accident,\nillness or other incapacity which wholly, or continuously and materially, disables Employee from performing his duties hereunder for a period of ninety (90) days\nand thereafter for ten (10) days after the Company shall have given Employee written notice of the Company's intention to terminate this Agreement and its\nemployment relationship with Employee because of such disability. The Company will at all times during his employment with the company and at no cost to the\nEmployee provide the Employee with disability insurance sufficient to provide Employee with a minimum of sixty (60) percent of his earnings until recovery or age\nsixty-five (65) and will furnish Employee with a current copy of such policy and immediately notify Employee of any changes or amendments made to such policy.
4dca42c1cd7e821ce47a4733959b06d3.pdf	effective_date jurisdiction party term	SCHEDULE D\nCOPY OF EXECUTED CONFIDENTIALITY AGREEMENT\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement is made as of March 22, 2011 (“the Effective Date) between AmerisourceBergen Specialty Group,\nInc., with offices at 3101 Gaylord Parkway, Frisco, TX 75034 and Corcept Therapeutics, Inc., with offices at 149 Commonwealth Drive, Menlo\nPark, CA 94025.\nBackground\nThe parties are interested in evaluating a potential venture relating to warehousing, distribution and other commercial services (the “Venture”).\nIn order to facilitate such evaluation, either party (“Disclosing Party”) may disclose to the other party (“Recipient”) certain of its confidential or\nproprietary information.\n1. Definition of Confidential Information. “Confidential Information” means any confidential or proprietary information that is disclosed or\nmade available by Disclosing Party to Recipient, whether in writing or other tangible form, orally or otherwise. Confidential Information includes\n(a) information about processes, systems, strategic plans, business plans, operating data, financial information and other information and (b) any\nanalysis, compilation, study or other material prepared by Recipient (regardless of the form in which it is maintained) that contains or otherwise\nreflects any information disclosed or made available by Disclosing Party to Recipient.\n2. Exclusions from Confidential Information. Confidential Information does not include information that:\n(a) at the time of disclosure to Recipient, is generally available to the public;\n(b) after disclosure to Recipient, becomes generally available to the public other than as a result of a breach of these provisions by\nRecipient (including any of its affiliates);\n(c) Recipient can establish was already in its possession at the time the information was received from Disclosing Party if its source was\nnot known by Recipient to be bound to an obligation of confidentiality with respect to such information;\n(d) Recipient receives from a third party if its source was not known by Recipient to be bound to an obligation of confidentiality with\nrespect to such information; or\n(e) Recipient can establish was developed independently by Recipient without use, directly or indirectly, of any Confidential\nInformation.\n3. Limitations on Disclosure and Use. Confidential Information must be kept strictly confidential and may not be disclosed or used by\nRecipient except as specifically permitted by this Agreement or as specifically authorized in advance in writing by Disclosing Party. Recipient may\nnot take any action that causes Confidential Information to lose its confidential and proprietary nature or fail to take any reasonable action necessary\nto prevent any Confidential Information from losing its confidential and proprietary nature. Recipient will limit access to Confidential Information to\nits employees, officers, directors or other authorized representatives (or those of its affiliates) who (a) need to know such Confidential Information to\nparticipate in evaluating the Venture and (b) are obligated to\nPage 21\nRecipient to maintain Confidential Information under terms and conditions at least as stringent as those under this Agreement. Recipient will inform\nall such persons of the confidential and proprietary nature of Confidential Information and will take all reasonable steps to ensure they do not breach\ntheir confidentiality obligations, including taking any steps Recipient would take to protect its own similarly confidential information. Recipient will\nbe responsible for any breach of confidentiality obligations by such persons.\n4. Ownership. All Confidential Information and deviations of Confidential Information will remain the sole and exclusive property of\nDisclosing Party and, except as provided, no license or other right to it will be implied by this Agreement. If Recipient has prepared any analysis,\ncompilation, study or other material (regardl
4dd5eca6802e0f03214db3dfd4881638.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 9 d272786dex99d3.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)\nCONFIDENTIALITY AGREEMENT (the “Agreement”)\nIn connection with a possible transaction, Landry’s, Inc. (the “Recipient”) and Morton’s Restaurant Group Inc. (the “Company”), agree as\nfollows:\n1. Evaluation Material. In connection with a possible negotiated transaction by the Company (the “Transaction”), the Company and its\nrepresentatives, including Jefferies & Company, Inc. (“Jefferies”), may furnish the Recipient, in writing and orally, certain information concerning\nthe current and possible future business, operations and finances of the Company and other related information, including, but not limited to,\ninformation related to the Transaction or other potential future capital raising plans of the Company (any such information, the “Evaluation\nMaterial”). The Evaluation Material may contain, and the fact that a Transaction is being contemplated may constitute, material, nonpublic\ninformation within the meaning of the U.S. federal securities laws. The Recipient acknowledges that the U.S . federal securities laws and other laws\nprohibit any person who has any such material, non-public information about a company from purchasing or selling securities of that company or\nfrom communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to\npurchase or sell such securities.\n2. Limited Use of Evaluation Material. The Recipient agrees to use the Evaluation Material solely in connection with its consideration of a\nTransaction and for no other purpose.\n3. Confidentiality. The Recipient agrees to keep the Evaluation Material confidential and agrees to not disclose it to any other person, other\nthan those of its directors, officers, employees, partners, agents and advisors (such persons, the “Representatives”) who need to know such\ninformation to assist the Recipient in determining whether to participate in a Transaction; provided that, the Recipient may disclose, such Evaluation\nMaterial (a) if it is or becomes generally available to the public without any violation of this Agreement on the part of the Recipient or anyone to\nwhom it discloses Evaluation Material; (b) if it becomes available to the Recipient on a non-confidential basis from a source which is not known to\nRecipient, after reasonable inquiry, to be prohibited from disclosing any portion of the Evaluation Material to the Recipient; (c) as required by law or\nregulation, provided that the Recipient will provide the Company with prompt prior notice so that the Company may seek a protective order or other\nappropriate remedy and/or waive compliance with the provisions of this Agreement; and (d) which was or is independently developed by Recipient\nwithout using the Evaluation Material or violating its obligations hereunder. As a condition to the furnishing of Evaluation Material to the\nRepresentatives of Recipient, Recipient shall cause its Representatives to treat such information in accordance with the provisions of this Agreement\nand to perform or to comply with the obligations of Recipient with respect to the Evaluation Material as contemplated hereby. Recipient agrees that\nit will be fully responsible for any breach of any of the provisions of this Agreement by its Representatives.\nIn considering a Transaction and reviewing the Evaluation Material, the Recipient confirms that it is acting solely on its own behalf and not as\npart of a group with any third parties. The Recipient will not, directly or indirectly, enter into any agreement, arrangement or understanding, or any\ndiscussions that may lead to the same, with any person regarding a possible transaction involving the Company. The Recipient and its\nRepresentatives will not\ndisclose the fact that the Evaluation Material has been made available to them or that discussions or negotiations are taking place between the parties\nconcer
4e504fabc29bf973874c6940e592625b.pdf	effective_date jurisdiction party	Exhibit 10.5\nEMPLOYEE INVENTION ASSIGNMENT, CONFIDENTIALITY, NON-COMPETE\nAND NON-SOLICIT AGREEMENT\nTHIS EMPLOYEE INVENTION ASSIGNMENT, CONFIDENTIALITY, NON-COMPETE AND NON-SOLICIT\nAGREEMENT is entered into as of the 25th day of October, 2017 between the undersigned Yu Zhou and GENEXOSOME\nTECHNOLOGIES INC., a Nevada corporation with a place of business at 83 South Street, Suite 101, Freehold, New Jersey 07728\nUSA, (the “Company”).\nWHEREAS, I have agreed to be an employee of the Company or one of its affiliated entities (collectively referred to herein as the\n“Company”).\nIN CONSIDERATION OF, and as a condition of my employment with the Company (the receipt and sufficiency of which I hereby\nacknowledge) I hereby represent to, and agree with the Company as follows:\n1.\nPurpose of Agreement. I understand that it is critical for the Company to preserve and protect its rights in\n“Inventions” (as defined in Section 2 below), its “Confidential Information” (as defined in Section 7 below) and in all related\nintellectual property rights. Accordingly, I am entering into this Employee Invention Assignment and Confidentiality Agreement (this\n“Agreement”) as a condition of my employment with the Company.\n2.\nDisclosure of Inventions. I will promptly disclose in confidence to the Company all inventions, improvements,\ndesigns, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask\nworks and trade secrets (the “Inventions”) that I make or conceive or first reduce to practice or create, either alone or jointly with\nothers, during the period of my employment, whether or not in the course of my employment, and whether or not such Inventions are\npatentable, copyrightable or protectable as trade secrets.\n3.\nWork for Hire. I acknowledge and agree that any copyrightable works prepared by me within the scope of my\nemployment, including for the avoidance of doubt any such works prepared prior to the date hereof are “works made for hire” under\nthe Copyright Law of the United States and that the Company will be considered the author and owner of such copyrightable works.\n4.\nAssignment of Inventions. I agree that all Inventions that (i) have been or are developed using equipment,\nsupplies, facilities, Confidential Information, or trade secrets of the Company, (ii) result from work performed by me for the\nCompany, or (iii) relate to the Company’s business or current or anticipated research and development (the “Assigned Inventions”),\nwill be the sole and exclusive property of the Company and are hereby irrevocably assigned by me to the Company.\n5.\nAssignment of Other Rights; Moral Rights. In addition to the foregoing assignment of Assigned Inventions to the\nCompany, I hereby irrevocably transfer and assign to the Company: (i) all worldwide patents, patent applications, copyrights, mask\nworks, trade secrets and other intellectual property rights, including but not limited to rights in databases, in any Assigned Inventions,\nalong with any registrations of or applications to register such rights; and (ii) any and all “Moral Rights” (as defined below) that I\nmay have in or with respect to any Assigned Inventions. I also hereby forever waive and agree never to assert any and all Moral\nRights I may have in or with respect to any Assigned Inventions, even after termination of my work on behalf of the Company.\n“Moral Rights” mean any rights to claim authorship of or credit on an Assigned Invention, to object to or prevent the modification or\ndestruction of any Assigned Inventions, or to withdraw from circulation or control the publication or distribution of any Assigned\nInventions, and any similar right, existing under judicial or statutory law of any country or subdivision thereof in the world, or under\nany treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”\n1\n6.\nAssistance. I agree 
4f0e455a90c53f8e40e09d324aab4ea3.pdf	effective_date jurisdiction party term	EX-99.2 3 ko8k22807x99-2.htm FULL AND COMPLETE RELEASE AND AGREEMENT ON COMPETITION,\nTRADE SECRETS AND CONFIDENTIALITY\nEXHIBIT 99.2\nFULL AND COMPLETE RELEASE\nAND AGREEMENT ON COMPETITION,\nTRADE SECRETS AND CONFIDENTIALITY\nExecutive Release.\nI, Mary Minnick, in consideration of severance benefit payments under The Coca-Cola Company Severance Pay Plan (the “Company\nSeverance Plan”), the payments and benefits described in the attached letter dated February 28, 2007 (the “Separation Letter”), and other good\nand valuable consideration, for myself and my heirs, executors, administrators and assigns, do hereby knowingly and voluntarily release and\nforever discharge The Coca-Cola Company and its subsidiaries, affiliates, joint ventures, joint venture partners, and benefit plans (collectively\nthe “Company"), and their respective current and former directors, officers, administrators, trustees, employees, agents, and other representatives,\nfrom all debts, claims, actions, causes of action (including without limitation those under the Fair Labor Standards Act of 1938, as amended,\n29 U.S.C . § 201 et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S .C . § 1001 et seq.; the Worker Adjustment\nand Retraining Notification Act of 1988, 29 U.S.C . § 2101 et seq.; and those federal, state, local, and foreign laws prohibiting employment\ndiscrimination based on age, sex, race, color, national origin, religion, disability, veteran or marital status, sexual orientation, or any other\nprotected trait or characteristic, or retaliation for engaging in any protected activity, including without limitation the Age Discrimination in\nEmployment Act of 1967, 29 U.S.C . § 621 et seq., as amended by the Older Workers Benefit Protection Act, P.L . 101 -433; the Equal Pay Act of\n1963, 9 U.S.C .§ 206, et seq.; Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C . § 2000e et seq.; the Civil Rights Act of 1866,\n42 U.S.C . § 1981; the Civil Rights Act of 1991, 42 U.S .C . § 1981a; the Americans with Disabilities Act, 42 U.S.C . § 12101 et seq.; the\nRehabilitation Act of 1973, 29 U.S.C . § 791 et seq.; the Family and Medical Leave Act of 1993, 28 U.S .C . §§ 2601 and 2611 et seq.; and\ncomparable state, local, and foreign causes of action, whether statutory or common law), suits, dues, sums of money, accounts, reckonings,\ncovenants, contracts, claims for costs or attorneys' fees, controversies, agreements, promises, and all liabilities of any kind or nature whatsoever,\nat law, in equity, or otherwise, KNOWN OR UNKNOWN, fixed or contingent, which I ever had, now have, or may have, or which I, my heirs,\nexecutors, administrators or assigns hereafter can, shall, or may have, from the beginning of time through and including February 28, 2007 (the\n“Effective Date”), including without limitation those arising out of or related to my employment or separation from employment with the\nCompany. This Full and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality is sometimes herein referred to as\nthe “Agreement.”\nNotwithstanding the foregoing, it is understood and agreed that I do not hereby waive, but rather I have retained and shall continue to\nhave all rights and entitlements to receive and the Company shall remain obligated to fully perform and pay (or cause to be performed or paid)\n(i) all amounts or payments owed to me as contemplated under the Separation Letter, (ii) all of my rights to seek and receive indemnification\nfrom the Company for and with respect to all acts, errors or omissions committed by me in my capacity as a shareholder, director, officer,\nemployee, fiduciary, agent or representative of the Company all in the manner provided under the Company’s by-laws (as hereinafter\ncontemplated) and applicable law, and (iii) all of my accrued and vested benefits (including pension or deferred compensation benefits) as\ndetermined through and including the Eff
4fd432d8ce6796dabc17d3838d8539a2.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 10 dex99d3.htm CONFIDENTIALITY AND STANDSTILL AGREEMENT\nExhibit (d)(3)\nMarch 16, 2010\nSomanetics Corporation\n1653 East Maple Road\nTroy, MI 48083\nLadies and Gentlemen:\nIn connection with our possible interest in a transaction involving the acquisition of Somanetics Corporation (the “Company”), you are furnishing us\nor our representatives with certain information which is either non-public, confidential or proprietary in nature. All information furnished to us or\nour representatives by the Company or any of its employees, representatives, agents or advisors (including attorneys, accountants and financial\nadvisors), shall be considered confidential and proprietary, and together with analyses, compilations, forecasts, studies or other documents prepared\nby us, our agents, advisors (including attorneys, accountants and financial advisors), representatives or employees which contain such information, is\nhereinafter referred to as the “Information”. In consideration of the Company furnishing us with the Information, we agree that:\n1. The Information will be kept confidential and shall not, without the prior written consent of the Company, be disclosed by us, or by our affiliates,\nagents, representatives, advisors or employees, in any manner whatsoever, in whole or in part, and shall not be used by us, our affiliates, agents,\nrepresentatives, advisors or employees, other than to determine whether we wish to enter into, or other than in connection with, the transaction\ndescribed above. Moreover, we agree to reveal the Information only to our affiliates, agents, representatives, advisors and employees who need to\nknow the Information for the purpose of evaluating, or otherwise in connection with, the transaction described above who are informed of the\nconfidential nature of the Information. We agree to be responsible for any breach of this Agreement by our affiliates, agents, representatives,\nadvisors and employees.\n2. Without the prior written consent of the other party, neither party nor its representatives shall disclose to any person either the fact that discussions\nor negotiations are taking place concerning the possible transaction referred to herein or any of the terms, conditions or other facts with respect to\nany such possible transaction including the status thereof, except as required by applicable law or exchange listing agreements, rules or policies.\n3. All copies of the Information, except for that portion of the Information which consists of analyses, compilations, forecasts, studies or other\ndocuments prepared by us, our agents, representatives, advisors or employees, will be returned to the Company promptly upon request or if we\ndecide not to proceed with an acquisition of the Company (and we will inform the Company promptly of any such decision). At the time of such\nreturn, we will destroy any such analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives, advisors or\nemployees.\n1\n2\n4. The term Information shall not include such portions of the Information which (i) are or become generally available to the public other than as a\nresult of disclosure by us, our affiliates, agents, representatives, advisors or employees, or (ii) become available to us or to our affiliates, agents,\nrepresentatives, advisors or employees on a non-confidential basis from a source which was not then prohibited from disclosing such Information to\nus by a legal, contractual or fiduciary obligation to the Company, or (iii) which was in our possession, or in the possession of our affiliates, agents,\nrepresentatives, advisors or employees, or otherwise available to us, or to our affiliates, agents, representatives, advisors or employees, on a non-\nconfidential basis prior to its disclosure to us or one or more of our affiliates, agents, representatives, advisors or employees, or (iv) which is\nindependently acquired or developed by us without violating any obliga
5368d4c4212375ed16c50874d99d179d.pdf	effective_date jurisdiction party term	EX-99.2 3 dex992.htm CONFIDENTIALITY AGREEMENT\nExhibit 99.2\nCONFIDENTIAL\nEXCO Resources, Inc.\n12377 Merit Drive, Suite 1700\nDallas, Texas 75251\nJanuary 12, 2011\nDouglas H. Miller\nc/o EXCO Resources, Inc.\n12377 Merit Drive, Suite 1700\nDallas, Texas 75251\nDear Mr. Miller:\nIn connection with the consideration of a possible negotiated buyout transaction (the “Transaction”) involving you and EXCO Resources, Inc.,\na Texas corporation (the “Company,” which term shall, for purposes of this letter agreement, include its subsidiaries), the Special Committee of the\nBoard of Directors of the Company formed on November 3, 2010 (the “Special Committee”) is prepared to make available to you, on behalf of the\nCompany, certain information concerning the Company, upon the terms and subject to the conditions set forth in this letter agreement. As a condition\nto such information being furnished to you, you agree to comply with all the terms of this letter agreement.\n1. Definitions.\n1.1 Evaluation Material. The term “Evaluation Material” shall mean all information, data, reports, interpretations, forecasts, business plans and\nrecords, financial or otherwise, whether written, oral, electronic, visual or otherwise, concerning or related to the Company, any of its subsidiaries or\njoint ventures, or any of the businesses, properties, assets, operations, products, services, liabilities, condition (financial or otherwise), employees,\nprospects and/or results of operations of any of the foregoing (whether prepared by the Company, any of its Representatives (as defined below) or\notherwise) that previously has been or may be furnished to you or any of your Representatives by or on behalf of the Company, the Special\nCommittee or any of their respective Representatives, either directly or indirectly through one of your Approved Financing Sources (as defined\nbelow) (collectively, “Information”), as well as all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials\nprepared by you or any of your Representatives, but only to the extent that the foregoing contain, reflect or are based upon any Information\n(“Derivative Information”). The term “Evaluation Material” shall also be deemed to include, without limitation, the status or terms and conditions of\nany discussions or negotiations taking place concerning a possible Transaction or any similar transaction. The term “Evaluation Material” does not\ninclude information or any portion thereof that (i) is or becomes generally available to the public (other than as a result of a disclosure by you or any\nof your Representatives in violation of this letter agreement or any other obligation of\n1\nconfidentiality to the Company), (ii) was within your possession without being subject to any contractual, legal, fiduciary or other obligation of\nconfidentiality to the Company with respect to such Information prior to it being furnished to you by or on behalf of the Company, the Special\nCommittee or any of their respective Representatives (other than in your capacity as an officer or director of the Company, in which case this clause\n(ii) shall not be applicable), or (iii) becomes available to you on a non-confidential basis from a source other than the Company or its\nRepresentatives (other than in your capacity as an officer or director of the Company, in which case this clause (iii) shall not be applicable);\nprovided, that such source is not actually known by you, after reasonable inquiry, to be bound by a confidentiality obligation (whether by agreement\nor otherwise) to the Company or any of its Representatives (including the Special Committee).\n1.2 Other Definitions. As used in this letter agreement:\n(i) The term “affiliate” shall have the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act;\n(ii) The term “Acquisition Transaction” shall mean (a) any merger, consolidation or other business combinat
53c8f90cfb5fb49177c9cb160e53f17b.pdf	effective_date jurisdiction party term	EX-99.D.4 13 w01967iexv99wdw4.htm EXHIBIT (D)(4)\nDATAKEY, INC.\nMUTUAL NONDISCLOSURE AGREEMENT\nEFFECTIVE DATE: August 3, 2004\nPARTIES:\nSafeNet, Inc (the “Company”)\n4690 Millennium Drive\nBelcamp, MD 21017\nDatakey, Inc. (“Datakey”)\n407 West Travelers Trail\nBurnsville, MN 55337-2558\nRECITALS:\nA. The Company and Datakey are commencing discussions regarding a potential corporate transaction (the “Transaction”).\nB. In order to facilitate the negotiations regarding such Transaction, each party may disclose to the other party certain information, including\nconfidential information, owned by the disclosing party which the disclosing party is willing to disclose to the other party in reliance on the\nexecution of this Agreement.\nAGREEMENT:\nIn consideration of the covenants contained herein and the disclosure of the confidential information, the parties agree as follows:\n1. Definition of Confidential Information. For purposes of this Agreement, the term “Confidential Information” includes, but is not limited to,\nany information of the disclosing party, whether disclosed orally, in writing, on computer disc or tape or any other method, including any\nformula, pattern, compilation, program, device, method, technique or process that: (i) derives independent economic value, actual or potential,\nfrom not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value\nfrom its disclosure or use, and (ii) is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its\nsecrecy. The receiving party acknowledges that such Confidential Information specifically includes, but is not limited to, trade secrets and\ninformation contained in or relating to computer software programs, technical information, know-how, other confidential processes, information\nwhich relates to the disclosing party’s future products, marketing plans or proposals, financial and sales information, subcontractor and employee\nlists, existing, inactive or potential customer lists, and all other customer information. All information which the disclosing party identifies in a\nconspicuous place as being “confidential” or “trade secret” shall be presumed to be Confidential Information, unless such information meets one\nor more of the tests set forth below in subparagraphs a. - d .\nThe term Confidential Information as used in this Agreement shall not include any information:\na. which was in the public domain at the time of disclosure by the disclosing party to the receiving party;\n-1-\nb. which is published or otherwise comes into the public domain after its disclosure to the receiving party through no violation of this\nAgreement by the receiving party;\nc. which is disclosed to the receiving party by a third party not under an obligation of confidence to the disclosing party;\nd. which was already in the possession of the receiving party without restriction and prior to disclosure hereunder;\ne. which, as evidenced by contemporaneous documentation, is developed by the receiving party independently of Confidential\nInformation disclosed by disclosing party and without breach of this Agreement; or\nf. which is required to be disclosed by any law or governmental regulation or produced under order of a court of competent jurisdiction;\nprovided, however, that the receiving party provides the disclosing party written notice of such request or order as soon as reasonably\npracticable so that the disclosing party may attempt to limit such disclosure.\nThis Agreement shall govern disclosure of Confidential information for a period of one year from the date hereof, and the obligations of\nconfidentiality and non-use set forth below shall survive for a period of THREE (3) years from the effective date of this Agreement.\n2. Warranties. The receiving party agrees and warrants to the disclosing party as follows with respect to all Confidential Inform
55f15a568c73cf6dc329af7786012d7e.pdf	effective_date jurisdiction party term	EX-10.2 3 d234488dex102.htm FORM OF EMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT\nAGREEMENT\nExhibit 10.2\nDelcath Systems, Inc.\nEMPLOYEE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT\nAGREEMENT (“Agreement”) made this\nday of\n20 , between Delcath Systems, Inc., and its predecessors,\ndivisions, affiliates, successors, and assigns (the “Company”), and\n, residing at\n(“Employee”).\nWHEREAS, the Company wishes to obtain reasonable protection of its confidential business and technical information which it has\ndeveloped, acquired and/or is or may be developed or acquired by the Company at substantial expenses, and\nWHEREAS, the Company wishes to obtain reasonable protection against unfair competition during the Employees employment by the\nCompany and following termination of the Employee’s employment by the Company and to further protect against unfair use of its confidential\nbusiness and technical information the Company desires to have Employee execute this Agreement, and\nWHEREAS, the Employee is willing to execute this Agreement and grant the Company the benefits of the restrictive covenants contained\nherein.\nFor and in consideration of the continued employment of Employee by the Company and compensation and benefits paid to Employee and\nhereafter to be paid to Employee by the Company, Employee agrees as follows:\n1. NO PRIOR CONFLICTING CONTRACTS .\nEmployee represents that Employee’s employment or potential employment by the Company is not in violation of any contract or covenants to\nwhich Employee is a party with any employer, entity, or person. Employee agrees not to use or disclose in Employee’s work with the Company any\nsecret or confidential information of others, including prior employers, unless such information is rightfully possessed by the Company.\n2. DEFINITIONS\n(a) Confidential Information. For purposes of this Agreement, the term “Confidential Information” means information that is not\ngenerally known to the public and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to,\ninformation, observations, and data obtained by Employee while employed by the Company thereof concerning (i) the business or affairs of the\nCompany, (ii) products or services, (iii) fees, costs, compensation, and pricing structures, (iv) designs, (v) specifications (including, but not limited\nto, supplier specifications); (vi) clinical trial data; (vii) analyses, (viii) drawings, photographs and reports, (ix) computer software, including\noperating systems, applications, and program listings, (x) flow charts, manuals, and documentation, (xi) data or data bases, (xii) accounting and\nbusiness methods, (xiii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not\nreduced to practice, (xiv)\ncustomers and clients and customer or client lists, (xv) other copyrightable works, (xvi) all production methods, processes, technology, and trade\nsecrets, and (xvii) all similar and related information in whatever form. Confidential Information will not include any information that has been\npublished (other than a disclosure by Employee in breach of this Agreement) in a form generally available to the public prior to the date Employee\nproposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual\nportions of the information have been separately published, but only if all material features comprising such information have been published in\ncombination.\n(b) Work Product. For purposes of this Agreement, the term “Work Product” means all inventions, innovations, improvements, technical\ninformation, systems, software developments, discoveries, methods, designs, processes, analyses, drawings, reports, service marks, trademarks, trade\nnames, logos, and all similar or related information (whether patentable or unpatentable, copy
586c367e2c45ebd8b7ba96fcb6006bf6.pdf	effective_date jurisdiction party term	EX-10.48 15 dex1048.htm CONFIDENTIALITY AND ASSIGNMENT OF PROPRIETARY DEVELOPMENTS\nAGREEMENT\nExhibit 10.48\nLOGO\nOctober 5, 2007\nChristopher C. Gallen, MD, PhD\nTELEPHONE: 484.533.6900\nEmail: cgallen@neuromed.com\nSchedule “B”\nC. Eugene Wright, III\n16 Carhart Court\nPittstown, New Jersey 08867\nDear Eugene:\nRe: Confidentiality and Assignment of Proprietary Developments Agreement\nThe purpose of this exhibit is to describe and record the Agreement between you and Neuromed Pharmaceuticals Inc. (“Company”) concerning\nthe terms on which you, as an employee of Company, will protect and keep confidential certain information received during your employment with\nCompany and pursuant to which you agree to assign certain Proprietary Developments to Company.\nAs an essential element of the Company’s offer of employment to you, you hereby agree to be bound by the following:\n1. DEFINITIONS:\nIn this Agreement:\n(a) “Confidential Information” means the whole or any portion of any data or information about the business of the Companies that the\nCompanies protect from public disclosure. Confidential Information relates to Companies’ services, products, processes or techniques,\nas well as to the business, services, products, processes and techniques of Companies’ clients, regardless of whether or not that\ninformation is copyrighted, patented or patentable. Confidential Information shall include but not be limited to:\n(i) experimental techniques, proprietary assays, screening strategies and technologies, targets for drug discovery and chemical\nformulae;\n(ii) commercial and financial information concerning the corporate, scientific, and pharmaceutical research activities and plans of\nCompanies including any information regarding Companies’ costs, sales, income, salaries, customers, and all business\nopportunities or joint ventures considered by Companies, whether or not pursued; and\nC. Eugene Wright, III\nOct. 5, 2007\nPage2of7\n(iii) any and all confidential know-how, Trade Secrets, and any and all oral, written, electronic or other confidential communications\nregarding any Proprietary Developments.\n(b) “Company’s Business” means the specific biomedical research and development activities conducted by Companies including but not\nlimited to the discovery and development of novel calcium channel blockers for the purpose of treating diseases.\n(c) “Company” shall mean Neuromed Pharmaceuticals Inc. and any affiliated companies.\n(d) “Companies” shall mean the Company and Neuromed Pharmaceuticals Ltd. and any affiliated companies.\n(e) “Proprietary Development” means a development or developments including, without limitation:\n(i) enhancements, modifications, additions or other improvements to the intellectual property or assets owned, licensed, sold,\nmarketed or used by Companies in connection with Companies’ Business;\n(ii) trademarks, copyrights, trade names, business names, logos, design marks and other proprietary marks;\n(iii) inventions, devices, discoveries, concepts, ideas, formulae, know-how, processes, techniques, systems, methods and any\nimprovements, enhancements and modifications thereto, whether patented or not; developed, created, generated, contributed to or\nreduced to practice by you alone or jointly with others pursuant to your activities as an employee, director, officer or consultant of\nCompany and which results from tasks assigned to you by Company or which results from the use of the premises or property\n(including equipment, supplies or Confidential Information) owned, leased or licensed by Companies and which reasonably\nrelates to the Companies Business, or which results from or relates to working with Companies’ clients, either directly or\nindirectly.\n(f) “Trade Secret(s)” shall mean any information falling under the definition of a Trade Secret pursuant to the Uniform Trade Secrets Act or,\nif applicable, the version thereof adopted by Pennsylvania. Trade Secrets in
5b070e9583099dfdcddc9c9c811b7d44.pdf	effective_date jurisdiction party term	EX-10.2 3 d124569dex102.htm EX-10.2\nExhibit 10.2\nDIRECTOR CONFIDENTIALITY AGREEMENT\nTHIS DIRECTOR CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of May 5, 2016 and is effective upon\nthe date hereof, by and between Endo International plc, a public limited company incorporated under the laws of Ireland (“Endo”), Todd B.\nSisitsky, an individual (“Sisitsky”), and TPG Global, LLC (“TPG” or, either Sisitsky or TPG, a “receiving party”).\nWHEREAS, concurrently with the execution of this Agreement, Sisitsky is being appointed to serve on the Board of Directors of Endo;\nand\nWHEREAS, in connection with Sisitsky’s appointment, the parties may disclose to each other certain non-public confidential and\nproprietary information pertaining to such possible relationship, as set forth below.\nNOW THEREFORE, the parties hereto, intending to be legally bound, agree as follows:\n1. For purposes of this Agreement, “Confidential Information” shall mean all non-public and proprietary information that has been or will be\ndisclosed by one party, or one of its Affiliates to the other party, or one of its Affiliates, whether set forth orally or in writing which may\nrelate to among other things, their respective business interests, technical information, clinical data, product specifications, product\ndevelopment plans and ideas, marketing plans and ideas, manufacturing information, financial information, strategic considerations or\nbusiness operations. Endo Confidential Information may also include non-public and proprietary information of its Affiliates.\nFor purposes of this Agreement, “Affiliate” means with respect to a particular party, a person, corporation or partnership or other entity that\ncontrols, is controlled by or under common control with such party. For the purposes of this definition, “control” (including the correlative\nmeaning, the terms “controlled by” or “under common control with”) means the actual power, either directly or indirectly through one or\nmore intermediaries, to direct or cause the direction of the management and policies of such entity, whether by ownership of fifty percent\n(50%) or more of the voting stock of such entity, or by contract or otherwise.\n2. The parties hereby agree that the following shall not be considered Confidential Information subject to this Agreement:\n(a) information that, prior to the time of disclosure, is in the public domain;\n(b) information that, after disclosure, becomes part of the public domain by publication or otherwise; provided that such publication is\nnot in violation of this Agreement or, to the receiving party’s knowledge, any other confidentiality agreement to which Sisitsky, TPG\nor any of their respective Affiliates is party;\nDirector Confidentiality Agreement\n(c) information that the receiving party can establish in writing was already known to it or was in its possession prior to the time of\ndisclosure and was not acquired, directly or indirectly, from the disclosing party;\n(d) information that the receiving party lawfully received from a third party; provided however, that such third party was not obligated to\nhold such information in confidence;\n(e) information that was independently developed by the receiving party without reference to any Confidential Information as established\nby appropriate documentation; and\n(f) information that the receiving party is compelled to disclose by a court or other tribunal of competent jurisdiction; provided, however,\nthat in such case the receiving party shall immediately give as much advance notice as feasible to the disclosing party so that the\ndisclosing party may seek a protective order or other remedy from said court or tribunal. In any event, the receiving party shall\ndisclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed\nand will exercise reasonable efforts to ensure that any such info
5d18471dc0cb8c824fe86d5899aeb24b.pdf	effective_date jurisdiction party term	EX-10.29 9 dex1029.htm CONFIDENTIALITY, NON-INTERFERENCE AND INVENTION ASSIGNMENT\nAGREEMENT\nExhibit 10.29\nCONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT\nAs a condition of my becoming employed by, or continuing employment with, Interactive Data Corporation, a Delaware corporation (the\n“Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the\nCompany, I agree to the following:\nSection 1. Confidential Information.\n(a) Company Group Information. I acknowledge that, during the course of my employment, I will have access to information\nabout the Company and its direct and indirect parents and subsidiaries (collectively, the “Company Group”) and that my employment with the\nCompany shall bring me into close contact with confidential and proprietary information of the Company Group. In recognition of the foregoing, I\nagree, at all times during the term of my employment with the Company and for the ten (10) year period following my termination of my\nemployment with the Company Group for any reason, to hold in confidence, and not to use, except for the benefit of the Company Group, or to\ndisclose to any person, firm, corporation, or other entity without written authorization of the Company, any Confidential Information that I obtain or\ncreate. I further agree not to make copies of such Confidential Information except as authorized by the Company. I understand that “Confidential\nInformation” means information that the Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire,\ncreate, compile, discover, or own, that has value in or to the business of the Company Group that is not generally known and that the Company\nwishes to maintain as confidential. I understand that Confidential Information includes, but is not limited to, any and all non-public information that\nrelates to the actual or anticipated business and/or products, research, or development of the Company, or to the Company’s technical data, trade\nsecrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and\nmarkets, customer lists, and customers (including, but not limited to, customers of the Company on whom I called or with whom I may become\nacquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings,\nengineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or\nindirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing,\nConfidential Information shall not include (i) any of the foregoing items that have become publicly known through no unauthorized disclosure by me\nor others who were under confidentiality obligations as to the item or items involved or (ii) any information that I am required to disclose to, or by,\nany governmental or judicial authority; provided, however, that in such event I will give the Company prompt written notice thereof so that the\nCompany Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this\nConfidentiality, Non-Interference, and Invention Assignment Agreement (the “Non-Interference Agreement”).\n(b) Former Employer Information. I represent that my performance of all of the terms of this Non-Interference Agreement as an\nemployee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information,\nknowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will\nnot disclose to any member of the Company Group, or induce any member of the Company Group to use, a
5f542bf5a9d00298d7743fd2acbcbfd5.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 13 d342355dex99d2.htm NONDISCLOSURE AND STANDSTILL AGREEMENT\nExhibit (d)(2)\nP.F. CHANG’S CHINA BISTRO, INC.\nNONDISCLOSURE AND STANDSTILL AGREEMENT\nThis Nondisclosure and Standstill Agreement (this “Agreement”) by and between P.F. Chang’s China Bistro, Inc, a Delaware\ncorporation (“Provider”), and Centerbridge Advisors II, LLC (“Recipient”), is dated as of March 2, 2012 (the “Effective Date”). Provider and\nRecipient shall each be referred to herein individually, as a “Party” and collectively, as the “Parties.”\n1. General. In connection with the consideration of a possible negotiated transaction (a “Possible Transaction”) between the Parties, Provider\nis prepared to make available to Recipient certain “Evaluation Material” (as defined in Section 2 below) in accordance with the provisions of this\nAgreement, and Recipient hereby agrees to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term “affiliates” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or\nunder common control with such Person.\n(b) The term “Beneficial Ownership” when used with reference to a security shall have the meaning ascribed to it under the Securities\nExchange Act of 1934, as amended (the “1934 Act”), except that for purposes of this definition, the term security shall include any option, warrant,\nor convertible security regardless of exercise or conversion date, and also include any stock appreciation right, or similar right with an exercise or\nconversion privilege or a settlement payment or mechanism at a price related to the security or with a value derived in whole or in part from the\nvalue of the security, whether or not such instrument or right shall be subject to settlement in securities or otherwise and any other direct or indirect\nopportunity to profit or share in any profit derived from any increase or decrease in tl1e value of the security\n(c) The term “Evaluation Material” means information (whether oral, written, electronic or otherwise) concerning Provider which has\nbeen or is furnished to Recipient or its Representatives (as defined below) by or on behalf of Provider in connection with Recipient’s evaluation of a\nPossible Transaction, including Provider’s business, financial condition, operations, assets and liabilities, and includes all notes, analyses,\ncompilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain or are based upon, in whole or\nin part, the information furnished by Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes\ngenerally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was\nwithin a Recipient’s possession prior to its being furnished to Recipient by or on behalf of the Provider (including without limitation general\nknowledge of the restaurant industry), provided that the source of such information was not bound by a confidentiality agreement with, or other\ncontractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iii) is or becomes available to\nRecipient from a source other than Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or\nother contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information.\n(d) The term “Representatives” shall mean the directors, officers, employees or partners of a Party who have a need to know Evaluation\nMaterial for purposes of evaluating a Possible Transaction.\n(e) The term “Person” includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Recipient shall, and shall cause its Repr
60a77a6809d3c8817a9d5ea5745d43d2.pdf	effective_date jurisdiction party term	EX-10.2 3 d799884dex102.htm CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENT\nEXHIBIT 10.2\nCONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENT\nThis Confidentiality, Non-Solicitation and Non-Compete Agreement (the “Agreement”) dated this 18th day of September, 2014 is entered\ninto by and between Robert J. Shovlin (“Employee”) and NeoGenomics, Inc., a Nevada corporation (“Employer” or the (“Parent Company”)\nand collectively with NeoGenomics Laboratories, Inc., a Florida corporation and any entity that is wholly or partially owned by the Parent\nCompany or otherwise affiliated with the Parent Company, the “Company”). Hereinafter, each of the Employee or the Company maybe referred\nto as a “Party” and together be referred to as the “Parties”.\nRECITALS:\nWHEREAS, the Parties have entered into that certain Employment Agreement, of even dated herewith, that creates an employment\nrelationship between the Employer and Employee (the “Employment Agreement”); and\nWHEREAS, pursuant to the Employment Agreement, the Employee agreed to enter into the Company’s Confidentiality, Non-Solicitation\nand Non-Compete Agreement; and\nWHEREAS, the Company desires to protect and preserve its Confidential Information and its legitimate business interests by having the\nEmployee enter into this Agreement as part of the Employment Agreement; and\nWHEREAS, the Employee desires to establish and maintain an employment relationship with the Company and as part of such\nemployment relationship desires to enter into this Agreement with the Company; and\nWHEREAS, the Employee acknowledges that the terms of the Employment Agreement including, but not limited to the Company’s\ncommitments to the Employee with respect to base salary, fringe benefits and stock options are sufficient consideration to the Employee for the\nentry into this Agreement.\nWHEREAS, the Employee acknowledges that substantial cost and expense has been or will be incurred by the Company for Employee’s\ntraining, and Employee’s training and employment have caused, or will require, the disclosure of certain Company confidential and proprietary\ninformation, trade secrets and customer and supplier relationships.\nNOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the Parties agree as follows:\n1. Term. Employee agrees that all of the provisions of this Agreement except for Sections 7 and 8 hereof shall be effective as of the date of this\nAgreement. The Company and the Employee agree that Sections 7 and 8 hereof will not become effective until the Employee’s first day of\nemployment with the Company. Employee agrees that the term of this Agreement (“Term”) shall be as follows: (i) in the event that Employee\ndoes not actually become an employee of the Company as contemplated by the Employment Agreement, then the Term shall be for a period of\ntwo (2) years from the date of this Agreement, or (ii) in the event Employee does become an employee of the Company, then the term of this\nAgreement shall survive and continue to be in force and effect for two years following the termination of any employment\n1\nrelationship between the Parties, whether termination is by the Company with or without cause, wrongful discharge, or for any other reason\nwhatsoever, or by the Employee unless an exception is specifically provided in certain situations in any such Restrictive Covenants.\n2. Definitions.\na. The term “Confidential Information” as used herein shall include all business practices, methods, techniques, or processes that:\n(i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper\nmeans by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the\ncircumstanc
6211e890a4e0b485e2aea5650bbcc8c1.pdf	effective_date jurisdiction party term	EX-99.D.2 11 d837450dex99d2.htm EX-99.D.2\nExhibit (d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), entered into as of MAY 13, 2013 (the “Effective Date”),\ngoverns the disclosure of information by and between AVANIR PHARMACEUTICALS, INC., a Delaware corporation, with offices located at 20\nEnterprise, Suite 200, Aliso Viejo, California, 92656, and OTSUKA PHARMACEUTICAL CO. LTD. a JAPANESE CORPORATION, with offices\nlocated at 2-9, KANDA TSUKASA-MACHI, CHIYODA-KU, TOKYO 101-8535, JAPAN (each a “party” and sometimes collectively referred to as\nthe “parties” to this Agreement).\n1. Purpose. This Agreement is made to define the terms and conditions under which any confidential information will be protected by and\ndisclosed between the parties during the term of this Agreement, for the sole purpose of evaluating a global research and development, and\ncommercial partnership, for NUEDEXTA and/or its compound AVP-786 (the “Purpose”).\n2. Confidential Information. As used herein, “Confidential Information” means, with respect to each party, any and all technical, business and\nfinancial information, including third party information, relating to the disclosing party or any of its affiliates that is furnished or disclosed, in\nwhatever form or medium, provided that (i) in the case of information provided in tangible form or by electronic media, it is marked with, or\naccompanied by, the legend “CONFIDENTIAL” (or other similar marking conveying the same intent); (ii) in the case of information disclosed\nby visual display or orally, it is identified as confidential when revealed and summarized in a writing so marked, referencing the date and type of\ninformation disclosed, delivered to the receiving party within thirty(30) days of such disclosure, before or after the Effective Date. “Confidential\nInformation” includes but is not limited to: (a) patents, patent applications; (b) trade secrets; (c) design rights, trademarks, copyrights, database\nrights and other intellectual property rights; and (d) other proprietary information, ideas, concepts, chemical compounds, assays, biological\nmaterials, gene sequences, cell lines, samples, data, techniques, sketches, drawings, works of authorship, models, inventions, source code, know-\nhow, processes, operations, programs, apparatuses, equipment, and formulae related to the current, future, and proposed products and services of\neach of the parties, and including, without limitation, their respective information concerning research, experimental work, clinical testing,\nregulatory information, development, design details and specifications, engineering, financial information, procurement requirements,\npurchasing, manufacturing, customer lists, investors, patients, employees, business and contractual relationships, business forecasts, analyst\nreports, sales and merchandising, marketing plans and any additional non-public information the disclosing party or any of its affiliates provides.\n3. Obligations. Each party agrees to disclose to the other only that Confidential Information that is reasonably necessary to enable the receiving\nparty to complete the Purpose. Each party agrees: (a) to use the other party’s Confidential Information solely for the Purpose stated above and for\nno other reason; (b) to protect the confidentiality of the other party’s Confidential Information; (c) not to disclose any of the other party’s\nConfidential Information to anyone, except those employees, officers, directors, consultants or other authorized representatives, of the receiving\nparty or its affiliates who have a “need to know” the information for the Purpose and who have signed confidentiality agreements or are\notherwise bound by confidentiality obligations at least as restrictive as those contained herein (collectively, the “Authorized Representative”);\n(d) to notify appropriately such Aut
62cc624d5929ea932a2c1945463e1322.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 11 d268167dex99d2.htm MUTUAL NON-DISCLOSURE AGREEMENT\nExhibit (d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (“Agreement”) is effective as of October 20, 2011 (“Effective Date”) and is entered into between\nSuccessFactors, Inc., a Delaware corporation, having a place of business at 1500 Fashion Island Boulevard, San Mateo, California,\n94404, USA (“Company”), and SAP AG, a German company with its place of business at Dietmar Hopp Allee 16, 69190 Walldorf,\nGermany on behalf of itself and its wholly owned subsidiaries, (“SAP”). In consideration of the mutual covenants contained herein, SAP\nand Company, intending to be legally bound hereby, agree to the following:\n1. In connection with an evaluation relating to a potential relationship, cooperation or transaction (the “Evaluation”), SAP and Company\nmay deliver to each other, upon the execution of this Agreement, Confidential Information as defined below (the party disclosing such\nConfidential Information being the “Disclosing Party” and the party receiving such Confidential Information being the “Receiving Party”).\n2. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives\n(defined below) to the Receiving Party or its Representatives, whether orally, in writing, electronically or in other tangible form, and\nidentified as confidential or proprietary at the time of disclosure by the Disclosing Party or otherwise disclosed in a manner such that a\nreasonable person would understand its confidential nature, including but not limited to, information that is related to: (a) the business\nplans or operations of the Disclosing Party; (b) the research and development or investigations of the Disclosing Party; (c) the business\nof any customer or partner of the Disclosing Party; (d) Disclosing Party’s properties, employees, finances, operations; (e) any\ninformation about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable\nconfidentiality obligation to such third party); (f) software and related documentation (“Disclosing Party’s Software”) including the\nfollowing information regarding Disclosing Party’s Software: (i) computer software (object and source codes), programming techniques\nand programming concepts, methods of processing, system designs embodied in Disclosing Party’s Software; and (ii) discoveries,\ninventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications,\ntechniques and processes relating to Disclosing Party’s Software; and (g) product offerings, content partners, product pricing, product\navailability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how,\nimprovements, inventions (whether patentable or not), marketing plans, forecasts and strategies. Where the Confidential Information\nhas not been reduced to written or other tangible form at the time of disclosure, and such disclosure is made orally or visually, the\nDisclosing Party agrees to identify it as confidential or proprietary at the time of disclosure. “Confidential Information” shall be deemed\nto include all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or its\nRepresentatives which contain or are based upon, in whole or in part, the information furnished to the receiving party or its\nRepresentatives pursuant hereto.\n3. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any\nreproduction of any Confidential Information of a Disclosing Party shall remain the property of the Disclosing Party and shall contain\nany and all confidential or proprietary notices or legends which appear on the original. The Receiving Party: (a) shall take all\nreasona
64abe3bf110e45ead01aad142e549a45.pdf	effective_date jurisdiction party term	EX-99.(E)(6) 2 d459564dex99e6.htm CONFIDENTIALITY AGREEMENT DATED OCTOBER 30, 2012\nExhibit (e)(6)\nEXECUTION VERSION\nWestway Group, Inc.\n365 Canal Street, Suite 2900\nNew Orleans, LA 70130\nOctober 30, 2012\nEQT Infrastructure II GP B.V.\nWorld Trade Center Schiphol\nH-Tower, Floor 4\nSchiphol Boulevard 355, 1118 BJ Schiphol\nThe Netherlands\nAttention:\nDêon Van der Ploeg, Managing Director\nMarc Hedeman Joosten, Legal Counsel\nGentlemen,\nIn order to allow EQT Infrastructure II Limited Partnership (“you”), to evaluate a potential negotiated transaction (the “Proposed Transaction”)\nwith Westway Group, Inc., a Delaware corporation (together with all of its subsidiaries, the “Company”), we may in our discretion furnish to you,\nupon your execution and delivery to us of this letter agreement, certain information about the properties and operations of the Company. As used in\nthis letter agreement, the terms “we” and “us” shall mean Westway Group, Inc., acting through its Board of Directors (the “Board”) or the special\ncommittee of the Board (the “Special Committee”) given the authority to act on behalf of the Board in this regard. All information about the\nCompany furnished by us or our Representatives (as defined below), whether furnished before or after the date hereof, whether oral or written, and\nregardless of the manner in which it is furnished, is referred to in this letter agreement as “Proprietary Information.” Proprietary Information includes\n(i) all notes, analyses, compilations, studies or other documents prepared by you or your Representatives which contain or reflect or are based upon,\nin whole or in part, the information furnished to you or your Representatives pursuant hereto, and (ii) the fact that the Company is considering and\nmay negotiate a Proposed Transaction, the terms or conditions or any other facts relating thereto, the fact that discussions are taking place with\nrespect thereto or the status thereof, the fact that this letter agreement has been executed and the fact that Proprietary Information has been made\navailable to you or your Representatives. Proprietary Information does not include information which (a) is or becomes generally available to the\npublic other than as a result of a disclosure by you or your Representatives in breach of this letter agreement, (b) was available to you or your\nRepresentatives on a nonconfidential basis prior to its disclosure by us or our Representatives; provided that the source of such information is not\nknown to you to be bound by a confidentiality agreement with us or any Representative of ours, or is otherwise not under an obligation to us or any\nRepresentative of ours not to transmit the information to you, or (c) becomes available to you or your Representatives on a nonconfidential basis\nfrom a person other than us or our Representatives who is not otherwise known to you to be bound by a confidentiality agreement with us or any\nRepresentative of ours, or is otherwise not under an obligation to us or any Representative of ours not to transmit the information to you. As used in\nthis letter agreement, the term “Representative” means, as to any person, such person’s affiliates, if any, and its and their (or their general partner’s,\nas applicable) directors, officers, employees, managing members, agents and advisors (including, without limitation, financial advisors, counsel and\naccountants), together with the “Representatives” of such Representatives; provided, that your “affiliates” for purposes of this letter agreement shall\ninclude, as applicable, your general partner, manager, the managing members of your general\nEQT Infrastructure II GP B.V., a private company with limited liability (“besloten vennootschap met beperkte aansprakelijkheid”) registered with\nthe commercial register of the Chambers of Commerce in the Netherlands under number 54468701 with its registered office at World Trade\nCenter Schiphol
6542d2bf40e9b59abc61ad5ed7644852.pdf	effective_date jurisdiction party term	EX-10.9 4 ex10_9.txt NON COMPETE AGREEMENT COVENANT NOT TO COMPETE AND NON-DISCLOSURE\nAGREEMENT PARTIES: Mark G. Parker (EMPLOYEE) NIKE, Inc., an Oregon corporation, and its divisions,\nsubsidiaries and affiliates (NIKE) DATE: October 6, 1994 RECITALS: A. This Covenant Not to Compete is executed\nupon the EMPLOYEE's assumption of additional responsibilities for worldwide marketing and development activities of\nNIKE. B. Over the course of EMPLOYEE's employment with NIKE, EMPLOYEE will be or has been exposed to and/or\nin a position to generate confidential information including but not limited to confidential techniques, methods, styles,\ndesigns and design concepts, developments, customer lists, vendor lists, contract factory lists, pricing information,\nmanufacturing plans, business plans, marketing plans, sales information, methods of operation, knowledge and data\nrelating to processes, products, machines, compounds and compositions, formulae, lasts and molds. It is anticipated that\nEMPLOYEE will continue to be exposed to confidential information, will be exposed to more confidential information\nand to confidential information of greater sensitivity as EMPLOYEE advances in the company. This confidential\ninformation is information peculiar to NIKE's business. The nature of NIKE's business is highly competitive and\ndisclosure of any confidential information would result in severe damage to NIKE and be difficult to measure. C . NIKE\nmakes use of the confidential information described in paragraph B above throughout the world. This confidential\ninformation of NIKE can be used to NIKE's detriment anywhere in the world. D. The provisions of this Covenant Not to\nCompete and Non-Disclosure Agreement are a condition of EMPLOYEE's employment advancement with NIKE. E.\nThe provisions of this Covenant Not to Compete and Non-Disclosure Agreement are reasonable. AGREEMENTS: 1.\nCOVENANT NOT TO COMPETE. During the period of time EMPLOYEE is employed by NIKE, under the terms of\nany employment contract or otherwise, and for one (1) year thereafter, EMPLOYEE will not directly or indirectly, own,\nmanage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by\nor connected in any manner with, any business engaged anywhere in the world in the athletic footwear business, athletic\napparel business, or any other business which directly competes with NIKE or any of its subsidiaries or affiliated\ncorporations. This provision is (a) subject to NIKE's option to waive, but only with the concurrence of the EMPLOYEE,\nall or any portion of the one (1) year time period of non-competition following termination more specifically provided\nfor in paragraph 2; and (b) subject to NIKE's option to specifically identify, at the time of termination, those businesses\nwhich EMPLOYEE may not be employed by or connected with for the period of non-competition. NIKE agrees to act in\ngood faith in its exercise of the above-noted options. 2. ADDITIONAL CONSIDERATION. a . As additional\nconsideration for the covenant not to compete described in paragraph 1 above, it is agreed that: (i) If EMPLOYEE\nvoluntarily leaves the employ of NIKE at any time during the term hereof, NIKE shall pay EMPLOYEE an amount per\nmonth equal to one-twenty-fourth (1/24) of EMPLOYEE's then current "Annual NIKE Income" (defined herein to mean\nbase salary and bonuses received by EMPLOYEE during the twelve (12) month period immediately preceding\ntermination), or $20,833.34 per month, whichever is greater, for the one (1) year period of non- competition following\nvoluntary termination of employment, payable on the first day of each month, or (ii) If EMPLOYEE is involuntarily\nterminated by NIKE at any time during the term hereof, either with or without cause, NIKE shall pay EMPLOYEE an\namount per month equal to one-twelfth (1/12) of EMPLOYEE's then current Annual NIKE Income, or $41,666.67 per\nmonth, whichever is greater, for the one (1) yea
6750684aa13cb781eddb8f6fd9238e07.pdf	effective_date jurisdiction party term	EX-10.42 4 dex1042.htm EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE\nAGREEMENT\nEXHIBIT 10.42\nEMPLOYEE\nCONFIDENTIALITY, INVENTION ASSIGNMENT\nAND NON-COMPETE AGREEMENT\nTHIS EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT (“Agreement”) is made as\nof the date set forth on the signature page below between Inspire Pharmaceuticals, Inc. (“Inspire”), and the person whose name is set forth on the\nsignature page below as Employee (“Employee”).\nIn consideration of Employee’s employment or continued employment by Inspire, with the intention that this Agreement shall apply to the\nentire period of Employee’s employment with Inspire (including the period prior to the date of this Agreement), Employee hereby agrees as follows:\n1. CONFIDENTIAL INFORMATION DEFINED. “Confidential Information” means trade secrets, proprietary information and materials, and confidential\nknowledge and information which includes, but is not limited to, matters of a technical nature (such as discoveries, ideas, concepts, designs,\ndrawings, specifications, techniques, models, diagrams, test data, scientific methods and know-how, and materials such as reagents, substances,\nchemical compounds, subcellular constituents, cell or cell lines, organisms and progeny, and mutants, derivatives or replications derived from or\nrelating to any of the foregoing materials), and matters of a business nature (such as the identity of customers and prospective customers, the nature\nof work being done for or discussed with customers or prospective customers, suppliers, marketing techniques and materials, marketing and\ndevelopment plans, pricing or pricing policies, financial information, plans for further development, and any other information of a similar nature not\navailable to the public).\n“Confidential Information” shall not include information that: (a) was in Employee’s possession or in the public domain before receipt from\nthe Company, as evidenced by the then existing publication or other public dissemination of such information in written or other documentary form;\n(b) becomes available to the public through no fault of Employee; (c) is received in good faith by Employee from a third party who is not subject to\nan obligation of confidentiality to the Company or any other party; or (d) is required by a judicial or administrative authority or court having\ncompetent jurisdiction to be disclosed by Employee, provided that Employee shall promptly notify the Company and allow the Company a\nreasonable time to oppose or limit such order.\n2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF INSPIRE. Employee acknowledges that, during the period of Employee’s employment\nwith Inspire, Employee has had or will have access to Confidential Information of Inspire. Therefore, Employee agrees that both during and after the\nperiod of Employee’s employment with Inspire, Employee shall not, without the prior written approval of Inspire, directly or indirectly (a) reveal,\nreport, publish, disclose or transfer any Confidential Information of Inspire to any person or entity, or (b) use any Confidential Information of Inspire\nfor any purpose or for the benefit of any person or entity, except as may be necessary in the performance of Employee’s work for Inspire.\n3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF OTHERS. Employee acknowledges that, during the period of Employee’s employment\nwith Inspire, Employee may have had or will\n-1-\nhave access to Confidential Information of third parties who have given Inspire the right to use such Confidential Information, subject to a non-\ndisclosure agreement between Inspire and such third party. Therefore, Employee agrees that both during and after the period of Employee’s\nemployment with Inspire, Employee shall not, without the prior written approval of Inspire, directly or indirectly (a) reveal, report, publish, disclose\nor transfer any Confidential Information of such th
6a1526e7b6044ef4589f657d13c2f61a.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 11 dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nSTRICTLY CONFIDENTIAL\nSeptember 3, 2007\nDanaher Corporation\n2099 Pennsylvania Avenue, NW\n12th Floor\nWashington, D.C . 20006\nAttention: Jonathan Schwarz\nLadies and Gentlemen:\nYou have requested information from Tektronix, Inc. (the “Company”) in connection with your consideration of a possible transaction\nregarding the Company (a “Transaction”). The Company may in its sole discretion from time to time furnish or otherwise make available to you\ncertain information about its business in consideration for your agreement to abide by the confidentiality and other terms of this letter agreement\n(this “Agreement”).\n1. Confidentiality.\n(a) You agree to keep confidential and to use only for the purpose of evaluating a possible Transaction between us all non-public\ninformation concerning the Company that the Company or its Representatives (as hereinafter defined) furnishes or otherwise provides to\nyou or your Representatives in the course of your investigation and whether in oral, written or electronic form, together with any reports,\nanalyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by you or your\nRepresentatives that contain such information (collectively, the “Evaluation Material”); provided, however, that (i) any Evaluation\nMaterial may be disclosed to officers, directors, employees, accountants, legal counsel, investment bankers, commercial banks and other\nfunding sources, consultants, and other representatives (such persons being generally referred to herein as “Representatives”) of yours\nwho need to know such information for the purpose of evaluating a Transaction between us so long as you cause your Representatives to\ntreat the Evaluation Material in a confidential manner and in accordance with the terms hereof, (ii) any disclosure of the Evaluation\nMaterial may be made to which the Company expressly consents in writing and (iii) any disclosure of the Evaluation Material may be\nmade as outlined in Section 1(d) below. Notwithstanding the above, the term “Evaluation Material” does not include information that\n(i) was or becomes available to you on a non-confidential basis from a source other than the Company or its Representatives, provided\nthat, after making reasonable inquiry, you do not know such other source to be bound by a confidentiality obligation to the Company\nwith respect to such information, (ii) was or becomes available to the public (other than as a result of a breach by you or your\nRepresentatives of this Agreement), (iii) is already in your or your Representatives’ possession at the time of its disclosure or (iv) is\nindependently developed by you without reference to any Evaluation Material. You agree to treat (and shall cause your Representatives\nto treat) the Evaluation Material with at least the degree of care that you treat similar materials of your own, or a higher standard of care\nif reasonable under the circumstances.\n(b) Each of the parties hereto agrees that neither it nor any of its Representatives will, without the prior written consent of the other,\ndirectly or indirectly, (i) disclose to any other person (other than its Representatives) the fact that discussions or negotiations may take\nplace, are taking place or have taken place concerning a possible Transaction or any of the terms or other facts relating thereto, including\nthe status thereof, (ii) disclose to any other person (other than its Representatives) the existence or the terms of this Agreement, or\n(iii) disclose to any other person (other than its Representatives) that you or\n1\nyour Representatives have received or produced any Evaluation Material; provided, however, that any disclosure prohibited by this\nparagraph may be made to the extent the disclosing party has received the advice of its outside counsel that such disclosure is required to\nbe made by it in ord
6a36b4507a0e2e9f93f2159e743adecd.pdf	effective_date jurisdiction party term	EX-99 .2 3 exhibit992confidentialitya.htm EXHIBIT 99.2\nExhibit 99.2\nEMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nTHIS AGREEMENT is made as of December 16, 2014, by the undersigned employee (hereinafter called “Employee”) of American Realty\nCapital Properties, Inc. (together with all other affiliated and/or related entities of the foregoing, the “Employer'' or the “Company”) a Maryland\ncorporation.\nWHEREAS, prior to employment by Employer, Employee understood and agreed that an agreement containing restrictive and other provisions\nof the type hereinafter set forth would be entered into by Employee as an ancillary part of the taking of such employment and Employee is in fact\nherein entering into such an agreement;\nWHEREAS, Employee understands that at various times Employee may be performing services for the benefit of any one or more of the entities\ncomprising the Employer even though Employee may actually be an employee of only one or less than all of such entities or individuals;\nWHEREAS, Employee understands and agrees that Employee will be an employee at will without employment or any right of employment for\nany fixed or particular time period or term notwithstanding that Employee's compensation arrangements now or in the future may be based upon\na stated time period or time basis which will not in any way constitute any agreement or understanding that Employee is or will be employed for\nthat or any other particular time period or for any fixed term, and at all times Employee will remain and be, in fact, an employee at will.\nNOW, THEREFORE, with intent to be legally bound, as an ancillary part of the taking of said employment and in consideration thereof,\nEmployee agrees as follows:\n1. CONFIDENTIAL AND PROPRIETARY INFORMATION OF EMPLOYER\nThe Employee recognizes and acknowledges that certain assets of the Employer constitute Confidential Information. The term “Confidential\nInformation” as used in this Agreement shall mean all information which is known only to the Employee or the Employer, other employees of\nthe Employer, or others in a confidential relationship with the Employer, and relating to the Employer's business including, without limitation,\ninformation regarding clients, customers, pricing policies, methods of operation, proprietary Employer programs, sales products, profits, costs,\nmarkets, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time,\nwhich the Employee acquired or obtained by virtue of work performed for the Employer, or which the Employee may acquire or may have\nacquired knowledge of during the performance of said work. The Employee shall not, during or after the term of Employee's employment with\nthe Company (the “Term”), disclose all or any part of the Confidential information to any person, firm, corporation, association, or any other\nentity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder, unless and\nuntil such Confidential Information becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality\nobligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the\nEmployee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with\nhim any documents or data of any kind or any reproductions (in whole or in part) or extracts of any items relating to the Confidential\nInformation.\nIn the event that the Employee receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative\ndemand or similar process) to disclose all or any part of 1he Confidential Information, the Employee agrees to (a) promptly notify the Employer\nin writing of the existence, terms and circumstan
6c0e2103cb185f28b0c1e9109c674836.pdf	effective_date jurisdiction party term	EX-10.12 26 dex1012.htm CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (MICHAEL\nWEINHOLD)\nExhibit 10.12\nExecutive Employees\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nThis Confidentiality and Non-Competition Agreement (“Agreement”) is entered into by and between Verso Paper Holdings LLC, a Delaware\nlimited liability company (“Verso Paper”), and Michael Weinhold (“Employee”), to allow Employee to have access to certain valuable competitive\ninformation and business relationships of Verso Paper while also providing protection for such information and relationships.\nWHEREAS, Verso Paper is willing to employ Employee in the position of Vice President, General Counsel and Secretary, and Employee is\nwilling to accept such employment upon the terms and conditions set forth herein; and,\nWHEREAS, Verso Paper is willing to provide Employee with certain benefits, as set forth herein, even after the employment relationship with\nEmployee has ended in order to protect its valuable competitive information and business relationships; and\nWHEREAS, after having ample opportunity to discuss, negotiate, and revise as necessary, the parties are willing to enter into this Agreement;\nNOW, THEREFORE, the parties hereto agree as follows:\n1. Definitions\n(a) As used in this Agreement, the term “Protected Information” shall mean all information, documents or materials, owned, developed\nor possessed by Verso Paper or any employee while in the employ of Verso Paper, whether in tangible or intangible form, which (i) Verso\nPaper takes reasonable measures to maintain in secrecy, and (ii) pertains in any manner to Verso Paper’s business, including but not\nlimited to Research and Development (as defined below); customers or prospective customers, targeted national accounts, or strategies\nor data for identifying and satisfying their needs; present or prospective business relationships; present, short term, or long term strategic\nplans; acquisition candidates; plans for corporate restructuring; products under consideration or development; cost, margin or profit\ninformation; data from which any of the foregoing types of information could be derived; human resources (including compensation\ninformation and internal evaluations of the performance, capability and potential of Verso Paper employees); business methods, data\nbases and computer programs.\n“Research and Development” shall include, but not be limited to (i) all short term and long term basic, applied and developmental\nresearch and technical assistance and specialized research support of customers or active prospects, targeted national accounts, of Verso\nPaper operating divisions; (ii) information relating to manufacturing and converting processes, methods, techniques and equipment and\nthe improvements and innovations relating to\nsame; quality control procedures and equipment; identification, selection, generation and propagation of tree species having improved\ncharacteristics; forest resource management; innovation and improvement to manufacturing and converting processes such as shipping,\npulping bleaching chemical recovery papermaking, coating and calendaring processes and in equipment for use in such processes;\nreduction and remediation of environmental discharges; minimization or elimination of solid and liquid waste; use and optimization of\nraw materials in manufacturing processes; recycling and manufacture paper products; recycling of other paper or pulp products; energy\nconservation; computer software and application of computer controls to manufacturing and quality control operations and to inventory\ncontrol; radio frequency identification and its use in paper and packaging products; and product process improvement development or\nevaluation; and (iii) information about methods, techniques, products equipment, and processes which Verso Paper has learned do not\nwork or do not provide beneficial results (“negative know-how”) as well as those which do work whic
6c889ccacbb7001b067a36fd76a6a54c.pdf	effective_date jurisdiction party term	EX-99.(E)(3) 2 dex99e3.htm MUTUAL NONDISCLOSURE AGREEMENT\nExhibit (e)(3)\nMUTUAL NONDISCLOSURE AGREEMENT\nTHIS AGREEMENT is made February 7, 2008 between Blackbaud Inc., a Delaware corporation (“Blackbaud”), and Kintera, Inc., a\nDelaware corporation (“Company”).\n1. Purpose. Blackbaud and Company wish to explore a business possibility (the “Proposed Transaction”) under which each may disclose, by\nthemselves or through their respective representatives, attorneys or agents, its Confidential Information to the other.\nDefinition. “Confidential Information” means any information, technical data, or know-how, including, but not limited to, that which relates to\nresearch, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering,\nhardware configuration information, marketing or finances, the identity of the parties, financial and business plans, strategies and projections, or that\nis of such a nature that would reasonably be construed as confidential or proprietary which Confidential Information is designated in writing to be\nconfidential or proprietary, or if given orally, is identified as confidential at the time of disclosure or confirmed promptly in writing as having been\ndisclosed as confidential or proprietary. Notwithstanding the foregoing, Confidential Information shall not include: (i) information that at the time of\ndisclosure is generally available to the public or is otherwise available to the receiving party other than on a confidential basis; (ii) information that,\nafter disclosure, becomes generally available to the public by publication or otherwise through no fault of the receiving party; (iii) information\ndisclosed to the receiving party by a third party not under an obligation of confidentiality to the disclosing party; or (iv) information that can be\nclearly demonstrated to be developed by an employee, agent or contractor of the party independently of the disclosures by the disclosing party. In the\nevent that a party or its representative is required by applicable law, regulation or legal process to disclose any of the Confidential Information, such\nparty will notify the other party promptly so that the other party may seek a protective order or other appropriate remedy, consult with such party\nregarding taking steps to resist or narrow the scope of the required disclosure or, in the other party’s sole discretion, waive compliance with the terms\nof this Confidentiality Agreement. Such party and its representatives will cooperate fully with the other party and its representatives in any attempt\nby such party to obtain any such protective order or other remedy. In the event that no such protective order or other remedy is obtained, or that the\nother party waives compliance with the terms of this Agreement, such party will furnish only that portion of the Confidential Information which it is\nadvised by counsel is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be\naccorded to the Confidential Information disclosed.\n2. Nondisclosure of Confidential Information. Blackbaud and Company agree, and agree to use its best efforts to cause any employee or\nthird party with access to Confidential Information, not to use the Confidential Information disclosed to it by the other party for its own use or for\nany purpose except to carry out discussions concerning and the undertaking of any business relationship between the two. Neither will disclose the\nConfidential Information of the other to third parties or to the receiving party’s employees except for such attorneys, bankers, advisors and\nemployees who are required to have the information in order to carry out the contemplated business. Each has had or will have such third parties and\nemployees to whom Confidential Information of the other is disclosed, or who will have access to Confidential Information o
6e023262e1d6b3a98d36e937a55b59f5.pdf	effective_date jurisdiction party term	EX-10.1 2 dex101.htm CONFIDENTIALITY, NON-SOLICITATION OF ASSOCIATES AND NON-COMPETITION\nAGREEMENT\nExhibit 10.1\nCONFIDENTIALITY, NON-SOLICITATION OF ASSOCIATES AND NON -COMPETITION AGREEMENT\nAs an associate of Ann Taylor, Inc. (the “Company”), you will have access to or may develop trade secrets, intellectual property, and other\nconfidential and proprietary information of the Company. Therefore, in consideration of your employment and your eligibility for the payments\ndescribed in Paragraph 2 below, and in recognition of the highly competitive nature of the Company’s business, you agree as follows:\n1. Protection of Confidential Information.\n(a) You acknowledge that your employment by the Company involves your obtaining knowledge of Confidential Information (as defined below)\nregarding the business and affairs of the Company.\n(b) Accordingly, you agree that:\n(i) except in compliance with legal process, you will keep secret all Confidential Information and other confidential matters of the Company\nwhich are not otherwise in the public domain and will not disclose them to anyone outside of the Company, wherever located (other than\nto a person to whom disclosure is reasonably necessary or appropriate in connection with the performance of your duties as an employee\nof the Company), either during or after your employment, except with the prior written consent of the Chief Executive Officer or the\nGeneral Counsel of the Company. In the event that you are required to disclose any Confidential Information or other confidential\nmatters of the Company to comply with legal process, you shall provide reasonable advance notice of such legal process to the General\nCounsel of the Company prior to disclosure of any Confidential Information or confidential matters and will not challenge the\nCompany’s standing or ability to seek an order of protection or otherwise seek to prevent or limit disclosure pursuant to such legal\nprocess consistent with applicable law;\n(ii) you will deliver promptly to the Company on termination of your employment or at any other time the Company may so request, all\nmemoranda, notes, records, customer lists, reports and other documents (whether in paper or electronic form and all copies thereof)\nrelating to the business of the Company and all other Company property which you obtained or developed while employed by, or\notherwise serving or acting on behalf of, the Company and which you may then possess or have under your control, whether directly or\nindirectly; and\n(iii) you will not use Confidential Information for your personal benefit or for the benefit of another person or entity.\n(c) For purposes of this Agreement, “Confidential Information” refers to information of the Company (including its affiliated companies) or its\nsuppliers, technology service providers, licensors, clients, and employees, including without limitation information relating to designs,\nproducts, processes, formulas, merchandising, real estate strategy, contract terms, client lists, sourcing information and strategies, technology,\nmarketing plans, advertising, corporate assessments and strategic plans, financial and statistical information, accounting information, pricing\nand business affairs, associate compensation and relative skills and abilities, which have been or are disclosed or available to you and which\nare either designated at the time of disclosure as confidential or which you know or have reason to know are confidential, regardless of the\nform or media in which such information is disclosed.\n2. Non-solicitation of Associates; Non-competition.\n(a) During your employment and for a period of 12 months after your separation from the Company for any reason whatsoever, whether voluntary\nor involuntary (the “Non-Solicitation Period”), you shall not directly or indirectly, (1) solicit, induce, or attempt to influence any associate at\nthe director level or above to leave his or her employment with the Company o
6ec8ff0b13d72fd1164419f10e8e7f41.pdf	effective_date jurisdiction party term	Exhibit A\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (this “Agreement”) is made as of this day of\n, 2017 by and between resTORbio, Inc., a\nDelaware corporation (hereinafter referred to collectively with its Affiliates as the “Company”), and Joan Mannick (the “Employee”).\nThe Company desires to employ the Employee to provide services to the Company. In consideration of the employment or the continued\nemployment of the Employee by the Company, the Company and the Employee agree as follows:\n1. Condition of Employment.\nThe Employee acknowledges that Employee’s employment and/or the continuance of that employment with the Company is\ncontingent upon Employee’s agreement to become a party to and adhere to the provisions of this Agreement. The Employee further\nacknowledges that the nature of the Company’s business is such that protection of its proprietary and confidential information and the proprietary\nand confidential information of its Affiliates is critical to the survival and success of the Company’s business.\n2. Proprietary and Confidential Information.\na. The Employee agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature\nconcerning the Company’s or any Affiliate’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive\nproperty of the Company (or any person or entity designated by the Company). By way of illustration, but not limitation, Proprietary Information\nmay include discoveries, ideas, inventions, products, product improvements, product enhancements, processes, methods, techniques, formulas,\ncompositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research\ndata, clinical data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used\npursuant to a license agreement), computer software code, computer games, customer, prospect and supplier lists, and contacts at or knowledge\nof customers or prospective customers of the Company or any Affiliate, and the names of, contact information of, and any other data concerning,\nexisting and prospective Affiliates and existing and prospective investors of such Affiliates. The Employee shall not disclose any Proprietary\nInformation to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of\nEmployee’s duties as an employee of the Company) without written approval by an officer of the Company, either during or after Employee’s\nemployment with the Company. The Employee shall use the Employee’s best efforts to prevent unauthorized publication or disclosure of any of\nthe Company’s Proprietary Information.\nb. The Employee agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory\nnotebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible\nmaterial containing Proprietary Information, whether created by the Employee or others, which shall come into Employee’s custody or\npossession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of Employee’s duties for\nthe Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such\nmaterials or copies thereof and all tangible property of the Company in the custody or possession of the Employee shall be delivered to the\nCompany, upon the earlier of (i) a request by the Company or (ii) termination of Employee’s employment for any reason. After such delivery, the\nEmployee shall not retain any such materials or copies thereof or any such tangible property.\nc. The Employee agrees that Employee’s obligation not to disc
6ecf1846ef305f44deb8f5c64da3b999.pdf	effective_date jurisdiction party term	EX-10.1 3 dex101.htm CONFIDENTIALITY AND NONSOLICITATION AGREEMENT\nExhibit 10.1\nCONFIDENTIALITY AND NONSOLICITATION AGREEMENT\nTHIS CONFIDENTIALITY AND NONSOLICITATION AGREEMENT, (“Agreement”) made as of the 21st\nday of January, 2003, by and between\nBoston Safe Deposit &Trust Company, and on behalf of Mellon Bank, N.A, their parent companies, subsidiaries, affiliates, related entities,\nsuccessors and assigns (collectively “BSD&T”) and James P. Palermo (hereinafter “Palermo”) in consideration of employment by BSD&T and as a\ncondition precedent to the following additional compensation, the adequacy, sufficiency and receipt of which are hereby acknowledged, agree as\nfollows:\nARTICLE 1: CONSIDERATION\nIn exchange for Palermo’s execution of this Agreement within thirty (30) days of his receipt of the Agreement and as a condition precedent, BSD&T\nagrees to provide Palermo with a stock option award of 20,000 shares of Mellon Financial Corporation (“MFC”) Type I options (“Award”) upon\napproval of the Award by MFC Human Resources Committee at its January 21, 2003 meeting and his execution of the individualized stock option\nagreement. The Award is subject to the terms and conditions set forth in the MFC Long Term Profit Incentive Plan (1996), which is incorporated by\nreference.\nARTICLE 2: CONFIDENTIAL INFORMATION\n2.01 Definition of and Ownership of Confidential Information. Palermo recognizes, acknowledges and agrees that:\n(a) In the course of Palermo’s employment by BSD&T and as a Vice Chair of MFC Palermo has had and it will be necessary for Palermo to be\ngiven or have access to and become informed of confidential or proprietary information which BSD&T possesses or to which BSD&T has\nrights, which relates to BSD&T and which is not generally known to the public or in the trade and is a competitive asset of BSD&T, or\ninformation which constitutes a “trade secret” of BSD&T, as that term is defined by the Uniform Trade Secrets Act, as amended and approved\nby the National Conference of Commissioners on Uniform State Laws in 1985, including without limitation, (i) BSD&T’s planning data,\nrecords, observations and marketing strategies or techniques, computer programs, system documentation, manuals, formulae, processes,\noperation methods, machines, compositions; (ii) non-public terms of any new products, data bases, and investment strategies of BSD&T,\ntrading, arbitrage and/or hedging techniques or strategies,; (iii) non-public information relating to BSD&T personnel matters; (iv) BSD&T’s\nfinancial results and information about its business condition; (v) non-public terms of any investment, management or advisory agreement or\nother material contract of BSD&T; (vi) BSD&T’s proprietary software and related documents; (vii) BSD&T’s customer and client and\nprospecting lists, identifying information and contact persons at such customers and clients and prospects; and (viii) non-public material\ninformation concerning BSD&T’s clients or customers or their operations, condition (financial or otherwise) or plans whether such is original,\nduplicated, computerized, memorized, handwritten or in any other form (collectively referred to herein as the “Confidential Information”);\n(b) Confidential Information shall not include information generally known to the public other than by virtue of a breach of this Agreement by\nPalermo, information rightfully known to Palermo without limitation on disclosure prior to its receipt from BSD&T or a customer of\nBSD&T, information rightfully received from a third party without limitation on disclosure and information generally made available by\nBSD&T or a client or customer of BSD&T to third parties without restriction on disclosure; or information required to be disclosed by law,\nrule, regulation or order without an obligation of confidentiality on the part of the recipient, provided that prior to making any disclosure under\nthis clause Palermo shall, if permissible
6ef3c1b23f4cc41fb6eb045cc9c21a1a.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 3 g11116exv99wxeyx2y.htm EX-99.(E)(2) CONFIDENTIALITY AGREEMENT\nExhibit 99(e)(2)\nOctober 12, 2007\nReckitt Benckiser plc\n103-105 Bath Road\nSlough\nBerks\nSL1 3UH\nAttn: Andrew Baldry\nCorporate Development Director\nCONFIDENTIALITY AGREEMENT\nDear Sir or Madam:\nIn connection with your possible interest in a potential business combination (the “Transaction”) involving Adams\nRespiratory Therapeutics, Inc. (the “Company”), you have requested that we or our representatives furnish you or your\nrepresentatives with certain information relating to the Company or the Transaction. All such information (whether oral or\ncontained on written or other tangible or electronic medium) furnished (whether before or after the date hereof) by us or our\ndirectors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and\naccountants) or agents (collectively, “our Representatives”) to you or your directors, officers, employees, affiliates,\nrepresentatives (including, without limitation, financial advisors, attorneys and accountants) or agents or your potential\nsources of financing for the Transaction (collectively, “your Representatives”) and all analyses, compilations, forecasts,\nstudies or other documents prepared by you or your Representatives in connection with your or their review of, or your\ninterest in, the Transaction which contain or reflect any such information is hereinafter referred to as the “Information”. The\nterm Information will not, however, include information which (i) is or becomes publicly available other than as a result of a\ndisclosure by you or your Representatives or (ii) is or becomes available to you on a nonconfidential basis from a source\n(other than us or our Representatives) which, to the best of your knowledge after due inquiry, is not prohibited from disclosing\nsuch information to you by a legal, contractual or fiduciary obligation to us.\nAccordingly, you hereby agree that:\n1. You and your Representatives (i) will keep the Information confidential and will not (except as required by legal\nprocess, and only after compliance with paragraph 3 below), without our prior written consent, disclose any Information\nin any manner whatsoever, and (ii) will not use any Information other than in connection with the Transaction; provided,\nhowever, that you may reveal the Information to your Representatives (a) who need to know the Information for the\npurpose of evaluating the Transaction, (b) who are informed by you of the confidential nature of the Information and\n(c) who agree to act in accordance with the terms of this letter agreement. You will cause your Representatives to observe\nthe terms of this letter agreement, and you will be responsible for any breach of this letter agreement by any of your\nRepresentatives.\n2. You and your Representatives will not (except as required by legal process, and only after compliance with\nparagraph 3 below), without our prior written consent, disclose to any person the fact that the Information exists or has\nbeen made available, that you are considering the Transaction or any other transaction involving the Company, or that\ndiscussions or negotiations are taking or have taken place concerning the Transaction or involving the Company or any\nterm, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation,\nthe status thereof.\n3. In the event that you or any of your Representatives are requested pursuant to, or required by, applicable law,\nregulation or legal process to disclose any of the Information, you will notify us promptly so that we may seek a\nprotective order or other appropriate remedy or, in our sole discretion, waive compliance with the terms of this letter\nagreement. In the event that no such protective order or other remedy is obtained, or that the Company does not waive\ncompliance with the terms of this letter agr
6f4d9016a432cc2465d798c71d5d2e4f.pdf	effective_date jurisdiction party term	EX-10.3 6 exhibit10c.htm NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nExhibit 10.3\nNON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is made as of the ___ day of\n_ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ , 2005, by and between ENERGIZER HOLDINGS, INC., (hereinafter referred to as “ENERGIZER” and as defined in\nParagraph 11) and J. PATRICK MULCAHY (hereinafter referred to as “MR. MULCAHY”).\nWHEREAS, MR. MULCAHY is an employee of ENERGIZER in a key leadership and strategic position;\nWHEREAS, ENERGIZER and MR. MULCAHY acknowledge that, in MR. MULCAHY’s capacity as an employee of ENERGIZER,\nMR. MULCAHY did contribute to and/or receive Confidential Information, and MR. MULCAHY acknowledges that ENERGIZER will suffer\nirreparable harm if MR. MULCAHY, after having developed and/or created and/or becoming familiar with any such Confidential Information,\nmakes any unauthorized disclosure or communication of such Confidential Information to any third party or makes any use of such\nConfidential Information wrongfully or in competition with ENERGIZER;\nWHEREAS, MR. MULCAHY has indicated his interest in retiring; and\nWHEREAS, ENERGIZER desires to receive from MR. MULCAHY a covenant not to engage (either directly or indirectly) in\ncompetition with, or to solicit any client or account of, ENERGIZER; and\nWHEREAS, ENERGIZER desires to receive from MR. MULCAHY a covenant not to disclose certain information relating to\nENERGIZER’s business; and\nWHEREAS, ENERGIZER and MR. MULCAHY desire to confirm the terms and conditions of their agreements and understandings.\nNOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, and the parties hereto agree as follows:\n1. Covenants Not to Compete or Disclose. MR. MULCAHY acknowledges that the services rendered to ENERGIZER in the\naforesaid capacity are of a special character which have a unique value to ENERGIZER, the loss of which cannot be adequately\ncompensated by damages in an action of law. MR. MULCAHY agrees that by virtue of his employment, he has gained a special and unique\nunderstanding of ENERGIZER’s business in the formulation, processing, manufacturing, sale, and marketing of ENERGIZER’s battery and\nbattery related products and ENERGIZER’s wet-shave products, as well as other products formulated, processed, manufactured, sold, or\nmarketed by ENERGIZER during the tenure of MR. MULCAHY’s employment. MR . MULCAHY at all times recognizes and respects the\nadvantageous business relationship which exists between ENERGIZER and present and potential customers who have been made aware\nof the products and services of ENERGIZER. MR. MULCAHY makes the covenants contained in this Agreement in view of (i) the unique\nvalue of the services of MR. MULCAHY for which ENERGIZER has employed MR. MULCAHY; (ii) the Confidential Information obtained by\nor disclosed to MR. MULCAHY as an employee of ENERGIZER; and (iii) ENERGIZER’s agreement to provide MR. MULCAHY with\nconsideration as provided herein.\n2.\nNon-Competition.\na.\nMR. MULCAHY agrees that for a period of five (5) years after termination of MR. MULCAHY’s employment\n--\ni.e ., from January 25, 2005 through January 25, 2010 -- (“the Non-Compete Period”), MR. MULCAHY will not compete\nagainst ENERGIZER in ENERGIZER business.\nb.\nFor purposes of this Agreement, “ENERGIZER business” shall mean any of the following business\nactivities: all aspects of manufacturing, marketing, distributing, consulting with regard to, and/or operating a facility for the\nmanufacturing, processing, marketing, or distribution of batteries, lighting products, rechargeable batteries, related battery and\nlighting products, and wet-shave products. “ENERGIZER business” includes products and/or methods that presently are used,\nwere used, or are under deve
7082d6dc98f0275c310f264c481abaf7.pdf	effective_date jurisdiction party term	EX-10.2 3 vnb30097818-ex102.htm NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION\nAGREEMENT\nExhibit 10.2\nNon-Disclosure, Non-Solicitation and Non-Competition Agreement\nDate: March 2, 2017\nName: Glenn W. Rust\nVirginia National Bank and its affiliates, including Virginia National Bankshares Corporation and VNBTrust, N.A., also known as VNB Wealth\nManagement (together “VNB”), has provided you with the continued opportunity to be a key member of VNB’s executive management team. As a\ncondition of your employment opportunity with VNB, you must sign and return this Non-Disclosure, Non-Solicitation and Non-Competition\nAgreement (this “Agreement”).\nIn consideration of this employment opportunity, your compensation, including your base salary, potential incentive compensation, Management\nContinuity Agreement with VNB, benefits, training, personal and professional growth potential, the opportunity to play an integral role in the\ncontinued growth and development of a community-based financial services organization, and other good and valuable consideration, the adequacy\nand receipt of which are hereby acknowledged, with your signature you acknowledge and agree to the following:\n1. Acknowledgement of VNB’s Interest.\nYou acknowledge that VNB has invested substantial time, money and resources in the development and retention of its customers, accounts,\nbusiness and employees. You acknowledge and agree that any and all "goodwill" associated with any customer, account, business or employee of\nVNB belongs exclusively to VNB. You further acknowledge and agree that during the course of your performing services for VNB, VNB employees\nand/or customers may furnish, disclose or otherwise make available to you confidential and proprietary information and that VNB may provide you\nwith unique and specialized training. You also acknowledge that (a) such relationships, information and training have been, and will continue to be,\ndeveloped by VNB through the expenditure by VNB of substantial time, effort and money, (b) all such relationships, information and training are\nvaluable to VNB and (c) use of such relationships, information and training by you other than for VNB’s benefit will cause substantial harm to VNB.\n2. Non-Disclosure of Confidential and Proprietary Information.\nVNB has developed and continues to develop, use and maintain confidential and proprietary information, which may include competitive\ninformation and trade secrets, concerning VNB’s business, customers and employees, including, without limitation, the following: identity and other\ninformation related to present and prospective customers; business organization and structure; business and marketing plans and strategies; training\nprograms and materials; product information; personnel information including employees' capabilities, salaries, benefits, and any other terms of\nemployment; policies, standards and procedures; current and prospective vendors and contracts; and profit, loss and other financial information\n(collectively, the "Confidential Information"). You acknowledge that during your employment with VNB you will have direct and indirect access to,\nand knowledge of, the Confidential Information, and you agree to take all reasonable measures to protect the confidentiality of such Confidential\nInformation. You agree to use the Confidential Information, both during and after your employment, for the sole benefit of VNB.\nYou agree and attest that any and all such Confidential Information is, and shall remain, the sole property of VNB. You agree that you will hold such\nConfidential Information in the strictest confidence and that you will not (except as required in the course of your employment with VNB, as\nrequired by any court, supervisory authority or administrative agency, or as otherwise required by applicable law) disclose, either directly or\nindirectly, any Confidential Information to any other business, firm, entity or person, unless such inf
719e1e9a02e3dcd2776e84261fc56900.pdf	effective_date jurisdiction party term	EX-10.3 4 dex103.htm CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nExhibit 10.3\nCONFIDENTIALITY & NON-DISCLOSURE AGREEMENT\nThis agreement (“Agreement”) is made as of the 1st\nday of September, 2008 (“Effective Date”) by and among THOMAS PROPERTIES\nGROUP, INC. and THOMAS PROPERTIES GROUP, L.P. (collectively, the “Company”), and PAUL S. RUTTER (the “Executive”).\nFor good and valuable consideration, Executive and Company hereby agree as follows:\n1. This Agreement will be effective on the Effective Date.\n2. Executive hereby assigns to Company all rights or interests that Executive may presently have or which may be acquired during the term of\nExecutive’s employment with the Company, in Company “Proprietary Information” as defined below in Section 5, and acknowledges that all such\nProprietary Information is the sole property of Company and its assigns.\n3. Subject to the provisions of Section 7 hereof, in the event that, during the term of Executive’s employment with the Company, Executive\ncreates or assists in the creation of any Company “Proprietary Information,” or any other Company intellectual property, and/or Executive prepares,\naccumulates or otherwise comes into possession of any materials or information during the course of performance of Executive’s duties which relate\nin any manner to Company’s business or development of services, Executive agrees that all such “Proprietary Information” and intellectual property\nshall be and remain the property of Company. In the event Executive’s employment with Company is terminated, for any reason, Executive shall\npromptly deliver to Company all such “Proprietary Information” and intellectual property (and any copies thereof), as well as any materials related\nto Company’s trade secrets or confidential information (and any copies thereof), which are within Executive’s custody or control.\n4. Executive agrees to disclose to Company all “Proprietary Information” and intellectual property developed during the term of his/her\nemployment, whether made solely or jointly with others, which relate to Company’s business, research, or development of products and services.\n5. During the term of Executive’s employment with Company and thereafter, Executive will not offer or disclose by any means, or use in any\nmanner, for Executive’s own benefit or the benefit of any other person or entity (other than Company or its affiliate Thomas Properties Group, L.P.),\nany Company “Proprietary Information” or Company intellectual property. As used herein, the terms “Proprietary Information,” “intellectual\nproperty” and “trade secrets,” shall include, but not be limited to: (a) all information of any kind regarding Company’s business, research, marketing,\nsales, operations and products and plans for development of new business products and services; (b) all operational designs and techniques related to\nbusiness, marketing and financial information or data of any kind related to Company’s business and business opportunities; (c) all information of\nany kind regarding Company’s suppliers, vendors, consultants, agents and customers, including lists or compilations of any such persons or entities;\n(d) all information of any kind regarding Company’s officers, directors and shareholders (other than Executive), including their respective abilities,\nfunctions, conduct or pay; (e) all proprietary information of any kind received or developed under agreement or other arrangement by\n1\nCompany with any third party; and (f) all unpublished materials received or developed, including all works of authorship, which relate to the\nbusiness of Company, including but not limited to those concerning proprietary, trade secret or Company-private information, investment strategies,\ndevelopment plans, research and development data, and any other technical reports relating to Company’s business operations now existing or which\nmay be developed du
71eb79f23dae6063d5c334bf057e9ab4.pdf	effective_date jurisdiction party term	EX-99.D.6 10 y31044exv99wdw6.htm EX-99.D.6: NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nExhibit (d)(6)\nNON- DISCLOSURE & CONFIDENTIALITY AGREEMENT\nTHIS NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT (hereinafter this “Agreement”) is made and entered into as of the 28th day of November,\n2006 (hereinafter “Effective Date”), by and between Shire Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at\n725 Chesterbrook Boulevard, Wayne, PA 19087 (“SHIRE”), L.E .K. Consulting LLC, 28 State Street, 16th Floor, Boston, Massachusetts 02109\n(“L.E.K.”), and New River Pharmaceuticals Inc., a Virginia corporation with offices located at The Governor Tyler, 1881 Grove Avenue,\nRadford, Virginia 24141 (“NEW RIVER”) (each individually hereinafter referred to as a “Party” and collectively referred to as “Parties”).\nRecitals\nWHEREAS the Parties intend to engage in discussions and evaluations concerning one or more potential arrangements by which SHIRE and\nNEW RIVER may enter into a business relationship or may enter into one or more business transactions related to “Project Night” (hereinafter\ncollectively referred to as the “Business Purpose”);\nWHEREAS SHIRE has engaged L.E.K . to assist SHIRE in its discussions and evaluations in connection with the Business Purpose;\nWHEREAS the Parties recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either NEW\nRIVER or SHIRE or both Parties to disclose Confidential Information (as defined below) to a Receiving Party, whether orally, in writing,\ngraphically, electronically or by visual inspection of the premises of the Disclosing Party, and\nWHEREAS the Parties intend that any Confidential Information disclosed by either NEW RIVER or SHIRE shall be used by any other Party\nonly to further the Business Purpose and that any Confidential Information disclosed shall be protected from further disclosure to unauthorized\nparties by the terms of this Agreement.\nNOW, THEREFORE, in consideration of the discussions and the sharing of information between the Parties, and the premises, conditions,\ncovenants and warranties herein contained, the Parties agree as follows:\n1. Definitions. For purposes of this Agreement, the terms below shall have the following meanings:\n(a) “Confidential Information” shall mean commercial, corporate, scientific, regulatory and technical information, including, without\nlimitation, data, materials, documents, agreements, lists, financial information, investments, information concerning current or proposed\nproducts, technologies, applications, service or methods of operation and/or business plans, customers, suppliers, and any copies or versions of\nthe information disclosed, relating to NEW\nCONFIDENTIAL\nRIVER or SHIRE, that NEW RIVER or SHIRE, respectively, regards as its highly valuable trade secrets, confidential information, and\nproprietary property. Where any Confidential Information is derived from the synthesis in a unique manner, or into a unique concept, of various\nelements that may be contained in the public domain, no part of the Confidential Information shall be deemed to be in the public domain or to be\nin the Receiving Party’s possession or to be thereafter acquired by the Receiving Party merely because it embraces information in the public\ndomain or general information that the Receiving Party may thereafter acquire.\n(b) “Disclosing Party” shall mean the Party disclosing Confidential Information.\n(c) “Receiving Party” Shall mean the Party receiving disclosure of the Confidential Information.\n(d) It is specifically understood and agreed that Confidential Information shall include the existence of this Agreement and its terms and the\nfact that the Parties are discussing and evaluating the Business Purpose.\n2. Applicability. This Agreement shall apply to all Confidential Information disclosed by the Disclosing Party to the Receiving 
71f9594b698dfefb2c9021c092fe0347.pdf	effective_date jurisdiction party term	EX-99.(D).(2) 10 dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nNovember 22, 2006\nPeter Brent\nMDS Inc.\n100 International Boulevard\nToronto, Ontario Canada M9W 6J6\nDear Peter:\nIn connection with your consideration of a possible transaction (the “Transaction”) with Molecular Devices Corporation (the “Company”), UBS\nSecurities LLC (“UBS”) as advisor to the Company, is prepared, subject to the terms and conditions of this agreement, to make available to you\ncertain information regarding the Company, its subsidiaries and its affiliates. This information (whether written or oral) furnished to you and your\nRepresentatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or\nother documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in\npart from such information, including that stored on any computer, word processor or other similar device, shall be referred to, collectively, as the\n“Evaluation Material”.\nYou hereby agree as follows:\n(1) You shall use the Evaluation Material solely for the purpose of evaluating the Transaction and you shall keep the Evaluation Material\nconfidential, except that you may disclose the Evaluation Material or portions thereof to those of your directors, officers, employees, affiliates,\nrepresentatives (including, without limitation, financial advisors, attorneys, and accountants), and your potential sources of financing (if any)\nfor the Transaction (collectively, the “Representatives”) (a) who need to know such information for the purpose of evaluating the Transaction,\n(b) who are informed by you of the confidential nature of the Evaluation Material, and (c) who agree to be bound by the terms of this\nagreement as if they were parties hereto. You shall be responsible for any breach of this agreement by your Representatives. In the event that\nyou or any of your Representatives are requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative\ndemand, or similar process) to disclose any of the Evaluation Material, you shall provide the Company and UBS with prompt prior written\nnotice of such requirement, you shall furnish only that portion of the Evaluation Material which you are advised by opinion of counsel is\nlegally required, you shall exercise your best efforts to obtain reliable assurance that confidential treatment will be accorded such Evaluation\nMaterial, and you shall cooperate fully with the Company in any attempt by the Company to obtain any protective orders or other appropriate\nremedies in connection therewith.\n(2) If you determine not to proceed with the Transaction, you will promptly inform UBS, as representative of the Company, of that decision and,\nin that case or at any time upon the request of UBS or the Company, you and your Representatives shall promptly either (i) destroy all copies\nof any written Evaluation Material in your or their possession or under your or their custody or control (including that stored in any computer,\nword processor, or similar device) and confirm such destruction to the Company and UBS, as representative of the Company, in writing or\n(ii) return to the Company or UBS, as representative of the Company, all copies of the Evaluation Material furnished to you by or on behalf of\nthe Company in your possession or in the possession of your Representatives. Any oral Evaluation Material will continue to be held subject to\nthe terms of this agreement.\n(3) The term “Evaluation Material” does not include any information which (i) at the time of disclosure is generally available to and known by the\npublic (other than as a direct or indirect result of a disclosure by you or by any of the Representatives) or (ii) was available to you on a non-\nconfidential basis from a source (other than UBS, the Company or their respective
724a6c9ea428637bd128cafb401b8a7e.pdf	effective_date jurisdiction party term	EX-10.10 11 a2235501zex-10 _10.htm EX-10 .10\nExhibit 10.10\nEXHIBITANon-Compe\nt\ni\nt\ni\non\n,\nNon-So\nl\ni\nc\ni\nt\na\nt\ni\non\n,\nConf\ni\nden\nt\ni\na\nl\ni\nt\nyandAss\ni\ngnmen\nt\nAgreemen\nt\nIncons\ni\nd era\nt\ni\nonandasacond\ni\nt\ni\nonofmyemp\nl\noymen\nt\nbyScho\nl\narRockLLC\n,\naDe\nl\naware\nl\ni\nm\ni\nt\ned\nl\ni\nab\ni\nl\ni\nt\nycompany(a\nl\nongw\ni\nt\nh\ni\nt\ns Aff\ni\nl\ni\na\nt\nes\nt\nhe"Company")\n,\nIherebyagreeasfo\nl\nl\nows\n:\nI\n.\nPropr\ni\ne\nt\naryInforma\nt\ni\non\n.\nIagree\nt\nha\nt\na\nl\nl\nCompanyandusemybes\nt\neffo r\nt\ns\nt\nopreven\nt\nt\nheunau\nt\nhor\ni\nzedd\ni\nsc\nl\nosureofa\nl\nl\nPropr\ni\ne\nt\nary\ni\nnforma\nt\ni\non\n,\nwhe\nt\nherorno\nt\ni\nnwr\ni\nt\ni\nng\n,\nwhe\nt\nherorno\nt\nd\ni\nsc\nl\nosedbeforeoraf\nt\nerIwasf\ni\nrs\nt\nemp\nl\noyedby\nt\nheCompany\n,\nconcern\ni\nng\nt\nheCompany\n'\nsbus\ni\nn ess\n,\nt\nechno\nl\nogy\n,\nbus\ni\nnessre\nl\na\nt\ni\non sh\ni\npsorf\ni\nna nc\ni\na\nl\naff a\ni\nrs\nt\nha\nt\nt\nheCompanyhasno\nt\nre\nl\neased\nt\no\nt\nhegenera\nl\npub\nl\ni\nc (co\nl\nl\nec\nt\ni\nve\nl\ny\n,\n"Propr\ni\ne\nt\naryInforma\nt\ni\non")\n,\nanda\nl\nl\nt\nang\ni\nb\nl\neembod\ni\nmen\nt\ns\nt\nhereof\n:\nareandw\ni\nl\nl\nbe\nt\nheexc\nl\nus\ni\nveproper\nt\nyof\nt\nheCompany\n.\nBywayof\ni\nl\nl\nus\nt\nra\nt\ni\non\n,\nPropr\ni\ne\nt\naryInforma\nt\ni\nonmay\ni\nnc\nl\nude\ni\nnforma\nt\ni\nonorma\nt\ner\ni\na\nl\nt\nha\nt\nhasno\nt\nbeenmadegenera\nl\nl\nyava\ni\nl\nab\nl\ne\nt\no\nt\nhepub\nl\ni\nc\n,\nsuchas\n:\n(a)corpora\nt\ne\ni\nnforma\nt\ni\non\n,\ni\nnc\nl\nud\ni\nngp\nl\nans\n,\ns\nt\nra\nt\neg\ni\nes\n,\nIn form a\nt\ni\non\n.\nIw\ni\nl\nl\nde\nl\ni\nver\nt\no\nt\nheCompanya\nl\nl\ncop\ni\nesando\nt\nher\nt\nang\ni\nb\nl\neembod\ni\nmen\nt\nsofPropr\ni\ne\nt\nary Info rm a\nt\ni\non\ni\nnmypossess\ni\nonorcon\nt\nro\nl\nupon\nt\nheear\nl\ni\nerofareques\nt\nby\nt\nheCompanyor\nt\nerm\ni\nna\nt\ni\nonofmyemp\nl\noymen\nt\n.\n3\n.\nR\ni\ngh\nt\nsofO\nt\nhe rs\n.\nIunders\nt\nand\nt\nha\nt\nt\nheCompany\ni\nsnowandmayhereaf\nt\nerbesub\nj\nec\nt\nt\nonon-d\ni\nsc\nl\nosureorconf\ni\nden\nt\ni\na\nl\ni\nt\nyagreemen\nt\nsw\ni\nt\nh\nt\nh\ni\nrdpersonswh\ni\nchrequ\ni\nre\nt\nheCompany\nt\nopro\nt\nec\nt\no r refra\ni\nnfromuseofpropr\ni\ne\nt\nary\ni\nnforma\nt\ni\non\n.\nIagree\nt\nobeboundby\nt\nhe\nt\nermsofsuchagreemen\nt\ns\ni\nn\nt\nheeven\nt\nIhaveaccess\nt\nosuchpropr\ni\ne\nt\nary\ni\nnforma\nt\ni\non\n.\nme\nt\nhods\n,\npo\nl\ni\nc\ni\nes\n,\nres o\nl\nu\nt\ni\nons\n,\nno\nt\nes\n,\nema\ni\nl\ncorrespondence\n,\nnego\nt\ni\na\nt\ni\nonsor\nl\ni\nt\ni\nga\nt\ni\non\n;\n(b)marke\nt\ni\nng\ni\nnforma\nt\ni\non\n,\nme\nt\nhods\n,\ncus\nt\nomer\ni\nden\nt\ni\nt\ni\nesabou\nt\ncus\nt\nom ers\n,\nprospec\nt\ni\nnc\nl\nud\ni\nngs\nt\nra\nt\neg\ni\nes\n,\noro\nt\nher\ni\nnforma\nt\ni\non\ni\nden\nt\ni\nt\ni\nesoro\nt\nher4\n.\nCo mm\ni\nt\nmen\nt\nt\noCompany\n;\nAvo\ni\ndanceofConf\nl\ni\nc\nt\nof\nIn\nt\nere s\nt\n.\nWh\ni\nl\neanemp\nl\noyeeof\nt\nheCompany\n,\nIw\ni\nl\nl\ndevo\nt\nemyfu\nl\nl\n-\nt\ni\nmeeffor\nt\ns\nt\no\nt\nheCompany\n'\nsbus\ni\nnessandIw\ni\nl\nl\nno\nt\nengage\ni\nnanyo\nt\nherbus\ni\nnessac\nt\ni\nv\ni\nt\ny\nt\nha\nt\nconf\nl\ni\nc\nt\nsw\ni\nt\nhmydu\nt\ni\nes\nt\no\nt\nheCompany\n.\nIw\ni\nl\nl\nadv\ni\nse\nt\nhepres\ni\nden\nt\nof\nt\nheCompanyorh\ni\nsorhernom\ni\nneea\nt\nsu ch\nt\ni\nmeasanyac\nt\ni\nv\ni\nt\nyofe\ni\nt\nher\nt\nheCompanyorano\nt\nherbus\ni\nnesspresen\nt\nsmew\ni\nt\nhaconf\nl\ni\nc\nt\nof\ni\nn\nt\ne res\nt\nor\nt\nheappearanceofaconf\nl\ni\nc\nt\nof\ni\nn\nt\ne res\nt\nasanemp\nl\noyeeof\nt\nheCompany\n.\nIw\ni\nl\nl\nt\nakewha\nt\neverac\nt\ni\non\ni\nsreques\nt\nedofmeby\nt\nheCompany\nt\no reso\nl\nveanyconf\nl\ni\nc\nt\norappearanceofconf\nl\ni\nc\nt\nwh\ni\nch\ni\nt\nf\ni\nnds\nt\noex\ni\ns\nt\n.\ni\nnforma\nt\ni\nonabou\nt\nprospec\nt\ns\n,\normarke\nt\nana\nl\nysesorpro\nj\nec\nt\ni\nons\n:\n(c)f7nanc\ni\na\nl\ni\nnforma\nt\ni\non\n,\ni\nnc\nl\nud\ni\nngcos\nt\nandperformanceda\n
72f91408258be59298f412dad65e3baa.pdf	effective_date jurisdiction party term	EX-10.13 4 d324821dex1013.htm FORM OF DIRECTOR CONFIDENTIALITY AND NON-COMPETITION\nAGREEMENT\nExhibit 10.13\nROUNDY’S, INC.\nDIRECTOR CONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nThis Director Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of the\nday of\n, 201 ,by\nthe undersigned for the benefit of Roundy’s, Inc. (“Roundy’s”) and its current and future Subsidiaries and Affiliates (as hereinafter defined).\nRoundy’s and its Subsidiaries and Affiliates are referred to herein collectively as the “Company.”\nPREAMBLE:\nI am a director of the Company. I understand that in the course of my service to the Company, I will have access to and become acquainted\nwith a great deal of confidential, proprietary information concerning the Company's business, products, services, customers, sales and marketing\nefforts and practices, financial information, market strategies, corporate strategies, capital structure, ownership, and other valuable proprietary\ninformation. Some or all of such information may constitute "trade secrets" of the Company within the meaning of the Wisconsin Trade Secrets Act,\nWis. Stat. §134.90.\nI understand that such information is the exclusive property of the Company, and its disclosure to third persons could have a significant\nadverse effect on the Company's competitive position and business. Further, my use of such knowledge and information, and of the experience I\nhave and will gain in the course of my service to the Company, in a manner competitive with the Company's business would have a substantial\ndetrimental effect on the business and the value of the Company. The Company therefore wishes to maintain the strictest confidentiality of all such\ninformation and to take all reasonable steps to prevent its unauthorized dissemination or its use in a manner competitive with the Company's\nbusiness, and to prohibit me from competing with the Company during the time I am serving as a director of the Company.\nThe Company has offered to grant me Restricted Stock pursuant to the Company’s parent corporation, Roundy’s, Inc. (the “Restricted Stock”).\nI understand that the Company’s willingness to grant the Restricted Stock is in consideration, in part, of my entering into this Agreement.\nAGREEMENT:\nTherefore, in consideration of these circumstances, my continued directorship with the Company, and Company’s granting me the Restricted\nStock, I agree as follows:\n1. Confidential Information.\n(a) I acknowledge that by reason of my duties to and association with the Company, I have had and will have access to and have and will\nbecome informed of Confidential Information. For purposes of this Agreement, “Confidential Information” means all information of a confidential\nor proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that is or was disclosed to, or\ndeveloped or learned by, me in connection with my relationship with the Company or any of its stockholders or investors prior to the date hereof or\nduring the continuation of my serving as a director of the Company, and that relates to the actual or anticipated business, products, services,\nfinancing, research or development of the Company or any of its stockholders or investors or their respective suppliers, distributors or customers.\nConfidential Information includes, but is not limited to, the following: (i) internal business information (including information relating to strategic\nand staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting\nand business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, information about and confidential and\nproprietary information of any of the Company’s suppliers, distributors and customers; (iii) trade secrets, compilations of data and analyses,\ntechnique
73bfeebfeca04b3a804d844cbf16d7f3.pdf	effective_date jurisdiction party term	ATTACHMENT D\nNONDISCLOSURE AGREEMENT\nTHIS NONDISCLOSURE AGREEMENT (“Agreement”) governs the disclosure of information by Papa Murphy’s International LLC\n(“Company”) to the person or entity listed as the Franchise Owner(s) on the signature block of this Agreement (“Recipient”) as of\n,20\n(“Effective Date”).\n1.\n“Confidential Information” means any and all technical and general information provided by Company to recipient, including but not limited\nto information relating to Company’s franchise system, underlying processes, recipes, mixes, techniques, know-how, ingredients, written\ndocumentation, operations manuals, methods of business, business plans, financial information, procurement requirements, purchasing,\nmanufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising,\nmarketing plans and information the Company provides regarding third parties.\n2. The Recipient agrees that it will hold in strict confidence and not disclose Confidential Information to any third party, except as approved in\nwriting by the Company, and will use the confidential information for no purpose other than evaluating or pursuing a business relationship\nwith the Company. The Recipient shall only permit access to Confidential Information to those of its employees or authorized representatives\nhaving a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as\nrestrictive as those contained herein.\n3. The Recipient shall immediately notify the Company in the event of any loss or unauthorized disclosure of any confidential information.\n4. The Recipient’s obligations under this Agreement do not apply to Confidential Information that: (a) was in the public domain before it was\ncommunicated to the Recipient through no fault of the Recipient; (b) entered the public domain after it was communicated to the Recipient\nthrough no fault of the Recipient; or (c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated\nto the Recipient.\n5. Upon completion of the evaluation by Recipient or upon written request of the Company, the Recipient shall promptly return to the company\nall documents, notes and other tangible materials representing the Confidential Information and all copies thereof.\n6. The recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or\notherwise, to any confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or\nother intellectual property right that has issued or that may issue, based on such Confidential Information. The Recipient shall not make, have\nmade, use or sell for any purpose any product or other item using, incorporating or derived from and Confidential Information.\nAttachment D\n1\nMarch 2014\n7. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction\nof any Confidential Information shall remain the property of the Company and shall contain any and all confidential or proprietary notices or\nlegends which appear on the original, unless otherwise authorized in writing by the Company.\n8. This Agreement shall be governed by and constructed in accordance with the laws of the State of Washington without reference to conflict of\nlaw principles. Any disputes under this Agreement may be brought in the applicable federal or state court for the judicial district in which Papa\nMurphy’s International has its principal place of business at the time the action is commenced. The parties waive all issues of personal\njurisdiction or venue for the purpose of enforcing this Section. This Agreement may not be amended except by a writing signed by both parties\nhereto.\n9. The Recipient agrees that breach o
73cec195391b740e1185dd352ccae753.pdf	effective_date jurisdiction party term	EX-2.3 4 dex23.htm NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - ANDREW MILSTEIN\nExhibit 2.3\nBURLINGTON COAT FACTORY HOLDINGS, INC.\nNON-COMPETITION AND CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT is made as of April 13, 2006 between Burlington Coat Factory Holdings, Inc., a Delaware corporation (the\n“Company”), and Andrew Milstein (“Seller”). For purposes of this Agreement, unless the context requires otherwise, the term “Company” shall\ninclude all subsidiaries of the Company, including, without limitation, Burlington Coat Factory Warehouse Corporation, a Delaware corporation\n(“BlueBlazer”) and its subsidiaries.\nWHEREAS, Seller pursuant to that certain Agreement and Plan of Merger by and among the Company, BCFWC Mergersub, Inc., a\nDelaware corporation (the “Merger Sub”) and BlueBlazer, dated as of January 18, 2006 (the “Merger Agreement”) has received from the Company\nthe right to receive certain cash consideration in exchange for certain securities of BlueBlazer.\nWHEREAS, at the Effective Time (as defined in the Merger Agreement) MergerSub will merge with and into BlueBlazer pursuant to the\nMerger Agreement, with BlueBlazer being the surviving corporation of such merger, and the Company will own all issued and outstanding shares of\ncapital stock of BlueBlazer.\nWHEREAS, the Company and Seller desire to enter into an agreement setting forth the obligation of Seller to refrain from competing\nwith the Company for a period of time after the consummation of the transactions contemplated by the Merger Agreement as provided herein.\nWHEREAS, the execution and delivery of this Agreement by Seller is a condition to the consummation of the transactions contemplated\nby the Merger Agreement, and Seller is entering into this Agreement to induce the Company and the Merger Sub to consummate the transactions\ncontemplated by the Merger Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt\nand sufficiency of which are hereby acknowledged, the Company and Seller hereby agree as follows:\n1. Nondisclosure and Nonuse of Confidential Information. For a period of three (3) years following the date hereof, Seller shall keep\nsecret and hold in confidence, and shall not use for its benefit, any and all information relating to the Company that is proprietary to the Company,\nother than the following: (i) information that has become generally available to the public other than as a result of a disclosure by Seller in breach of\nthis Agreement and (ii) information that is required to be disclosed by any applicable law. In connection with disclosure of confidential information\nunder clause (ii) above, Seller shall give the Company timely prior notice of the anticipated disclosure and the parties shall cooperate in designing\nreasonable procedural and other safeguards to preserve, to the maximum extent possible, the confidentiality of such material.\n2. Noncompetition.\n(a) Seller agrees that, for a period of one (1) year following the date hereof (the “Non-Compete Period”), neither Seller nor any of\nSeller’s Affiliates shall without the prior written consent of the Company, directly or indirectly, anywhere in the United States (the “Territory”)\n(i) form, acquire, operate, control, make a financial investment in, enter into any agreement pertaining to, publicly announce the launch of, or\notherwise finance, manage, participate in, consult with, become employed by or render advisory services to, any business or otherwise become\nassociated with an enterprise, the business of which is the same as, substantially similar to or otherwise competitive with the business of the\nCompany as now conducted (i.e., the business of BlueBlazer and its subsidiaries conducted or proposed to be conducted immediately prior to the\nclosing of the Merger) (a “Competing Business”), or (ii) for the purpose of conducting or engaging in a Competing Business,
7496116e8680dac321f36147b6312411.pdf	effective_date jurisdiction party term	EX-3 2 d838170dex3.htm EX-3\nExhibit 3\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (the “Agreement”) is made by and between Actuate Corporation, a Delaware corporation with its\nprincipal place of business located at 951 Mariners Island Boulevard, San Mateo, CA 94404 (“Actuate”), and Open Text Corporation, a\ncorporation incorporated pursuant to the laws of Canada, with its principal place of business located at 275 Frank Tompa Drive, Waterloo, ON\nN2L OA1 (“Company”). Actuate and Company intend to discuss a potential business relationship.\nEach undersigned party (the “Receiving Party”) and their respective directors, officers, employees, agents, or advisors (including, without\nlimitation, legal advisors, accountants, consultants, bankers, and financial advisors) and potential sources of financing (collectively,\n“Representatives”) understands that during these discussions the other party (the “Disclosing Party’’) may disclose Proprietary Information (as\ndefined herein) relating to the Disclosing Party’s business.\nIn consideration of the parties’ discussions and any access the Receiving Party may have to Proprietary Information of the Disclosing Party, the\nReceiving Party hereby agrees as follows:\n1. As used herein, the term “Proprietary Information” refers to any and all Information of a confidential, proprietary, or secret nature which\nis applicable to or related In any way to (i) the business, present or future, of the Disclosing Party, (ii) the research and development or\ninvestigations of the Disclosing Party or (iii) the business of any customer of the Disclosing Party; provided, in each case, that such information\nis delivered to the Receiving Party by the Disclosing Party and (a) is marked or identified in writing as “Confidential”, (b) if verbal or visual\ndisclosure, is identified as “Confidential” in a writing within ten (10) business days of such disclosure, or (c) is information that the Receiving\nParty actually knew or reasonably should have known was confidential. Proprietary Information may include, for example and without\nlimitation, the product offering, content partners, product pricing, product availability, computer programs, technical drawings, algorithms,\nprocesses, ideas, schematics, trade secrets, processes, formulas, data, know-how, improvements, inventions (whether patentable or not),\ntechniques, marketing plans, forecasts and strategies, and information concerning customers or vendors. Proprietary Information shall also\ninclude all information of a like nature owned by any other person and furnished to the Disclosing Party by such other person pursuant to an\nundertaking by the Disclosing Party to maintain the same in confidence.\n2. The Receiving Party agrees (a) to hold the Disclosing Party’s Proprietary Information In strict confidence and to take all reasonable\nprecautions to protect such Proprietary Information (including, without limitation, all precautions that Receiving Party employs with respect to\nits confidential materials), (b) not to divulge any such Proprietary Information or any information derived therefrom to any third person without\nprior written permission of the Disclosing Party, excluding disclosure to Representatives, (c) not to make any use whatsoever at any time of such\nProprietary Information except to evaluate internally whether to enter into the contemplated business relationship with the Disclosing Party, and\n(d) not to copy or reverse engineer any such Proprietary Information. Any employee given access to any such Proprietary Information must have\na legitimate “need to know” and be subject to restrictions on disclosure of Proprietary Information practically identical to the terms set forth\nherein. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (a), (b) and (c) shall not apply with respect to\nany information that (i) is or (through no improper actio
7684f321eb08514fa1794427e73479b9.pdf	effective_date jurisdiction party term	EX-10.6 3 c00537exv10w6.htm REVISED FORM OF EXECUTIVE SEVERANCE/NON-COMPETE AGREEMENT\nExhibit 10.6\nEXECUTIVE SEVERANCE/NON-COMPETE AGREEMENT\nIn this Executive Severance/Non-Compete Agreement dated as of\n, 2005 (the “Agreement”), Sears Holdings Corporation and its\ncontrolled affiliates and subsidiaries (“Sears”), and\n(“Executive”), intending to be legally bound and for good and\nvaluable consideration, agree as follows:\n1. Severance Benefits.\n(a) Continuation of Compensation. In the event that (x) Executive’s employment is terminated by each Sears entity by which she is\nemployed (the “Company”) for any reason other than Cause (as defined below), death or Disability (as defined below) or (y) Executive’s\nemployment is terminated by Executive for Good Reason (as defined below), subject to the provisions of Sections 6(e) and (f) and 10 herein, the\nCompany shall pay to Executive his annual base salary as in effect immediately prior to the date of termination for a period of one (1) year;\nprovided that, in any event, Sears’ obligations under this clause 1 shall be reduced on a dollar-for-dollar basis (but not below zero) to the extent\nthat Executive earns fees, salary or wages from a subsequent employer (including those arising from self-employment) during the Salary\nContinuation Period (as defined below). The amount described in Section 1(a) shall be paid on each regular payroll period following the date of\ntermination (the “Salary Continuation Period”) provided that if at the time that the executive terminates employment the executive is a “key\nemployee” or “specified employee” within the meaning of Code Section 409A and regulations issued thereunder, then, if necessary to comply\nwith Section 409A, payment to the executive shall not commence until six months after the executive’s termination of employment In addition to\nthe foregoing, a lump sum payment will be made to Executive within ten (10) days following the date of termination in an amount equal to the\nsum of any accrued base salary through the date of termination to the extent not theretofore paid and any vacation benefits that accrued prior to\nthe date of termination. No vacation will accrue after the date active employment ends. All salary continuation payments and benefits will\nterminate and forever lapse if Executive is employed by a “Sears Competitor” as defined in Section 6(b) herein.\n(b) Continuation of Benefits. During the Salary Continuation Period, Executive will be entitled to all benefits (other than as specified\nabove) for which Executive was eligible to participate prior to the end of active employment, with the exception of Long-Term Disability and\nFlexible Spending Accounts. Executive and eligible dependents shall be entitled to continue to participate in the Company’s medical and dental\nplans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The cost of such COBRA coverage for\nExecutive and his dependents will be subsidized by the Company, so that Executive will be paying the same premium for medical and dental\nplan coverage during the Salary Continuation Period as an active employee. However, in the event Executive becomes employed by another\nemployer and is covered by such employer’s health benefits plan or program, the medical and dental benefits provided by the Company\nhereunder shall be secondary to such employer’s health benefits plan or program in accordance with the terms of the Company’s health benefit\nplans.\n(c) Long-Term Performance Program. The Long Term Performance Incentive Program grant for any multi-year performance period will be\ntreated at termination of active employment in accordance with the provisions of its respective program document or grant letter.\n(d) Outplacement. From the date of termination pursuant to the first sentence of Section 1(a), Executive will be immediately eligible for\noutplacement services at the Company’s expe
76e22bbecfc356222b824027786adedc.pdf	effective_date jurisdiction party term	EX-99.(D)(7) 15 d701401dex99d7.htm AMENDMENT TO NON-DISCLOSURE AGREEMENT\nExhibit (d)(7)\nEXECUTION VERSION\nLOGO\nApril 6, 2014\nPRIVATE AND CONFIDENTIAL\nVocus, Inc.\n12051 Indian Creek Court\nBeltsville, MD 20705\nRe: Amendment to Non-Disclosure Agreement\nGentlemen:\nReference is made to that certain Non-Disclosure Agreement, dated December 20, 2013 (the “Non-Disclosure Agreement”), by and\nbetween Vocus, Inc. (the Company”) and GTCR LLC (“GTCR”), a copy of which is attached hereto as Exhibit A. Capitalized terms used but not\ndefined herein shall have the meanings given to such terms in the Non-Disclosure Agreement.\nGTCR and the Company hereby agree to amend and restate in its entirety the final sentence of Section 3 of the Non-Disclosure Agreement\nas follows:\n“Without limiting the generality of the foregoing and for purposes of clarification, except (a) with the prior written consent of Vocus or\n(b) for Jefferies Finance LLC, you agree that you shall not enter into any exclusivity agreement or arrangement with respect to a\nTransaction with any bank or other debt financing source. Notwithstanding anything in this Agreement to the contrary, you and your\nRepresentatives shall be permitted at any time prior to the termination of that certain Agreement and Plan of Merger, dated as of April 6,\n2014, by and among GTCR Valor Companies, Inc., a Delaware corporation, GTCR Valor Merger Sub, Inc., a Delaware corporation and\nwholly owned Subsidiary of Parent, and Vocus (the “Merger Agreement”) pursuant to Article X thereof (the “Termination Date”) to\ndisclose Evaluation Material, hold confidential discussions and negotiations, and disclose Transaction Information (only to the extent\nrelevant to such discussions and negotiations), with those persons identified on Annex I to this Agreement (each an “Initial Permitted\nDisclosure Party”) and, with the prior written consent of Vocus, the giving or withholding of which consent shall be in the sole discretion of\nVocus, any other person (each an “Additional Permitted Disclosure Party” and, together with each Initial Permitted Disclosure Party, a\n“Permitted Disclosure Party”) and, in each case, their respective Representatives regarding any equity or co-investment participation by\nsuch person with you in the Transaction or any transaction to acquire a portion of the equity or assets of Vocus or its subsidiaries; provided,\nthat consent of Vocus shall not be unreasonably withheld or delayed in the case of the first three (3) Additional Permitted Disclosure\nParties; provided, further, that each Permitted Disclosure Party is bound by a confidentiality agreement with you restricting the disclosure\nand use by such Permitted Disclosure Party and its Representatives of the fact and content of such discussions and negotiations, the\nEvaluation Material and the\nLOGO\nTransaction Information, containing terms (excluding standstill provisions) not less restrictive in the aggregate upon such persons than the\nterms applicable to you in this Agreement and providing that Vocus is an express third party beneficiary of such confidentiality agreement\n(each such agreement, an “Acceptable Confidentiality Agreement”) and, provided, further, that you shall not make any Evaluation Material\navailable to such persons or their respective Representatives until the commencement of the Marketing Period (as defined in the Merger\nAgreement). You shall provide to Vocus a complete copy of any Acceptable Confidentiality Agreement with any Permitted Disclosure\nParty promptly (and in any event within twenty-four (24) hours) following entry into any such agreement, including any amendments or\nsupplements thereof.”\nGTCR and the Company hereby agree to amend and restate in its entirety the first sentence of Section 5 of the Non-Disclosure Agreement\nas follows:\n“At any time after the Termination Date, upon the request of the Company for any reason, you shall (and will direct your Repre
782c651fc7cf288ec2f8857de0d6bb58.pdf	effective_date jurisdiction party term	EX-10.1 2 dex101.htm NON-SOLICITATION/NON -ACCEPT AND CONFIDENTIALITY AGREEMENT AND\nRELEASE\nExhibit 10.1\nNON-SOLICITATION/NON -ACCEPT AND\nCONFIDENTIALITY AGREEMENT AND RELEASE\nIn consideration of the Special Stock Award granted to me by Boston Private Financial Holdings, (the “Company” which for purposes of this\nAgreement shall include any and all of Boston Private Financial Holdings’ wholly or partially owned subsidiaries) pursuant to the Boston Private\nFinancial Holdings, Inc. 2004 Stock Option and Incentive Plan, (the “Plan”), which is attached hereto, I hereby agree as follows:\n1. During the term of my employment and thereafter, I agree to keep secret and retain in strictest confidence, and will not disclose, without the\nprior written consent of the Company, any Confidential Information. I understand that the term “Confidential Information” includes, but is not\nlimited to, any information relating to the business or affairs of the Company including but not limited to financial statements, business plans,\npersonnel, operations, technology, customer lists and identities, potential customers, employees, servicing methods, strategies, analyses, profit\nmargins or other proprietary information in connection with the Company; provided, however, that Confidential Information shall not include any\ninformation which is in the public domain or becomes known in the industry through no wrongful act on my part. I further agree and acknowledge\nthat the Confidential Information is vital, sensitive, confidential and proprietary to the Company.\n2. During the term of my employment with the Company, and for a period ending on the second anniversary of the effective date of my\ntermination of employment with the Company, I will not directly or indirectly:\n(a) solicit or accept for employment or employ any person then, or within the prior six (6) months, employed by the Company, or request,\ninfluence or advise any person who is employed by or is in the service of the Company to leave such employment or service of the Company;\nor\n(b) influence or advise any business that is or may be competitive with the business of the Company to employ or otherwise engage the\nservices of any person who is employed by or is in the service of the Company; or\n(c) solicit or accept any customer of the Company or request, induce or advise any customer of the Company to withdraw, curtail,\ndiminish, terminate or cancel their business with the Company.\nFor purposes of this Agreement, I understand and acknowledge that a business is or may be “competitive” with the Company if such business\nis engaged in banking, investment management, financial planning, trust administration or other related financial services.\nI hereby acknowledge the necessity of the protection provided to the Company under this Agreement. I have carefully considered the nature\nand scope of such protection. The Company and I hereby agree that the unique nature of the business of the Company requires the protection\nspecified in this Agreement. The consideration provided for in this Agreement and in the Awards is sufficient and adequate to compensate me for\nagreeing to the restrictions contained herein. I\nacknowledge that I can continue to actively pursue my career and earn sufficient compensation without breaching any of the foregoing restrictions.\nThe period of this Agreement is expressly represented and agreed to be fair, reasonable and necessary.\n3. I hereby acknowledge that upon my breach of any of the covenants contained in this Agreement, the Company will suffer irreparable\ndamages for which the remedy at law will be inadequate, and that an injunction may be entered against me by any court having jurisdiction,\nrestraining me from breaching any of the provisions of this agreement or continuing the breach of any such provisions. Resort to such equitable\nrelief, however, shall not be construed to be a waiver by the Company of any other rights or remedies that they ma
79659d0946a4381a1a8ffdbc3231073e.pdf	effective_date jurisdiction party term	EX-10.3 5 dex103.htm NON-COMPETITION, NON-DISCLOSURE AND INTELLECTUAL AGREEMENT -\nGUNARS E. VALKIRS\nExhibit 10.3\nNON-COMPETITION, NON-DISCLOSURE\nAND\nINTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT\nThis Non-competition, Non-disclosure and Intellectual Property Assignment Agreement (the “Agreement”) entered into as of May 17, 2007, is\nhereby made by and between INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation (the “Company”) and, BIOSITE\nINCORPORATED, a Delaware corporation (the “Employer”), on the one hand, and Gunars Valkirs, an individual, who is a resident of and employed\nin the State of California (“Employee”), on the other hand.\nA. The Company, Employer, and Inca Acquisition, Inc., a wholly-owned subsidiary of the Company, are entering into an Agreement and Plan\nof Merger dated as of May 17, 2007 (the “Merger Agreement”), which provides for the acquisition of Employer by the Company, upon which\nEmployer would become a wholly owned subsidiary of the Company;\nB. Employee, Company and Employer desire to enter into this Agreement in connection with the transactions contemplated by the Merger\nAgreement, contingent and effective upon the Effective Time (as defined in the Merger Agreement);\nC. Employee is the owner of 172,010 shares of Common Stock of Employer and has options to purchase 285,306 shares of Common Stock of\nEmployer (the “Employee Options”), and thereby stands to benefit by, and receive consideration from, the transactions contemplated by the Merger\nAgreement.\nD. Contingent and effective upon the Effective Time, Employee will become employed by Employer.\nE. Company and Employer desire to protect their interest in the business acquired, including the goodwill of that business, from unfair\ncompetition or misappropriation of the intellectual property of the business.\nNOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:\n1. Assignment of Intellectual Property Rights.\n(a) Definition of “Inventions.” As used herein, the term “Inventions” shall mean all inventions, discoveries, improvements, original\nworks of authorship, trade secrets, formulas, techniques, data, programs, systems, specifications, documentation, algorithms, flow charts, logic\ndiagrams, source codes, object codes, processes, and other technical, business, product, marketing or financial information, plans, or other subject\nmatter pertaining to the Company, Employer or any of their respective parents, subsidiaries, affiliates, customers, consultants or licensees, whether or\nnot patented, tested, reduced to practice, or subject to patent, trademark, copyright, trade secret, mask work or other forms of protection (including\nall rights to obtain, register, perfect, renew,\nextend, continue, divide and enforce these proprietary interests), which are made, created, authored, conceived, modified, enhanced or reduced to\npractice by Employee, either alone or jointly with others, during Employee’s employment with Employer or the Company or any of their respective\nparents, subsidiaries or affiliates, and for so long as Employee is otherwise employed by any of them, whether or not during normal working hours,\nwhich (A) relate to the actual or anticipated business, activities, research, or investigations of Employer or the Company or any of their respective\nsubsidiaries or affiliates or (B) result from or are suggested by work performed by Employee for Employer or the Company or any of their respective\nparents, subsidiaries or affiliates (whether or not made or conceived during normal working hours or on the premises of Employer), or (C) which\nresult, to any extent, from use of the time, material, proprietary information, premises or property of Employer or the Company or any of their\nrespective parents, subsidiaries or affiliates.\n(b) Work for Hire. Subject to Section 1(d), Employee expressly acknowledges that all copyrightable aspects of the 
796aa7574c8e4717d31704518bac663f.pdf	effective_date jurisdiction party term	EX-10 .2 3 exhibit102-confidentiality.htm EXHIBIT\nExhibit 10.2\nConfidentiality and Business Protection Agreement\nThis Confidentiality and Business Protection Agreement (“Agreement”) is hereby entered into by and between\nJeffrey W. Henderson (“Executive”) and Cardinal Health, Inc., an Ohio Corporation (the “Company”) effective as of June\n10, 2014.\nIt is hereby agreed as follows:\n1.\nConsideration and Acknowledgements. The parties acknowledge that the provisions and covenants\ncontained in this Agreement are ancillary and material to, and in consideration of, the letter agreement concerning\nExecutive’s retirement dated June 10, 2014 (the “Letter Agreement”) and that the limitations contained herein are\nreasonable in geographic and temporal scope and do not impose a greater restriction or restraint than is necessary to\nprotect the goodwill and other legitimate business interests of the Company.\n2.\nConfidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company\nand all of its subsidiaries, partnerships, joint ventures, limited liability companies, and other affiliates (collectively, the\n"Cardinal Group"), all secret or confidential information, knowledge or data relating to the Cardinal Group and its\nbusinesses (including, without limitation, any proprietary and not publicly available information concerning any\nprocesses, methods, trade secrets, research, secret data, costs, names of users or purchasers of their respective\nproducts or services, business methods, operating procedures or programs or methods of promotion and sale) that\nExecutive has obtained or obtains during the Executive's employment by the Cardinal Group and that is not public\nknowledge (other than as a result of the Executive's violation of this Agreement) ("Confidential Information"). For the\npurposes of this Agreement, information shall not be deemed to be publicly available merely because it is embraced by\ngeneral disclosures or because individual features or combinations thereof are publicly available. Executive shall not\ncommunicate, divulge or disseminate Confidential Information at any time during or after Executive's employment with\nthe Cardinal Group, except with prior written consent of the applicable Cardinal Group company, or as otherwise\nrequired by law or legal process. All records, files, memoranda, reports, customer lists, drawings, plans, documents and\nthe like that Executive uses, prepares or comes into contact with during the course of Executive's employment shall\nremain the sole property of the Company and/or the Cardinal Group, as applicable, and shall be turned over to the\napplicable Cardinal Group company upon termination of Executive's employment.\n3.\nNon-Recruitment of Cardinal Group Employees, etc. Executive shall not, at any time during the\nRestricted Period (as defined in this Agreement), without the prior written consent of the Company, engage in the\nfollowing conduct (a "Solicitation"): (i) directly or indirectly, solicit, recruit or employ (whether as an employee, officer,\ndirector, agent, consultant or independent contractor) any person who is or was at any time during the previous twelve\nmonths an employee, representative, officer or director of the Cardinal Group; or (ii) take any action to encourage or\ninduce any employee, representative, officer or director of the Cardinal Group to cease his or her relationship with the\nCardinal Group for any reason. A "Solicitation" does not include any recruitment of employees for the Cardinal Group.\nThe "Restricted Period" means the period from the date of this Agreement\nuntil twenty-four months after Executive’s retirement date of August 21, 2015 specified in the Letter Agreement.\n4.\nNo Competition -- Solicitation of Business. During the Restricted Period, Executive shall not (as an\nofficer, agent, employee, partner, consultant or director of any other company, partnership or entity) be personally\ninvolved in
79b6066281288c2d1c2403fedab7a893.pdf	effective_date jurisdiction party term	EX-10.16 26 dex1016.htm FORM OF CONFIDENTIALITY & NON-COMPETITION AGREEMENT\nEXHIBIT 10.16\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT dated\nbetween Florists’ Transworld Delivery Inc. (the “Company”)\nand\n(the “Executive”).\nIn consideration of the obligations of the Company and the consideration to be received by the Company pursuant to the Employment\nAgreement, dated as of the date hereof (the “Employment Agreement”) between the Company and the Executive, the Company and the Executive\nagree as follows:\nSection 1. Secrecy, Non-Competition, No Interference and Non-Solicitation.\n(a) No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are\nessential to protect the value of the Company’s business and assets and (ii) by virtue of his employment with the Company, the Executive will obtain\nsuch knowledge, know-how, training and experience of such a character that there is a substantial probability that such knowledge, know-how,\ntraining and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment.\nTherefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that\nis one year after the termination of the Executive’s employment under the Employment Agreement for any reason, the Executive shall not\nparticipate, operate, manage, consult, join, control or engage, directly or indirectly, for himself or on behalf of or in conjunction with any person,\npartnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any\nbusiness activity if such activity constitutes the sale or provision of floral products or services that are similar to, or competitive with, floral products\nor services then being sold or provided by the Company or any of its subsidiaries or affiliated companies, including, without limitation, retail\nflorists’ business services, floral order transmission and related network services, development and distribution of branded floral products on the\nInternet or other consumer direct segment of the floral industry (including, without limitation, Interflora, Inc., Teleflora Inc., 1-800-\nFLOWERS.COM, Inc., PC Flowers & Gifts.com Inc.,(a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of\nDuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of\nthe United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United\nStates; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision\nin any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country,\nterritory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement\nintend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each\ncity, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world\nspecified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding\nsentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the\nlight of the global nature of the Competitive Activity. If, in any judicial or other\nproceeding, a cour
79d27022b351e5ac875ebdfce2965d1b.pdf	effective_date jurisdiction party term	EX-10.20 2 jcg-ex1020_20150131101.htm EX-10.20\nExhibit 10.20\nNON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION AND DISPUTE RESOLUTION AGREEMENT\nIn consideration of your continued employment as SVP – Chief Accounting Officer with J. Crew Group, Inc. and its affiliates\n(collectively, the "Company") and for other good and valuable consideration, receipt of which is hereby acknowledged, effective as of January\n22, 2013, you and the Company agree as follows:\n1. Agreement Not to Disclose Confidential Information. In the course of your employment with or provision of services to the\nCompany, you have and will have acquired and have had access to confidential or proprietary information about the Company, including but not\nlimited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs,\nagreements and/or contracts between the Company and its vendors and suppliers, the Company’s merchandising, marketing and/or creative\npolicies, practices, concepts, strategies, and methods of operations, inventory, pricing and price change strategies, possible new product lines,\nfuture merchandise designs, patterns, fabrication or fit information, internal policies, pricing policies and procedures, cost estimates, employee\nlists, training manuals, financial or business projections, unannounced financial data such as sales, earnings or capital requirements, possible\nmergers, acquisitions or joint ventures and information about or received from vendors and other companies with which the Company does\nbusiness. The foregoing shall be collectively referred to as “Confidential Information.” You are aware that the Confidential Information is not\nreadily available to the public. You agree that during your employment or provision of services and for a period of three (3) years thereafter, you\nwill keep confidential and not disclose the Confidential Information to anyone or use it for your own benefit or for the benefit of others, except in\nperforming your duties as our employee or agent. You agree that this restriction shall apply whether or not any such information is marked\n“confidential.”\nAll memoranda, disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the “material”)\ncompiled by you or made available to you during your employment (whether or not the material contains confidential information) are the\nproperty of the Company and shall be delivered to the Company on the termination of your employment or at any other time upon\nrequest. Except in connection with your employment, you agree that you will not make or retain copies or excerpts of the material.\n2. Agreement Not to Engage in Unfair Competition. You agree that your position with the Company requires and will continue to\nrequire the performance of services which are special, unique, extraordinary and of an intellectual and/or artistic character and places you in a\nposition of confidence and trust with the Company. You further acknowledge that the rendering of services to the Company necessarily requires\nthe disclosure of confidential information and trade secrets of the Company. You agree that in the course of your employment with or rendering\nof services to the Company, you will develop a personal acquaintanceship and relationship with the vendors and other business associates of the\nCompany and knowledge of their affairs and requirements. Consequently, you agree that it is reasonable and necessary for the protection of the\ngoodwill and business of the Company that you make the covenants contained herein. Accordingly, you agree that:\n(a) while you are in the Company’s employ and for the period of six months after the termination of your employment, for any\nreason whatsoever, you shall not directly or indirectly, except on behalf of the Company, render services to or accept employment, either directly\nas an employee or owner, or indirectly, a
7a70407ab1772c94cae398698d72b024.pdf	effective_date jurisdiction party term	EX-10.5 6 dex105.htm CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT, MARK A. SIRGO\nExhibit 10.5\nCONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT\nThis CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) is entered into effective for all\npurposes as of August 24, 2004 by Mark A. Sirgo (“Employee”) in favor of BioDelivery Sciences International, Inc., a Delaware corporation (the\n“Company”). As used herein, the term “Company” includes BioDelivery Sciences International, Inc. and its subsidiaries, including Arius\nPharmaceuticals, Inc.\nIn consideration and as a condition of Employee providing services to the Company pursuant to that certain Employment Agreement, dated as\nof the date hereof, between Employee and the Company (the “Employment Agreement”), Employee hereby agrees as follows:\n1. Confidentiality. At all times, Employee shall keep confidential, except as the Company may otherwise consent to in writing, and not\ndisclose, or make any use of except for the benefit of the Company, at any time either during or subsequent to performance by Employee of services\nfor the Company, any trade secrets, confidential information, knowledge, data or other information of the Company relating to products, processes,\nknow-how, technical data, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, and pricing strategies or other\nsubject matter pertaining to any business of the Company or any of its clients, customers, consultants, licensees or affiliates (collectively, the\n“Confidential Information”), which Employee may produce, obtain or otherwise learn of during the course of his performance of services and after\nthe expiration or termination of the Employment Agreement. The “Confidential Information” shall not include information, technical data or know-\nhow that is or becomes part of the public domain not as a result of any inaction or action of the Employee. Employee shall not deliver, reproduce, or\nin any way allow any such Confidential Information to be delivered to or used by any third parties without the specific direction or consent of a duly\nauthorized representative of the Company.\n2. Return of Confidential Material. Upon the expiration or termination the Employment Agreement, Employee shall promptly surrender and\ndeliver to the Company all records, materials, equipment, drawings, documents, lab notes and books and data of any nature pertaining to any\nInvention (as defined below) or Confidential Information of the Company or to the services provided by Employee, and Employee will not take or\nretain (in any form or format) any description containing or pertaining to any Confidential Information which Employee may produce or obtain\nduring the course of the services provided under the Employment Agreement or otherwise.\n3. Assignment of Inventions and Moral Rights.\n(a) Employee hereby assigns and transfers to the Company, on a perpetual, worldwide and royalty-free basis, his entire right, title and interest\nin and to all Inventions. As used in this agreement, the term “Inventions” shall mean all ideas, improvements, designs, discoveries, developments,\ndrawings, notes, documents, information and/or materials, whether or not patentable and whether or not reduced to practice, made or conceived by\nEmployee (whether made solely by Employee or jointly with others) which: (i) occur or are conceived during the period in which Employee\nperforms services for the Company pursuant to the Employment Agreement and (ii) which relate in any manner to drug, nutraceuticals, genes,\nvaccines, vitamin or other compound delivery technologies involving liposomes, proteoliposomes, cochleates, buccal, transmucosal, transdermal or\noral applications and/or derivatives thereof (“Delivery Technologies”), applications of the Delivery Technologies to specific drugs, nutraceuticals,\ngenes, vaccines, vitamins or other compounds, or result from any task as
7aaea789c153895efa4dc2cdb239bf7c.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 10 d374757dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nSTRICTLY CONFIDENTIAL\nApril 15, 2011\nLinde AG\nKlosterhofstrasse 1\n80331 Munich\nGermany\nSubject: Confidentiality Agreement\nLadies and Gentlemen:\nIn connection with the discussions between Lincare Holdings Inc. and/or its subsidiaries or affiliates (collectively the “Company”), and Linde\nAG (the “Potential Acquirer”), regarding the possibility of the Potential Acquirer or an affiliate thereof acquiring the Company (the “Potential\nTransaction”), the Company and/or its Representatives (as defined below) is intending to disclose, furnish or reveal to the Potential Acquirer and/or\nits Representatives, either orally, in writing or otherwise, or give the Potential Acquirer and its Representatives access to, certain information about\nthe business, financial condition, operations, assets and liabilities of the Company (the “Information”). As a condition to, and in consideration of, the\nCompany’s and the Potential Acquirer’s willingness to participate in those discussions and to permit the disclosure of Information to the Potential\nAcquirer and/or its Representatives, each of the parties requires the agreement of the other to the terms and conditions of this letter agreement (this\n“Agreement”).\n1. As used in this Agreement, the term “Evaluation Material” shall include all Information, whether (a) prepared by the Company, its\nRepresentatives or otherwise, (b) in written, oral, electronic or other form, or (c) prepared prior to, on or after the date of this Agreement, that is\nfurnished on or after the date hereof to the Potential Acquirer or any of its Representatives by or on behalf of the Company, regardless of the manner\nor medium in which such Evaluation Material is furnished, and such portions of other documentation, notes and materials prepared by the Potential\nAcquirer or any of its Representatives, containing or based in whole or in part on any Information furnished by or on behalf of the Company.\nEvaluation Material also shall include (i) the fact that the parties are considering the Potential Transaction, (ii) any discussions, negotiations and\ninvestigations regarding the terms, conditions or other facts with respect to the Potential Transaction, including the status thereof and the existence\nand terms of this Agreement, and (iii) that Evaluation Material has been made available to the Potential Acquirer (each “Confidential Facts”).\nEvaluation Material other than Confidential Facts does not include information that: (x) is or becomes generally available to the public other than as\na result of disclosure by the Potential Acquirer or its Representatives, (y) becomes available to the Potential Acquirer or its Representatives on a non-\nconfidential basis from a source other than the Company or its Representatives; provided that such source is not known by the Potential Acquirer or\nits Representatives to be bound in respect of such information by a confidentiality agreement with or other obligation of secrecy to the Company or\nanother party which is known by the Potential Acquirer to have such an agreement or obligation to the Company, or (z) is independently developed\nby the Potential Acquirer or its Representatives without reference to\nany of the Information, in the case of individuals who have received Information, as can reasonably be shown by the relevant records.\nWith respect to either party and its Representatives, Confidential Facts do not include information that is or becomes disclosed by the other\nparty or its Representatives (it being understood that disclosure by a party or its Representatives of Confidential Facts shall cause such disclosure to\nbe removed from Confidential Facts for the other party and its Representatives but not the disclosing party or its Representatives).\nThe Potential Acquirer shall use, and shall cause its Representatives to use, the Evaluation Material solely for the purpose 
7b000336caa6b4d83f97d836ff47a31b.pdf	effective_date jurisdiction party term	EX-10.18 10 dex1018.htm FORM OF CONFIDENTIAL INFORMATION AND NON-COMPETITION AGREEMENT\nExhibit 10.18\nVISTAPRINT USA, INC. CONFIDENTIAL INFORMATION\nAND NON-COMPETITION AGREEMENT\nFor good and valid consideration, the receipt and sufficiency of which I hereby acknowledge, VistaPrint USA, Inc. (the “Company”) and I hereby\nagree as follows:\n1. Definitions.\nFor purpose of this agreement, the following terms shall have this following meaning:\n(a) “Customer” shall mean any individual, firm, corporation, federal, state or other government agency or other entity (any of the foregoing\nbeing hereinafter referred to as “Person”) who purchased any of the Company’s products during the twelve month period immediately preceding the\neffective date by engagement as an employee or a consultant with the terminates, regardless of whether I induced or solicited such Person to give its\npatronage or business to the Company.\n(b) “Partner” shall mean any alliance, affiliate, distributor, partner, or other third parties with whom the Company identifies, markets to or\nserves Customers.\n(c) “Prospective Customer” and “Prospective Partner” shall mean any Person with whom or which negotiations or discussions occurred during\nthe 90 day period immediately preceding the effective date my engagement as an employee or consultant with the Company terminates, concerning\nthe purchase or joint marketing of any of the Company’s products by such Person or by such Person’s Customers, regardless of whether I solicited\nsuch Person to give its patronage or business to the Company.\n(d) “Competing Business” shall mean any business with offices in the United States, The United Kingdom, France or Germany, which\nprovides commercial printing products, such as business cards, stationary, brochures, presentation folders, sell sheets, postcards or the like, through\nthe use of Internet based technology. By example, some of the Company’s competitors include iPrint.com, Imagex.com, Kinko’s, Easiset.com,\nNewBeginnings.com, Printing.com, and Printonthenet.com.\n2. Company’s Business Operations.\nThe Company’s business operations focus on providing a wide array of print products used by businesses and institutions of all types, which\nproducts employ advanced Internet-based technology and processes. The Company has patents pending worldwide on certain aspects of technology,\nwhich is collectively known as and will hereinafter be referred to as the “VistaPrint Technology.” The Company has offices in the United States,\nFrance, German and the United Kingdom and markets and sells its products both nationally and internationally.\nDue to the highly competitive nature of the e-commerce enabled printing industry and market in which the Company operates, I understand\nthat the protections afforded to the Company by this Agreement, including but not limited to the protection of its Customers, Partners and other\nproprietary information, are critical to the success of the Company. I further recognize that the temporary restrictions imposed by this Agreement\nupon my ability to solicit Customers or Partners in competition with the Company, or to become employed by a competing business, are reasonable\nand necessary to protect the Company in this highly competitive marketplace.\n3. Proprietary Information.\nI recognize that my relationship with the company is one of high trust and confidence by reason of my access to and contact with the trade\nsecrets and confidential and proprietary information of the Company. I acknowledge that the identity of the Company’s Customers and Partners as\nwell as the suppliers who provide the Company with operational support are deemed to be confidential by the Company. I shall use my best efforts to\nprotect any and all confidential, proprietary, or secret information relating to the products, services, Customers, or business operations (including but\nnot limited to all\nVistaPrint Technology and other processes and
7c2d01f37f271540ebc035d46ee312cd.pdf	effective_date jurisdiction party term	EX-10.17 9 dex1017.htm FORM OF INVENTION AND NON-DISCLOSURE AGREEMENT\nExhibit 10.17\nINVENTION AND NON-DISCLOSURE AGREEMENT\nThis Agreement is made between VistaPrint USA, Incorporated, a Delaware corporation (hereinafter referred to collectively with its parent\ncompany, affiliates and subsidiaries as the “Company”), and\n(the “Employee”).\nIn consideration of the employment or the continued employment of the Employee by the Company, the Company and the Employee agree as\nfollows:\n1. Proprietary Information.\n(a) The Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the\nCompany’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property\nof the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods,\ntechniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data,\ncomputer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The\nEmployee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any\npurposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an officer of the\nCompany, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public\nknowledge without fault by the Employee.\n(b) The Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program\nlistings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Employee or\nothers, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the\nEmployee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the\nCompany in the custody or possession of the Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or\n(ii) termination of his/her employment. After such delivery, the Employee shall not retain any such materials or copies thereof or any such\ntangible property.\n(c) The Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a)\nand (b) above, and his/her obligation to return materials and tangible property, set forth in paragraph (b) above, also extends to such types of\ninformation, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have\ndisclosed or entrusted the same to the Company or to the Employee.\n2. Developments.\n(a) The Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods,\ndevelopments, software, graphic designs and works of authorship, whether patentable or not, which are created, made, conceived or reduced to\npractice by him/her or under his/her direction or jointly with others during his/her employment by the Company, whether or not during normal\nworking hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”).\n(b) The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all\nhis/her right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications.\nHowever, this paragraph 2(b) shall not apply to Developments which do not relate to the present or planned business or research and\ndevelopment of the Compa
7c829782f18b4e438aad3f8303c8b6f7.pdf	effective_date jurisdiction party term	EX-10.18 2 a11-25732_1ex10d18.htm EX-10.18\nExhibit 10.18\nUSANA HEALTH SCIENCES, INC.\nCONFIDENTIALITY, NON-DISCLOSURE\nAND NON-SOLICITATION AGREEMENT\nIn consideration of employment or continued employment by USANA Health Sciences, Inc. or any of its affiliates or subsidiaries\n(collectively, “USANA”), the compensation paid by USANA from time to time, and other good and valuable consideration, the undersigned\nemployee of USANA hereby represents to and agrees with USANA as follows:\n1. Confidential Information. I understand that USANA owns or might acquire confidential or secret information (“Confidential\nInformation”) that is valuable to USANA’s business. Confidential Information includes but is not limited to trade secrets, copyrighted material,\nwritten material, pictures, logos, processes, formulas, computer programs, data, know-how, inventions, improvements, techniques, marketing\nplans, product plans, strategies, forecasts, supplier information, customer lists, and any other type of information, which is not generally known\nand is owned by USANA or its customers or suppliers. Confidential information specifically refers to information I may view or have access to\nor information I create or assist in creating as part of my job at USANA.\n2.\nAssignment of Confidential Information and Inventions. I specifically agree that work I complete as an employee of USANA\nis work made for hire and all rights in the work belong to USANA. In that regard, I hereby assign to USANA all of my rights in all Confidential\nInformation, including all discoveries, inventions and other technology, all works of authorship, all data and information, and all intellectual\nproperty rights therein, which are made, discovered, developed, created, or conceived, in whole or in part, previously or hereafter by me\n(i) during the course of and within the scope of my employment with USANA, or (b) with the aid of Confidential Information or the facilities,\nresources or property of USANA.\n3.\nConfidentiality and Non-Disclosure. I understand that my employment with USANA creates a relationship of trust and\nconfidence between me and USANA with respect to the Confidential Information about which I may learn or that I help to develop or that is\notherwise disclosed to me by USANA during the period of my employment with USANA. This is especially true where USANA might share\nwith me and other employees USANA’s plans to introduce new products or programs. At all times during and after my employment with\nUSANA, I will keep in strict confidence all Confidential Information and I will not use or disclose any Confidential Information, nor permit\nothers to use or disclose it in any way, without USANA’s written permission, except as may be necessary to perform my duties as a USANA\nemployee.\nI acknowledge and agree that USANA is the sole and exclusive owner of all rights in and to its Confidential Information, and I agree\nthat upon termination of my employment with USANA I will immediately return to USANA all Confidential Information in my possession, as\nwell as any and all copies, reproductions or summaries thereof.\n4.\nNon-Solicitation. I agree that during my period of employment with USANA, and for a period of [one] year thereafter, I will\nnot directly or indirectly (a) call on, solicit, take away, or attempt to take away for my benefit or the benefit of any other person or entity, any\ncustomer, supplier, or client of USANA, or (b) solicit, take away, or attempt to take away, for my benefit or the benefit of any other person or\nentity, any employee or officer of USANA.\n5.\nNon-Competition. In exchange for the benefits of continued employment, I agree not to accept employment with, engage in or\nparticipate, directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, partner, joint venture, agent, equity\nowner, distributor or in any other capacity whatsoever, with any direct sales or multi-level marketing company 
7cf3dfaf7afd9989de90cb3cbd8d6a83.pdf	effective_date jurisdiction party term	EXHIBIT 5\nMICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT\n(STANDARD RECIPROCAL)\nThis Non-Disclosure Agreement (the “Agreement”) is made and entered into as of the later of the two signature dates below by and between\nMICROSOFT CORPORATION, a Washington corporation (“Microsoft”), and Electronic Arts, a Delaware corporation (“Company”).\nIN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL\nDISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:\n1 Definition of Confidential Information and Exclusions\n(a) “Confidential Information” means nonpublic information that a party to this Agreement (“Disclosing Party”) designates as being\nconfidential to the party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be\ntreated as confidential by the Receiving Party. “Confidential Information” includes, without limitation, information in tangible or intangible form\nrelating to and/or including released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing\nParty product, Disclosing Party’s business policies or practices, and information received from others that Disclosing Party is obligated to treat as\nconfidential. Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and,\nexcept as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person,\npartnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or\nindirectly, control, are controlled by, or are under common control with a party. Prior to the time that any Confidential Information is shared with an\nAffiliate who has not signed this Agreement, the Receiving Party that executed this Agreement below (the “Undersigned Receiving Party”) shall\nhave entered into an appropriate written agreement with that Affiliate sufficient to enable the Disclosing Party and/or the Undersigned Receiving\nParty to enforce all of the provisions of this Agreement against such Affiliate.\n(b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available\nwithout Receiving Party’s breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s\ndisclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source\nother than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by\nReceiving Party; or (v) constitutes Feedback (as defined in Section 5 of this Agreement).\n2. Obligations Regarding Confidential Information\n(a) Receiving Party shall:\n(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that\nDisclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c)\nof this Agreement;\n(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less\nthan reasonable care, to keep confidential the Confidential Information of the Disclosing Party;\n(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in\npursuance of Receiving Party’s business relationship with Disclosing Party, and only as otherwise provided hereunder; and\n(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by\nDisclosing
7cfa17a4165369964337c2f46c40e3a2.pdf	effective_date jurisdiction party term	EX-10.14 18 a2236789zex-10_14.htm EX-10.14\nExhibit 10.14\nEMPLOYEE INVENTION, NON-DISCLOSURE,\nNON-COMPETITION AND NON-SOLICITATION AGREEMENT\nThis Agreement is made between Legacy Housing Corporation, a Delaware corporation (the “Company”), and\n(the\n“Employee”).\nIn consideration of the employment or the continued employment of the Employee by the Company, the Company and the Employee\nagree as follows:\n1.\nProprietary Information.\n(a)\nThe Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the\nCompany’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of\nthe Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods,\ntechniques, formulas, compositions, compounds, projects’ developments, plans, research data, clinical data, financial data, personnel data,\ncomputer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The\nEmployee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any\npurposes (other than in the performance of his duties as an employee of the Company) without written approval by an officer of the Company,\neither during or after his employment with the Company, unless and until such Proprietary Information has become public knowledge without\nfault by the Employee.\n(b)\nThe Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks,\nprogram listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Employee\nor others, which came into his custody and possession as independent contractor to the Company or which shall come into his custody or\npossession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of his duties for the\nCompany. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Employee shall be\ndelivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, the\nEmployee shall not retain any such materials or copies thereof or any such tangible property.\n(c)\nThe Employee agrees that his obligation not to disclose or to use information and materials of the types set forth in paragraphs\n(a) and (b) above, and his obligation to return materials and tangible property, set forth in paragraph (b) above, also extends to such types of\ninformation, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have\ndisclosed or entrusted the same to the Company or to the Employee.\n2.\nDevelopments.\n(a)\nThe Employee will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods,\ndevelopments, software, and works of authorship, whether patentable or not, which were or are created, made, conceived or reduced to practice\nby him or under his direction or jointly with others during his employment by the Company or during his provision of services as an independent\ncontractor to the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively\nreferred to in this Agreement as “Developments”).\n(b)\nThe Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company)\nall his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications.\nHowever, this paragraph 2(b) shall not apply to Developments which do not relate to the present or planned bu
7ee46791374659e1fa47c692df3f0c8a.pdf	effective_date jurisdiction party term	EX-99.(D)(5) 9 dex99d5.htm TWO WAY NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT, DATED\nOCTOBER 28, 2007\nExhibit (d)(5)\nPACKETEER, INC.\nTWO WAY NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS Agreement is made and entered into by and between PACKETEER, INC. (“Packeteer”) and Blue Coat Systems, Inc., a Delaware\ncorporation, having offices at 420 North Mary Avenue, Sunnyvale, CA 94085, to assure the protection and preservation of the confidential and/or\nproprietary nature of each party’s confidential information. Each party will disclose such information solely for the purpose of evaluating the\npossibility of entering into a business relationship between the parties hereto (the “Purpose”). In reliance upon and in consideration of the following\nundertakings, the parties agree as follows:\n1. Definition. Subject to the limitations set forth in Section 2, all information (including but not limited to ideas, techniques, works of authorship,\nmodels, inventions, know-how, processes, equipment, algorithms, software source documents and formulae related to the current, future, and\nproposed products and services of each of the parties and information concerning research, development, financial information, procurement\nrequirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans), disclosed by one\nparty (the “Discloser”) to the other party (the “Recipient”) which is labeled or marked “Confidential” or with some other similar proprietary\nlegend, or which, in the context of the disclosure, the Recipient has reason to believe is confidential, shall be deemed to be “Confidential\nInformation.” If Confidential Information is disclosed in oral form, the Discloser shall identify it as confidential at the time of disclosure and\nthereafter summarize it in writing and transmit such summary to the Recipient within thirty (30) days of the oral disclosure.\n2. Exclusions. “Confidential Information” excludes information which: (a) is now or hereafter becomes generally known or available, through no\nact or failure to act on Recipient’s part; (b) Recipient independently knows at the time of receiving such information; (c) a third party hereafter\nfurnishes to Recipient without restriction on disclosure and without breach of any confidentiality obligations; (d) Recipient has independently\ndeveloped without using any Confidential Information or breaching this Agreement; or (e) Discloser gives written permission to Recipient to\ndisclose.\n3. Restrictions/Obligations. Recipient shall: (a) only disclose the Confidential Information to those employees and contractors with a need to\nknow; provided that Recipient binds those employees and contractors to terms at least as restrictive as those stated in this Agreement (or, with\nrespect to professional advisors, advises them of its obligations with respect to the Confidential Information); (b) not disclose any Confidential\nInformation to any third party, without Discloser’s prior written consent; (c) use such Confidential Information only to the extent required to\naccomplish the Purpose; (d) not reproduce Confidential Information in any form except as required to accomplish the Purpose; (e) not reverse\nengineer, decompile, or disassemble any software disclosed by the Discloser; (f) not directly or indirectly export or transmit any Confidential\nInformation to any country to which such export or transmission is restricted by regulation or statute; and (g) promptly provide the Discloser\nwith notice of any actual or threatened breach of the terms of this Agreement. However, Recipient may disclose Confidential Information in\naccordance with a judicial or other governmental order provided that Recipient shall give Discloser written notice prior to such disclosure.\nSubject to Recipient’s obligations of non-disclosure, Recipient shall be free to use the residuals resulting from the use or access to the\nConfidential In
806858a7ab08e1c6ed751bfa1b036af4.pdf	effective_date jurisdiction party term	EX-10.4 12 dex104.htm FORM OF STATEMENT OF CONFIDENTIALITY, NON-DISCLOSURE AND NON-\nCOMPETE AGREEMENT\nEXHIBIT 10.4\nFORM OF STATEMENT OF CONFIDENTIALITY, NON-DISCLOSURE\nAND NON-COMPETE AGREEMENT BETWEEN ALCIS-CA AND\nOUR EMPLOYEES, CONSULTANTS AND OTHER THIRD-PARTY CONTRACTORS\nALCiS HEALTH, INC.\nCONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT\nAs an employee of ALCiS Health, Inc, its subsidiary or its affiliate (together, the “Company”), and in consideration of the compensation now\nand hereafter paid to me, I, the undersigned, agree to the following:\n1. Maintaining Confidential Information\na. Company Information. I agree at all times during the term of my employment and thereafter to hold in strictest confidence, and not to\nuse, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Board of Directors\nof the Company, any trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs,\nformulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans,\nfinancial information or other subject matter pertaining to any business of the Company or any of its clients, consultants or licensees.\nb. Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any\nproprietary information or trade secrets of my former or concurrent employers or companies, if any, and that I will not bring onto the premises of the\nCompany any unpublished document or any property belonging to my former or concurrent employers or companies, if any, unless consented to in\nwriting by said employers or companies.\nc. Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential\nor proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain\nlimited purposes. I agree that I owe the Company and such third parties, during the term of my employment and thereafter, a duty to hold all such\nconfidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation (except as necessary in\ncarrying out my work for the Company consistent with the Company’s agreement with such third party) or to use it for the benefit of anyone other\nthan for the Company or such third party (consistent with the Company’s agreement with such third party) without the express written authorization\nof the Board of Directors of the Company.\n2. Retaining and Assigning Inventions and Original Works\na. Inventions and Original Works Retained by Me. I have attached hereto, as Exhibit A, a list describing all inventions, original works of\nauthorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company, which belong to\nme, which relate to the Company’s proposed business and products, and which are not assigned to the Company; or, if no such list is attached, I\nrepresent that there are no such inventions.\nb. Inventions and Original Works Assigned to the Company. I agree that I will promptly\nmake full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and will assign to the Company all my\nright, title, and interest in and to any and all inventions, original works of authorship, developments, improvements or trade secrets which I may\nsolely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I\nam in the employ of the Company. I recognize, however, that Section 2870 of the California Labor Code (as set forth in Exhibit B attached hereto)\nexempts from this provision any invention as to which I can prove the follow
80b10762496b1fbcf86f729528d30fed.pdf	effective_date jurisdiction party term	EX-10 .3 7 ndaprecision.htm\nNondisclosure Agreement\nThis agreement (“Agreement”) is entered into and effective as of 6th day of February, 2007, between\nPrecision Metal Manufacturing, Inc (a Colorado Corporation) located at 12555 West 52nd Avenue, Arvada,\nColorado 80002 and Back 2 Health, Ltd. located at 5373 North Union Bvld., Colorado Springs, Colorado\n80918 (hereinafter collectively referred to as “the Parties”).\nWHEREAS, the Parties contemplate entering into a business relationship regarding materials production: and\nWHEREAS, Back 2 Health, Ltd. needs to disclose certain information to Precision Metal Manufacturing, Inc.\nregarding the potential business relationship:\nNOW THEREFORE, in consideration of the disclosure of Proprietary Information (as defined herein) to\nPrecision Metal Manufacturing, Inc. the Parties agree as follows:\n1.\nDefinition:\n“Information” is defined as communications or data including, but not limited to, business\ninformation, marketing plans, technical or financial information, customer lists or proposals,\ntrademark filings, patent applications, sketches, models, samples, drawings, specifications, whether\nconveyed in oral, written, graphic, or electromagnetic form or otherwise.\n“Party” is defined as either entity executing this Agreement and any subsidiary, division, or parent\ncompany of such entity.\n“Proprietary Information” is defined as that information owned or possessed by Back 2 Health Ltd.\nthat Back 2 Health, Ltd. desires to protect as confidential against unrestricted disclosure or improper\ncompetitive use, and that is designated as such in the manner provided by this Agreement.\n2.\nAll information that is disclosed by Back 2 Health, Ltd. (“Disclosing Party”) to Precision Metal\nManufacturing, Inc. (“Receiving Party”) and that is to be protected hereunder by the Receiving Party\nas Proprietary Information:\n(a) in writing or other tangible form, shall be conspicuously labeled as “proprietary”, “confidential”,\nor with words of similar importance at the time of delivery; and\n(b) if oral, shall concern only topics and scope agreed in advance, in writing, and shall be identified as\n“proprietary” or “confidential” prior to disclosure, and after disclosure shall be summarized in writing\nor other tangible form promptly, but in no event later than twenty (20) business days thereafter, and\nthe summary shall be delivered to the Receiving Party consistent with Subparagraph 2(a) hereof.\n3.\nProprietary Information of the Disclosing Party shall remain the property of the Disclosing Party.\nProprietary Information of the Disclosing Party shall be treated and safeguarded hereunder by the\nReceiving Party for a period of five (5) years from the date of disclosure. The Receiving Party\nwarrants that it applies reasonable safeguards against the unauthorized disclosure of Proprietary\nInformation and that it will protect such Proprietary Information at least as securely as it protects it\nown Proprietary Information.\n4.\nThe Receiving Party agrees that (i) the documents provided to the Receiving Party hereunder\ncontaining Proprietary Information of the Disclosing Party shall be used by the Receiving Party solely\nfor the purpose of evaluating its interest in the business arrangements described or performing a future\nagreement between the parties; (ii) it will not use such documents disclosed hereunder for any other\npurpose; and (iii) it will not distribute, disclose, or disseminate Proprietary Information to anyone\nexcept its employees with a need to know who are involved in the consideration or performance of the\nbusiness arrangements described herein.\n5.\nThis Agreement shall not apply to Information that:\n(a) is in or enters the public domain, through no fault of the Receiving Party; or\n(b) is or has been disclosed by the Disclosing Party to the other Party or the third party without\nrestriction; or\n(c) is already in the possession of the Receiving
80e3a1f3abe306d4feb3b134c707bd07.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 3 dex99e2.htm CONFIDENTIALITY AGREEMENT\nExhibit (e)(2)\nOctober 12, 2005\nKoch Industries, Inc.\n4111 E. 37\nth Street North\nWichita, Kansas 67220\nAttention: Steve Feilmeier\nRe: Confidentiality Agreement\nDear Steve:\nKoch Industries, Inc. (“Koch” or “you”) now or in the future will be reviewing certain information provided to it by Georgia-Pacific\nCorporation (“GP”) or its affiliates (“Provider”) to assist Koch in evaluating making a possible purchase of certain stock or assets of GP (the\n“Project”). In order that Koch may determine the extent of its interest, certain oral and written information regarding the Project will be provided to\nKoch which is proprietary and confidential information of Provider.\nAs used herein, the term “Person” includes, without limitation, any corporation, company, entity, trust, group, partnership, or individual. The\nterm “Representative” means any Person acting on behalf of Provider or Koch, as the case may be, including without limitation, Koch’s (or\nProvider’s, as the case may be) directors, officers, partners, employees, agents, representatives, financial advisors, attorneys, accountants, and\nconsultants. The term “Information” means any and all oral and written information, including information in documentary, handwritten, electronic\nform, or any other form, that is (i) furnished by Provider to you or any of your Representatives in connection with your evaluation of the Project or\nfurnished to us in regard to the purchase by Koch from Provider of the two pulp and paper mills in May 2004, or (ii) prepared by you or your\nRepresentatives and containing, in whole or in part based on, any information described in clause (i) above.\nIn consideration of your being furnished with the Information by Provider, you agree that:\n1. Subject to Paragraph 6 below, the Information will be kept confidential and will not, without the prior written consent of Provider, be\ndisclosed by you or your Representatives, in whole or in part. Moreover, you agree to disclose to your Representatives that you are evaluating the\nProject and to transmit Information to your Representatives, in both cases, only if and to the extent that such Representatives need to know the\nInformation for the purpose of evaluating the Project and are informed by you of\nthe confidential nature of the Information and agree (in writing in the case of third party Representatives) to be bound by the terms of this\nAgreement.\n2. Except as otherwise permitted herein, without the prior written consent of Provider, you and your Representatives will not disclose to any\nother Person your participation in evaluating the Project, including that Information has been made available or the status of such process, except as\nrequired by law, regulation or legal process and then only with prior written notice to Provider.\n3. If no transaction is consummated between us regarding the Project, upon our request, you will either destroy the Information (including\nall copies thereof) or, at your option, return the Information immediately to Provider, without retaining any copies or extracts thereof; provided.\n4. The term “Information” does not include information which (i) is or becomes available to the public other than as a result of a disclosure\nby you or anyone to whom you or any of your Representatives transmit any information, (ii) is or becomes known or available to you on a basis not\nin contravention of applicable law from a source (other than Provider or one of its Representatives) which you reasonably believe is not prohibited\nfrom transmitting such information to you by any contractual, legal or fiduciary obligation to Provider, (iii) was in your possession prior to the time\nit was acquired hereunder, or (iv) was developed by or for you without reference to the Information.\n5. You (i) acknowledge that neither Provider nor any of its Representatives makes any representation or warranty (express
825e7621085e6b7b0cfd23dc5d16a9b8.pdf	effective_date jurisdiction party term	EX-4 2 dex4.htm CONFIDENTIALITY AND STANDSTILL AGREEMENT\nExhibit 4\n[AIR TRANSPORT SERVICES GROUP LETTERHEAD]\nFebruary 2, 2009\nJ. Christopher Teets\nPartner\nRed Mountain Capital Partners LLC\n10100 Santa Monica Boulevard, Suite 925\nLos Angeles, CA 90067\nRe: Confidentiality and Standstill Agreement\nDear Mr. Teets:\nAs you know, that certain letter agreement by and between Red Mountain Capital Partners LLC, a Delaware limited liability company\n(“Red Mountain”) and Air Transport Services Group, Inc., a Delaware corporation (formerly ABX Holdings, Inc., “ATSG”), dated February 6, 2008,\nterminated automatically pursuant to its terms on December 31, 2008. In response to Red Mountain’s renewed request, ATSG has agreed to and\nexpects to deliver to Red Mountain, following the execution and delivery of this letter agreement by Red Mountain, certain information about its\nproperties, employees, finances, businesses and operations (including monthly financial information and all information and materials provided or\nmade available to the full board of directors of ATSG (the “Board of Directors”) or otherwise to a majority of the members of the Board of\nDirectors) that is currently available or becomes available during the duration of this letter agreement; provided, however, that nothing in this letter\nagreement obligates ATSG to disclose any information if such disclosure would be unlawful or result in a breach by ATSG or one of its subsidiaries\nof a confidentiality agreement with a third party.\nAll information about ATSG or any third party that is furnished by ATSG or its Representatives (as defined below) to Red Mountain on\nor after the date hereof, and regardless of the manner in which it is furnished, is referred to in this letter agreement as “Proprietary Information.”\nProprietary Information shall not include, however, information which (i) is or becomes generally available to the public other than as a result of a\ndisclosure by Red Mountain, the Affiliates (as defined below) or any of their respective Representatives in violation of this letter agreement; (ii) was\navailable to Red Mountain on a nonconfidential basis prior to its disclosure by ATSG or its Representatives; (iii) becomes available to Red Mountain\non a nonconfidential basis from a person other than ATSG or its Representatives who is not otherwise bound by a confidentiality agreement with\nATSG or any or its Representatives, or is otherwise not under an obligation to ATSG or any of its Representatives not to transmit the information to\nRed Mountain; or (iv) was independently developed by Red Mountain without reference to or use of the Proprietary Information. For purposes of\nthis letter agreement, (i) “Affiliates” shall mean, collectively, Red Mountain Capital Partners II, L.P., a Delaware limited partnership, Red Mountain\nCapital Partners III, L.P., a Delaware limited partnership, RMCP GP LLC, a Delaware limited liability company, Red Mountain Capital\nManagement, Inc., a Delaware corporation, and Willem Mesdag, a natural person; (ii) “Representative” shall mean, as to any person, its directors,\nofficers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants); and (iii) “person” shall be\nbroadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.\nSubject to the immediately succeeding paragraph, unless otherwise agreed to in writing by ATSG, Red Mountain shall, (i) except as\nrequired by law, keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person (other than to its\nAffiliates, Representatives and Representatives of the Affiliates who have a need to know such information for purposes of assisting in Red\nMountain’s evaluation of ATSG, provided that each such Affiliate and Representative shall keep confidential all Proprietary Information that is so\ndisclosed 
82b263d025fddef5a8048b34eed91942.pdf	effective_date jurisdiction party term	EX-10.4 5 dex104.htm EXECUTIVE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT\nExhibit 10.4\nEXECUTIVE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT\nTHIS EXECUTIVE CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is entered into as of\n, 2009 (the “Effective Date”), between The Hershey Company, a Delaware corporation together with its subsidiaries and affiliates and its\nand their respective successors and assigns (“Employer” or “Company”), and the undersigned officer of Employer (“Executive”).\nWHEREAS, Executive currently serves, or is being hired or promoted to serve, as an officer of the Company subject to election or\nappointment by the Company’s Board of Directors and eligible for participation in the performance stock unit (“PSU”) program, the restricted stock\nunit (“RSU”) program and in other equity grants and future cycles under the Company’s Equity and Incentive Compensation Program (“E-grade\nOfficer”).\nWHEREAS, Employer possesses certain valuable confidential, proprietary and/or trade secret information (collectively, “Confidential\nInformation,” as further defined below) that gives Employer a competitive advantage.\nWHEREAS, Employer has developed and maintained, at substantial expense and over a considerable period of time, relationships with\ncustomers, suppliers, agents, licensees, licensors and others that likewise give Employer a competitive advantage (“Business Relationships”).\nWHEREAS, as a result of Executive’s past, future, and/or continued employment as an E-grade Officer, Executive has been and/or will be\nand/or will continue to be given access to, and will assist in, the development and maintenance of Employer’s Confidential Information and Business\nRelationships, and it is the parties’ intent to continue to safeguard such Confidential Information and Business Relationships both during and after\nthe term of Executive’s employment with Employer.\nWHEREAS, Employer’s reputation and present and future competitive position are dependent upon Employer’s ability to protect its interests\nin such Confidential Information and Business Relationships.\nNOW, THEREFORE, in consideration of (i) Employer employing Executive as an E-grade Officer, (ii) Employer providing and continuing to\nprovide Executive access to such Confidential Information and Business Relationships, (iii) Employer making PSU awards, RSU awards and other\nequity grants to Executive under the next cycle and all future cycles for which Executive is eligible, (iv) if applicable, Employer permitting\nExecutive to participate in and be eligible to receive amounts in the future under defined benefit or defined contribution supplemental executive\nretirement plans (DB SERP or DC SERP, as applicable), and/or (v) other good and valuable consideration, the sufficiency and receipt of which are\nhereby acknowledged, Employer and Executive agree as follows:\n1. Non-Disclosure of Confidential Information. Executive acknowledges that due to the nature of his/her employment and the position of trust\nthat he/she holds or will hold with Employer, he/she will have special access to, learn, be provided with, and in some cases will prepare and create\nfor Employer, trade secrets and other confidential and proprietary information relating to Employer’s business, including, but not limited to,\ninformation about Employer’s manufacturing processes; manuals, recipes and ingredient percentages; engineering drawings; product and process\nresearch and development; new product information; cost information; supplier data; strategic business information; information related to\nEmployer’s legal strategies or legal advice rendered to Employer; marketing, financial and business development information, plans, forecasts,\nreports and budgets; customer information; new product strategies, plans and project activities; and acquisition and divestiture strategies, plans and\nproject activities (collec
83a79ed689ef320a8f65e0268de91e10.pdf	effective_date jurisdiction party term	EX-10 .3 2 ctshexhibit10312312017.htm EXHIBIT 10.3\nEXHIBIT 10.3\nAMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-DISCLOSURE, NON-COMPETITION, AND INVENTION\nASSIGNMENT AGREEMENT\nThis Amended and Restated Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment\nAgreement (this “Agreement”) is made as of the ___ day of [____] 2018 (the “Effective Date”) by and between Cognizant Technology Solutions\nCorporation, a Delaware corporation (the “Company” (where applicable, the definition of Company shall include the Company’s subsidiaries and\naffiliates and any successors or assigns)), and [_____] (“Employee”).\n[WHEREAS, Employee is currently employed by the Company as its [_____]; [and]]\nWHEREAS, the Company desires to [continue to] retain the services of Employee; [and]\n[WHEREAS, the Parties desire to amend and restate, in its entirety, the parties’ prior agreements pertaining to Employee’s\nemployment, and set forth the new terms and conditions of Employee’s employment by the Company.]\nNOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and\nintending to be legally bound hereby, the Company and Employee (individually a “Party” and together, the “Parties”) agree as follows:\n1. Definitions.\n(a) “Annual Base Salary” shall mean the rate of annual base salary paid or payable to Employee by the Company (including\nauthorized deferrals and salary reduction amounts) immediately prior to Employee’s Termination Date.\n(b) “Board” shall mean the Board of Directors of Cognizant Technology Solutions Corporation.\n(c) “Cause” shall mean (i) willful malfeasance or willful misconduct by the Employee in connection with his employment,\n(ii) continuing failure to perform such duties as are reasonably requested by Employee’s supervisor, (iii) failure by the Employee to observe\nmaterial policies of the Company applicable to the Employee, (iv) the commission by the Employee of (x) any felony or (y) any misdemeanor\ninvolving moral turpitude, (v) Employee engaging in any fraudulent act or act of embezzlement, or (vi) any material breach of this Agreement.\n(d) “Code” means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.\n(e) “Disability” means Employee’s total and permanent disability as determined in accordance with the Company’s long-term\ndisability policy, whether or not Employee is covered by such policy.\n(f) “Good Reason” means, the occurrence of one or more of the following events or actions:\n(i) A material diminution by the Company of Employee’s authority, duties or responsibilities;\n(ii) A material diminution in Employee’s overall compensation package, which is not otherwise caused by an overall\npolicy by the Company to reduce senior employee compensation throughout the Company;\n(iii) The failure of the Company to obtain from its successors the express assumption of this Agreement; or\n(iv) A change, without Employee’s consent, in the principal place of work of the Employee to a location that is more\nthan 50 miles from his primary work location as of the date of this Agreement, but only if such change occurs on or after a Change in Control.\n(g) “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement\nrelied upon and (ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of Employee’s employment under\nthe provision so indicated.\n(h) “Termination Date” shall mean the last day of Employee’s employment with the Company.\n(i) “Termination of Employment” shall mean the termination of Employee’s active employment relationship with the\nCompany.\n2. Employment. The Company hereby [employs][continues to employ] Employee, and Employee hereby [accepts][continues to\naccept] such employment, upon the terms and conditions set forth herein.\n
86700bef2a964227f73f0dcd135616f7.pdf	effective_date jurisdiction party term	EX-10.94 5 dex1094.htm CONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nExhibit 10.94\nCONFIDENTIALITY AND NON-COMPETITION AGREEMENT\nThis Agreement is between Joseph M. Squeri (hereafter “You”) and Comstock Homebuilding Companies, Inc., its affiliates, successors,\nassigns, parents and subsidiaries (hereafter “the Company”), effective this day of August, 2010. You are entering into this Agreement based on\nconsideration to You from the Company, including the grant of equity in the Company to You, Your employment and continued employment with\nthe Company, and such other benefits that You acknowledge to be sufficient consideration for this Agreement.\n1. NATURE OF AGREEMENT. You and the Company intend this Agreement to be an Agreement concerning confidentiality and non-\ncompetition/non-solicitation. This Agreement does not limit in any way the right of either You or the Company to terminate the employment\nrelationship at any time. This Agreement contains obligations that survive termination of the employment relationship between You and the\nCompany. You agree that neither the provisions set forth in this Agreement nor any other written or oral communications between the Company and\nYou about the subject matter of this Agreement as of the date of this Agreement has created or is intended to create a contract of employment or a\npromise to provide any benefits. If You and the Company enter into or have entered into an Employment Agreement, this Agreement is to be read\nand applied consistently with that Agreement.\n2. DEFINITIONS . As used in this Agreement, the following terms shall have the following meanings:\n2.1\n“Business Partner” means each and every person and/or entity who or that, at any time during the two (2) years prior to termination of\nYour employment: (i) was either a customer, lender, supplier or subcontractor of or to the Company; (ii) was in contact with You or in\ncontact with any other employee, owner, or agent of the Company, of which contact You either were involved or were or should have\nbeen aware, concerning receiving or providing any product or service from the Company; or (iii) was solicited by the Company, or in\nconsideration or planning to be solicited by the Company, in an effort in which You were involved or of which You were or should have\nbeen aware.\n2.2\n“Conflicting Services” means any service or process of any person or production homebuilding organization, other than the Company,\nsettling in excess of 250 units annually, which directly competes with the Company in the business of designing, constructing and selling\nfor-sale single-family homes, townhomes and condominiums within the Washington, D.C. metropolitan area or in any other geographic\narea where the Company is conducting operations or has demonstrable plans to commence operations within six (6) months during Your\nemployment by the Company or about which You acquire Confidential Information during Your employment by the Company.\n2.3\n“Confidential Information” means knowledge or information not generally known to the public or in the home construction industry\n(including information conceived, discovered or developed by You), that You learn of, possess, or to which You have access through\nYour employment by the Company, related to the Company or its Business Partners, including but not limited to the information\nlisted on Schedule B to this Agreement. Confidential Information shall not include information that is or becomes publicly known\nthrough no breach of this Agreement or other act or omission of the Employee. The phrase “publicly known” shall mean readily\naccessible to the public in a written publication, and shall not include information that is only available by a substantial searching of the\npublished literature, and information the substance of which must be pieced together from a number of different publications and\nsources. The burden of proving that information or skills and experience are not Conf
86a578a6e19238530935b1f54a554b36.pdf	effective_date jurisdiction party term	EX-99.(D)(1) 5 dex99d1.htm NON-DISCLOSURE AGREEMENT\nExhibit (d)(1)\nSTRICTLY CONFIDENTIAL\nNon-Disclosure Agreement\nJuly 1, 2005\nOmnicare, Inc.\nNectarine Acquisition Corp.\n100 East RiverCenter Boulevard\nCovington, Kentucky 41011\nAttn: Joel F. Gemunder, President and Chief Executive Officer\nDear Mr. Gemunder:\nIn connection with your consideration of a possible business combination transaction involving all or substantially all (a “Possible\nTransaction”) of the outstanding common stock of NeighborCare, Inc. (collectively with its businesses, subsidiaries and divisions, the “Company”),\nthe Company is prepared to make available to you certain information concerning the business, financial condition, operations, assets and liabilities\nof the Company. In connection with the Possible Transaction, which may involve stock or other securities issued by you, you are prepared to make\navailable to the Company certain information concerning you and your business, financial condition, operations, assets and liabilities. The party\ndisclosing information shall be referred to herein as the “Disclosing Party” and the party receiving information shall be referred to as the “Receiving\nParty.”\nAs a condition to each Receiving Party and their Representatives (as defined below) being furnished with such information, the\nReceiving Party agrees to treat any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its Representatives or\notherwise and irrespective of the form of communication) which is furnished to the Receiving Party or its Representatives now or in the future by or\non behalf of the Disclosing Party (collectively, the “Evaluation Material”) and Discussion Information (as defined below) confidential in accordance\nwith the provisions of this letter agreement, and to take or refrain from taking certain other actions as hereinafter set forth. As used in this letter\nagreement, a party’s “Representatives” shall include the directors, officers, employees, agents, affiliates (as such term is defined under the Securities\nExchange Act of 1934, as amended (the “1934 Act”)), partners, advisors or representatives of such party and those of its subsidiaries, affiliates\nand/or divisions (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any Representatives of the\nReceiving Party’s advisors).\nThe term “Evaluation Material” shall be deemed to include any notes, analyses, compilations, studies, forecasts, interpretations or other\ndocuments prepared by the Receiving Party or its Representatives that derive from, contain, reflect or are based upon, in whole or in part, the\ninformation furnished to the Receiving Party or its Representatives pursuant hereto.\nJuly 1, 2005\nPage2of8\nThe term “Evaluation Material” shall also be deemed to include any oral, written or visual information obtained by meeting Representatives of the\nDisclosing Party or touring any of its facilities. The term “Evaluation Material” does not include information which (i) is or becomes generally\navailable to the public other than as a result of a disclosure by the Receiving Party or its Representatives, (ii) was within your possession prior to its\nbeing furnished to you by or on behalf of the Company; provided that the source of such information was not known to be bound by a confidentiality\nagreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such\ninformation, (iii) was developed independently by the Receiving Party without use, directly or indirectly, of any Evaluation Material or (iv) becomes\navailable to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such\nsource was not known to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of 
86e9c90fa3986691fcb140266f514c7d.pdf	effective_date jurisdiction party term	EX-10.10 10 d191007dex1010.htm FORM OF CONFIDENTIALITY AND NONINTERFERENCE AGREEMENT\nExhibit 10.10\nFORM OF CONFIDENTIALITY AND NONINTERFERENCE AGREEMENT\nIn recognition of the critical role that you play as an executive with Delphi Automotive LLP and/or one of its direct or indirect subsidiaries or\naffiliates (collectively, “Delphi” or the “Company”), and as consideration for any and all awards to be granted to you under the Delphi Automotive\nLLP 2010 Management Value Creation Plan (“Value Creation Plan”) and/or for other good and valuable consideration, you (“Employee” or “you”)\nagree to the terms and conditions of this Confidentiality and Noninterference Agreement (this “Agreement”) as follows:\n1. Covenants.\n(a) You acknowledge and agree that: (i) as an executive, you have been and will be exposed to some of the most sensitive and\nconfidential information possessed by or relating to Delphi, including strategic plans, marketing plans, information regarding long-term business\nopportunities and information regarding the development status of specific Company products, as well as extensive assessments of the competitive\nlandscape of the industries in which the Company competes; and (ii) this information represents the product of the Company’s substantial investment\nin research and innovation, is critical to the Company’s competitive success, is disclosed to the Company’s executives only on a strictly confidential\nbasis, and is not made accessible to the public or to the Company’s competitors.\n(b) You further acknowledge and agree that: (i) the business in which the Company is engaged is intensely competitive and that your\nposition and employment by Delphi has required, and will continue to require, that you have access to, and knowledge of, valuable and sensitive\ninformation relating to Delphi and its business including, but not limited to, information relating to its products and product development, pricing,\nengineering and design specifications, trade secrets, customers, suppliers, unique and/or proprietary software and source code, and marketing plans\n(collectively, “Confidential Information”); (ii) the direct or indirect disclosure of such Confidential Information would place the Company at a\nserious competitive disadvantage and would do serious damage, financial and otherwise, to the business of the Company and may constitute\nmisappropriation and/or improper use of trade secrets in violation of applicable laws; (iii) you have been and will be given access to, and have been\nor will be able to develop relationships with, customers, suppliers and employees of the Company at the time and expense of the Company; and\n(iv) by your training, experience and expertise, your services to the Company are, and will continue to be, extraordinary, special and unique.\n(c) You acknowledge and agree that you will keep in strict confidence, and will not, directly or indirectly, at any time during or after your\nemployment with Delphi, disclose, furnish, disseminate, make available or use Confidential Information of the Company or its customers or\nsuppliers, without limitation as to when or how you may have acquired such information, other than in the proper performance of your duties to\nDelphi, unless and until such Confidential Information is or shall become general public knowledge through no fault of yours. You specifically\nacknowledge that all such information, whether written or oral, or in electronic format, or maintained in your mind or memory and whether compiled\nby the Company, and/or you, derives independent economic value from not being readily known to or ascertainable by\nproper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company to\nmaintain the secrecy of such information, that such information is the sole property of the Company and that any retention and use of such\ninformation by you during or after your em
8a7fedc5ffa5c2ffa424753229b52943.pdf	effective_date jurisdiction party term	EX-10.13 17 d638429dex1013.htm EX-10.13\nExhibit 10.13\nNON-DISCLOSURE, NON-SOLICITATION AND COVENANT NOT TO COMPETE\nAGREEMENT\nTHIS NON-DISCLOSURE, NON-SOLICITATION AND COVENANT NOT TO COMPETE AGREEMENT (“Agreement”) is\nentered into on the\nday of October, 2010, by and between AGS LLC a Delaware Corporation (“Company”), and Curt Mayer\n(“Employee”).\nEmployee and Company have entered into a separate employment agreement of the same date and that agreement contains language in\ncertain paragraphs that may be different than that contained in this document. In the event of any controversy in interpretation of either\nagreement, the language in the employment agreement shall supersede any language in this agreement.\nIn consideration of the Company employing Employee and the compensation to be paid to Employee during the course of his/her\nemployment, Employee hereby agrees as follows:\n1. Effective Date-Affiliates.\n(a) This Agreement shall be effective as of the first day of employment with the Company.\n(b) All references to Affiliates shall include American Gaming Systems, AGS Partners LLC , AGS Capital, LLC, AGS\nHoldings, LLC, GTNA Solutions, Corporation or any other entity acquired or organized by the Company during the course of the Employee’s\nemployment with the Company.\n2. Non-Disclosure, Non-Solicitation and Covenant Not to Compete.\n(a) Non-Disclosure. Employee understands and acknowledges that Confidential Information (as defined herein), constitutes a\nvaluable asset of Company and its Affiliates, and may not be converted to Employee’s own use. During the course of employment and thereafter,\nEmployee shall hold in a fiduciary capacity for the benefit of Company all secret or confidential information, knowledge or data relating to\nCompany or its Affiliates, and their respective businesses, that shall not be public knowledge (other than information which becomes public as a\nresult of acts of Employee or his representatives in violation of this Agreement), including, without limitation, its products, programs, projects,\npromotions, marketing, business plans or practices, business operations, employees, research and development, intellectual property,\ncustomer/client information, matters subject to litigation, and technology or financial information of Company or its Affiliates (collectively\nreferred to as “Confidential Information”), without the prior written consent of Company. In the event Employee is required by law or court\norder to disclose any Confidential Information, Employee shall promptly notify Company of such requirement and provide Company with a copy\nof any court order or of any law that requires such disclosure and, if Company so elects, to the extent permitted by law, provide Company an\nadequate opportunity, at its own expense, to contest such law or court order, prior to any such required disclosure by Employee.\n-1-\n(b) Non-Solicitation.\n(1) Employees. During the course of employment and for a two (2) year period thereafter, Employee shall not, for\nhimself or any third party, alone or as a member of a partnership or limited liability company, or as an officer, director, shareholder or otherwise,\ndirectly or indirectly, solicit or contact any employee of Company or any Affiliate of Company, with a view to inducing or encouraging such\nemployee to leave the employ of Company or its Affiliates, for the purpose of being employed at a company employing Employee, a employer\naffiliated with Company or any competitor of Company or any affiliate thereof.\n(2) Client and Customers. Employee agrees that for a period of one (1) year after the termination of employment with\nthe Company for any reason whatsoever, Employee shall not, on behalf of Employee or on behalf of any other individual, association or entity,\ncall on any of the clients or customers of the Company or any affiliate of the Company for the purpose of soliciting or inducing any of such\ncustomers to acquire (or providing to any
8ab95263bfe4f3d9d8080b97ee5f9781.pdf	effective_date jurisdiction party term	EX-2.2 3 dex22.htm NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - MONROE MILSTEIN\nExhibit 2.2\nBURLINGTON COAT FACTORY HOLDINGS, INC.\nNON-COMPETITION AND CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT is made as of April 13, 2006 between Burlington Coat Factory Holdings, Inc., a Delaware corporation (the\n“Company”), and Monroe Milstein (“Seller”). For purposes of this Agreement, unless the context requires otherwise, the term “Company” shall\ninclude all subsidiaries of the Company, including, without limitation, Burlington Coat Factory Warehouse Corporation, a Delaware corporation\n(“BlueBlazer”) and its subsidiaries.\nWHEREAS, Seller pursuant to that certain Agreement and Plan of Merger by and among the Company, BCFWC Mergersub, Inc., a\nDelaware corporation (the “Merger Sub”) and BlueBlazer, dated as of January 18, 2006 (the “Merger Agreement”) has received from the Company\nthe right to receive certain cash consideration in exchange for certain securities of BlueBlazer.\nWHEREAS, at the Effective Time (as defined in the Merger Agreement) MergerSub will merge with and into BlueBlazer pursuant to the\nMerger Agreement, with BlueBlazer being the surviving corporation of such merger, and the Company will own all issued and outstanding shares of\ncapital stock of BlueBlazer.\nWHEREAS, the Company and Seller desire to enter into an agreement setting forth the obligation of Seller to refrain from competing\nwith the Company for a period of time after the consummation of the transactions contemplated by the Merger Agreement as provided herein.\nWHEREAS, the execution and delivery of this Agreement by Seller is a condition to the consummation of the transactions contemplated\nby the Merger Agreement, and Seller is entering into this Agreement to induce the Company and the Merger Sub to consummate the transactions\ncontemplated by the Merger Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt\nand sufficiency of which are hereby acknowledged, the Company and Seller hereby agree as follows:\n1. Nondisclosure and Nonuse of Confidential Information. For a period of three (3) years following the date hereof, Seller shall keep\nsecret and hold in confidence, and shall not use for its benefit, any and all information relating to the Company that is proprietary to the Company,\nother than the following: (i) information that has become generally available to the public other than as a result of a disclosure by Seller in breach of\nthis Agreement and (ii) information that is required to be disclosed by any applicable law. In connection with disclosure of confidential information\nunder clause (ii) above, Seller shall give the Company timely prior notice of the anticipated disclosure and the parties shall cooperate in designing\nreasonable procedural and other safeguards to preserve, to the maximum extent possible, the confidentiality of such material.\n2. Noncompetition.\n(a) Seller agrees that, for a period of one (1) year following the date hereof (the “Non-Compete Period”), neither Seller nor any of\nSeller’s Affiliates shall without the prior written consent of the Company, directly or indirectly, anywhere in the United States (the “Territory”)\n(i) form, acquire, operate, control, make a financial investment in, enter into any agreement pertaining to, publicly announce the launch of, or\notherwise finance, manage, participate in, consult with, become employed by or render advisory services to, any business or otherwise become\nassociated with an enterprise, the business of which is the same as, substantially similar to or otherwise competitive with the business of the\nCompany as now conducted (i.e., the business of BlueBlazer and its subsidiaries conducted or proposed to be conducted immediately prior to the\nclosing of the Merger) (a “Competing Business”), or (ii) for the purpose of conducting or engaging in a Competing Business,
92f9092809b0d99117cb69418566bdc2.pdf	effective_date jurisdiction party term	EXHIBIT B\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), dated as of December 12th, 2008, is between\nNetSpend Corporation, a Delaware corporation, with offices at 701 Brazos Street, suite 1200, Austin, Texas 78701 (“NetSpend”), and JTH Tax\nInc., a Delaware corporation, d/b/a “Liberty Tax Service” with offices at 1716 Corporate Landing Parkway, Virginia Beach, Virginia 23454\n(“Liberty”), and is entered into to ensure the protection and preservation of the confidential and/or proprietary nature of information that the\nParties (as hereinafter defined) contemplate disclosing to one another in order to consider possible strategic transactions involving one or more\nissuing banks (the “Transaction”).\nAs used in this Agreement, the Party disclosing Confidential Information (as hereinafter defined) is the “Disclosing Party” and\nthe Party receiving the Confidential Information is the “Receiving Party.” Each of NetSpend and Liberty and their respective subsidiaries and\naffiliates shall be referred to herein individually as a “Party” and collectively as the “Parties.”\nNOW THEREFORE, in reliance upon and in consideration of the following mutual undertakings and agreements and other\ngood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, each of the Parties agree as\nfollows:\n1.\nConfidential Information. For purposes of this Agreement, the term “Confidential Information” shall be deemed to\ninclude (i) any information (including historical financial information that has not been publicly disclosed), concerning the business, assets,\noperations, financial condition or projections, technology, customers, strategic partners and business plans and models of the Disclosing Party\nincluded in information that has been or in the future is furnished by or on behalf of the Disclosing Party and (ii) notes, analysis, compilations,\nstudies, interpretations, memoranda or other documents and writings prepared by the Receiving Party or its directors, officers, employees,\nsubsidiaries and advisors (“Representatives”) which contain, reflect or are based upon, in whole or in part, any information described in clause\n(i) above that has been or in the future is furnished by the Disclosing Party or its Representatives.\n2.\nNon-Disclosure and Use Restrictions.\nEach Party shall keep the Confidential Information of the other Party\nstrictly confidential for a period of five (5) years from the date hereof and shall not disclose such Confidential Information to any third parties,\nother than its Representatives, without the prior written consent of the Disclosing Party. Each Party shall use the Confidential Information\nreceived from the other Party only for the purpose of evaluating the Transaction (including the effects of its consummation), and in no event for\nany other commercial, business or other purpose or for any other purpose competitively, strategically or otherwise disadvantageous, directly or\nindirectly, to the Disclosing Party. No other rights, and particularly licenses, to trademarks, inventions, copyrights, patents, mask work rights, or\nany other intellectual property rights are implied or granted under this Agreement or by the delivery of Confidential Information by one Party to\nthe other Party.\n3.\nCopying.\nConfidential Information supplied by one Party shall not be reproduced by the other Party in any\nform except to the extent reasonably necessary to enable such other Party to evaluate the Transaction.\n4.\nCare. The Receiving Party shall treat Confidential Information of the Disclosing Party as proprietary and\nconfidential and shall use the same degree of care to avoid disclosure or unauthorized use of Confidential Information of the Disclosing Party as\nthe Receiving Party provides to protect its own Confidential Information but no less than reasonable care. The Receiving Party shall maintain the\nCon
9436bf2d6f219936711abf8357a054aa.pdf	effective_date jurisdiction party term	EX-99.(E)(8) 3 dex99e8.htm CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nExhibit (e)(8)\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-disclosure Agreement (the “Agreement”) is made and entered into effective as of September 10, 2008, by and\nbetween Hifn, Inc. (the “Company”), and Exar Corporation (“Exar”). In consideration of the mutual covenants and conditions contained herein, to\ninduce the parties hereto to provide certain information to each other and for other good and valuable consideration, the receipt and adequacy of\nwhich are hereby acknowledged, the parties to this Agreement do hereby agree as follows:\n1. Definition of Confidential Information. For all purposes of this Agreement, the term “Confidential Information” shall collectively refer to all non-\npublic information or material disclosed or provided by one party to the other, either orally or in writing, or obtained by the recipient party from a\nthird party or any other source, concerning any aspect of the business or affairs of the other party or its “affiliates” (as such term is defined in Rule\n12b-2 under the Securities Exchange Act of 1934), including without limitation, any information or material pertaining to products, formulae,\nspecifications, designs, processes, plans, policies, procedures, employees, work conditions, legal and regulatory affairs, assets, inventory,\ndiscoveries, trademarks, patents, manufacturing, packaging, distribution, sales, marketing, expenses, financial statements and data, customer and\nsupplier lists, raw materials, costs of goods and relationships with third parties. Confidential Information also includes any notes, analyses,\ncompilations, studies or other material or documents prepared by the recipient party which contain, reflect or are based, in whole or in part, on the\nConfidential Information.\nNotwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly\navailable through no action or fault of the recipient party, (ii) was already in the recipient party’s possession or known to the recipient party prior to\nbeing disclosed or provided to the recipient party by or on behalf of the other party, provided, that, the source of such information or material was\nnot bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party with respect thereto,\n(iii) was or is obtained by the recipient party from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary\nobligation of confidentiality to the non-disclosing party or any other party with respect to such information or material, or (iv) is independently\ndeveloped by the recipient party without reference to the Confidential Information.\n2. Restrictions on Disclosure and Use. The Company and Exar do hereby covenant and agree with each other as follows:\n2.1 Non-disclosure. Both parties shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or\nentity, (i) any information about the potential sale of all or a portion of all of the assets or equity securities of the Company (the “Transaction”) or the\nfact that either party has received the Confidential Information and is considering the Transaction and all discussions between the Company and Exar\nrelated thereto, except that both parties may make such disclosure if it has received the reasonable advice of its outside counsel that such disclosure\nmust be made in order that such party not commit a violation of law, and (ii) the Confidential Information, except to those officers, employees or\nother authorized agents and representatives and professional consultants of such party to whom disclosure is reasonably necessary in connection with\nthe Transaction and who shall agree to be bound by the terms of this Agreement, and except as otherwise consent
968fde7b3c8de1908029eab706e963e9.pdf	effective_date jurisdiction party term	EX-10.5 4 dex105.htm CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY\nAGREEMENT\nEXHIBIT 10.5\nCONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as\nof February 28, 2006 (the “Effective Date”), among Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”; together with all subsidiaries\nof Gentiva, “Parent”), The Healthfield Group, Inc., a Delaware corporation (“Healthfield”; together with all subsidiaries of Healthfield, the\n“Healthfield Group”), (together with the Parent and the Healthfield Group, the “Companies”) and Tony Strange (“Executive”).\nWHEREAS, the Companies are currently engaged in the business of, among other things, providing comprehensive home health care\nservices.\nWHEREAS, Tara Acquisition Sub Corp., a wholly owned subsidiary of Gentiva, has merged with and into Healthfield (the “Merger”).\nWHEREAS, Executive had an employment agreement with the Healthfield Group (the “Old Employment Agreement”), which\nExecutive acknowledges has been terminated as of the date hereof, and Executive has a letter severance agreement with the Companies dated the\ndate hereof (the “Letter Agreement”). In such role, Executive will receive or has received specific confidential information relating to the businesses\nof the Companies, which confidential information is or was necessary to enable Executive to perform Executive’s duties. Executive will play or has\nplayed a significant role in the development and management of the businesses of the Companies and has been or will be entrusted with the\nCompanies’ confidential information relating to the Companies’ customers, manufacturers, distributors and others.\nWHEREAS, Executive is a holder of Healthfield preferred stock and Healthfield common stock and is receiving significant\nconsideration as a result of the Merger.\nWHEREAS, it is a condition to the closing of the Merger that Executive enter into this Agreement.\nNOW, THEREFORE, it is mutually agreed as follows:\n1. Confidentiality.\n(a) Executive shall not, during the term of any employment with the Companies or at any time thereafter, directly or indirectly, divulge,\nuse, furnish, disclose, exploit or make available to any person or entity, whether or not a competitor of the Companies, any Unauthorized disclosure\nof Confidential Information. In the event that Executive is requested or required (by deposition, interrogatories, requests for information or\ndocuments in legal proceedings, subpoenas, civil demand or similar process) to disclose any Confidential Information, Executive will give the\nCompanies prompt written notice of such request or requirement so that the Companies may seek an appropriate protective order or other remedy\nand/or waive compliance with the provisions of this Agreement, and Executive will cooperate with the Companies’ efforts to obtain such protective\norder. In the event that such protective order or other remedy is not obtained or the Companies waive compliance with the relevant provisions of this\nAgreement, Executive is permitted to furnish that Confidential Information which is legally required to be disclosed and will use his reasonable\nefforts to obtain assurances that confidential treatment will be accorded to such information.\nAs used herein, the term:\n“Confidential Information” shall mean trade secrets, confidential or proprietary information, and all other information, documents or\nmaterials, relating to, owned, developed or possessed by any of the Companies, whether in tangible or intangible form. Confidential Information\nincludes, but is not limited to, (i) financial information, (ii) products, (iii) product and service costs, prices, profits and sales, (iv) new business,\ntechnical or other ideas, proposals, plans and designs, (v) business strategies, (vi) product and service plans, (vii) marketing plans and studies,\n(viii) forecasts, (ix) budgets, (x) projections, (xi) com
988f7c53c00bb333a4b7188738a25378.pdf	effective_date jurisdiction party term	EX-10.1 2 dex101.htm AGREEMENT, GENERAL RELEASE AND CONFIDENTIALITY STATEMENT\nExhibit 10.1\nAGREEMENT, GENERAL RELEASE AND CONFIDENTIALITY STATEMENT\nThis AGREEMENT, GENERAL RELEASE AND CONFIDENTIALITY STATEMENT (this “Agreement”) is made and entered into as of the 11th day of\nMay, 2009, by and among API Nanotronics Corp., a Delaware corporation and API ELECTRONICS, INC., a Delaware corporation (collectively,\n“API”), and THOMAS W. MILLS, SR. (“Employee”).\nRECITALS:\nA. Employee’s employment with API will end effective March 19, 2009 (the “Separation Date”).\nB. Employee first received a copy of this Agreement on March 19, 2009 and received a copy of this version of the Agreement on April 28,\n2009.\nC. API enters into this Agreement based solely on Employee’s representation that this Agreement will resolve any and all claims Employee has\nor could have against API for any issue relating to his employment or the end of his employment with API and all affiliates of API and that\nEmployee has waived any right to pursue any lawsuit against API with respect to his employment, the separation of that employment, or any other\nissue that arose prior to his execution of this Agreement.\nD. In an effort to end the employment relationship on an amicable basis, and in consideration of the mutual covenants, promises, and\nobligations contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is mutually\nacknowledged, the Parties hereby agree as follows:\nAGREEMENT:\n1. Definition. Throughout this Agreement, the term “API” shall encompass the following:\n(a) API, as well as any division thereof, parent, subsidiary, affiliated entity, or related entity, predecessors, successors and assigns of any\nof the foregoing; and\n(b) Any current or former officer, director, trustee, agent, employee, shareholder, representative, insurer, or employee benefit or welfare\nprogram or plan (including administrators, trustees, fiduciaries, and insurers of such program or plan) of an entity referenced in or\nencompassed by Subparagraph 1(a).\n2. Resignations; Future Employment. Employee hereby resigns from his position as an officer of API, including without limitation, as\nPresident and Chief Operating Officer for API Nanotronics Corp., a member of API’s Board of Directors and all other officer positions and\ndirectorships he held with API, effective as of the Separation Date. All authority granted Employee by API shall be revoked as of the Separation\nDate. At API’s request, Employee shall execute any and all documents necessary to confirm Employee’s resignation from API. Employee’s\nemployment with API shall end on the Separation Date. Employee agrees that as a\ncondition of this Agreement, Employee will not seek reemployment with API at any time and should Employee apply in the future, his application\nfor employment will not be considered by API and will be null and void. Employee acknowledges that promptly after the Separation Date API is\nrequired to issue a press release announcing Employee’s resignation and promptly after the Effective Date API is required to issued a press release\nwith respect to this Agreement. Employee also acknowledges that API shall make such filings with the United States Securities and Exchange\nCommission with respect to Employee’s resignation and this Agreement as required by law and as it deems appropriate.\n3. Severance Payment and Other Consideration. API, in consideration for the promises contained herein, agrees as follows:\n(a) API will continue to pay Employee’s weekly salary of two thousand four hundred three and 85/100 ($2403.85) (less withholdings and\ndeductions required by law) for fifty-two (52) weekly pay periods (the “Severance Period”), payable to Employee via direct deposit on API’s\nregular paydays. Such payments shall begin within 14 days after the Effective Date. The payments due to Employee pursuant to this\nSection 3(a)
99dcd3ce09b66f2e227179775677cca5.pdf	effective_date jurisdiction party term	EX-99.D(4) 12 dex99d4.htm MUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT\nExhibit (d)(4)\nMUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT\nThis Mutual Non-Disclosure/Confidentiality Agreement is entered into on 2 September, 2004, by and between nStor Corporation, Inc. (“nStor”), a\nDelaware (USA) Corporation, and Xyratex Technology Limited, Langstone Technology Park, Langstone Road, Havant, Hampshire PO9 1SA a\ncompany incorporated in England (‘Xyratex’) (collectively the ‘Parties’) for the purpose of sharing technical, business and financial information to\nfoster potential mutually beneficial business relationships.\n1. Confidential Information. Confidential Information does not need to be marked as such and is defined as any and all technical, business\nfinancial and other information belonging to either party, including but not limited to products, descriptions, drawings, bills of material, assembly\ndrawings, compositions, business plans, financial information, trade secrets, know how, inventions, manufacturing techniques and processes,\nmarketing and sales processes and techniques, customer lists, price lists, suppliers, current and future product developments.\nConfidential Information shall not include information, technical data or knowledge which:\na.\nis already known to the Receiving Party;\nb. is or becomes publicly known through no wrongful act of the Receiving Party;\nc.\nis rightfully received from a third party without restrictions and without breach of this Agreement;\nd. is independently developed by the Receiving Party;\ne.\nis approved for release by written authorization of the disclosing party; or\nf. if orally disclosed by one party to the other and within thirty (30) days after the oral disclosure, the disclosing party does not so identify\nit in writing as Confidential Information. Neither party will disclose to third parties or fail to treat as Confidential Information any\ninformation received orally from the disclosing party unless the disclosing party fails for thirty (30) days after such disclosure to identify\nthe information disclosed as being confidential or proprietary.\n2. Term. This Agreement shall commence when executed and continue for a period of one (1) year. The Parties agree that from the date of first\nreceipt, and for a period of three (3) years following the last disclosure of Confidential Information, the party receiving the Confidential Information\n(the “Receiving Party”) shall not disclose the Confidential Information to any other person, or entity, or use for its own benefit except as provided in\nthis Agreement and shall use the same degree of care to avoid publication or dissemination of such information as it does for its own confidential\ninformation which it does not desire to have published or disseminated. These efforts shall specifically include document control measures, such as\nnumbered copies and sign out logs, and imposing on all employees, agents and other representatives of the Receiving Party restrictions at least as\nstrict as required by this Agreement.\n3. Marking. All information disclosed under this Agreement is deemed Confidential Information whether or not it is so marked. It is the intent of the\nParties to mark information as confidential and/or proprietary prior to release to the Receiving Party. However, such markings may be overlooked\nand or disclosed verbally or visually and shall not diminish the value of its confidentiality.\n4. Return of Confidential Information. All Confidential Information and any copies and extracts thereof shall be promptly returned to the\ndisclosing party or at any time within thirty (30) days of receipt of a written request by the disclosing party for the return of such Confidential\nInformation. If authorized by the disclosing party, such Confidential Information may be destroyed by the Receiving Party if such destruction is\ncertified by the Receiving Party to the satisfaction of the disclosing party.\n5. No License Gran
99dfb1027fcb9fe65c61777f264fdc88.pdf	effective_date jurisdiction party term	EX-10 .8 5 hpyexhibit108iandrysdaleno.htm CONFIDENTIALITY, NON-COMPETE AGREEMENT IAN DRYSDALE\nEMPLOYEE CONFIDENTIAL INFORMATION\nAND\nNONCOMPETITION AGREEMENT\nThis Employee Confidential Information and Noncompetition Agreement is made and entered into on\nthis 9th day of July, 2012, by and between Ian Drysdale, hereinafter “Employee,” and Heartland Payment\nSystems, Inc., a Delaware corporation (collectively with any and all current and future subsidiary and/or\naffiliate companies, the “Company”).\nWHEREAS, Employee has established an employment relationship with the Company and has\nreceived, and may continue to receive, certain benefits including stock grants and options; and\nWHEREAS, by reason of employment by the Company, Employee has received, and will continue to\nreceive, the value and advantage of confidential information and special training and skills, and the expert\nknowledge and experience of the contacts with other Company employees; and\nWHEREAS, the future granting of stock grants and options represents an advantage to Employee and\nwas conditioned upon Employee entering into this Agreement; and\nNOW THEREFORE, in exchange for good and valuable consideration, the sufficiency and receipt of\nwhich is hereby acknowledged, it is agreed as follows:\nSection 1. Scope of Agreement.\n(a)\nThis contract is not a contract of employment for any particular term. Employee's employment\nby the Company is at will, unless otherwise agreed by the Company and Employee in writing.\n(b)\nSeverance policies and procedures are as set forth in the Employee Policy Manual of the\nCompany; provided, that in the event of a conflict between this Agreement and the Employee Policy Manual,\nthis Agreement shall govern.\nSection 2. Severance and Bonuses.\n(a)\nIn consideration of the covenants by Employee contained below, in the event of a termination\nof Employee's employment by action of the Company other than for Cause or Disability, the Employee will\nreceive severance pay, in an amount equal to\n1\nthe base salary that would have been paid for a period of six (6) months payable in accordance with the\nCompany's regular payroll practices, plus medical benefits for such period, paid as if Employee were still\nemployed with Company; provided, that the Employee shall not be eligible to receive such severance pay\nunless such termination of employment occurs after the ninetieth (90th) day of the Employee's employment by\nthe Company. Medical benefit continuation during such severance period shall be counted against the benefit\ncontinuation period required under COBRA.\n(b)\nIn the event of a termination of Employee's employment by action of the Company other than\nfor Cause or in the event of termination of Employee's employment by death of Employee, the Employee (or is\ndesignee or next of kin, in the event of death of the employee) shall also be entitled to receive fifty percent\n(50%) of the pro rata portion (based on the number of days of Employee's employment during the fiscal quarter\nin which the Employee's employment is terminated) of any bonus payment that would have been payable to\nhim for that fiscal quarter if the Employee had been in the employ of the Company for the full fiscal quarter. If\nthe Employee's compensation arrangement did not contemplate a bonus payable on a quarterly basis, but\ninstead contemplated a bonus paid on some longer fiscal period (such as a half-year or full year), then fifty\npercent (50%) of the pro rata bonus shall be computed based on the number of days of Employee's employment\nduring such longer fiscal period in which the Employee's employment is terminated and the amount of the\nbonus payment that would have been payable to him for such longer fiscal period. No bonus will be payable to\nthe Employee with respect to any bonus period commencing after the bonus period in which the Employee's\nemployment terminated.\n(c) Cause. “Cause” means:\n(i)\nThe Employee has breached the provisions of Section 4,
9a5cb31024ad0a7a4916e4f122ebea4a.pdf	effective_date jurisdiction party term	EX-10.3 2 dex103.htm FORM OF EMPLOYMENT, CONFIDENTIALITY, SEVERANCE AND NON-\nCOMPETITION AGREEMENT\nEXHIBIT 10.3\nEMPLOYMENT, CONFIDENTIALITY, SEVERANCE AND NON-COMPETITION AGREEMENT\nTHIS EMPLOYMENT, CONFIDENTIALITY, SEVERANCE AND NON-COMPETITION AGREEMENT (this “Agreement”) is\nentered into as of [\n,\n] by and between [\n] (the “Executive”) and SAVVIS, INC., a Delaware corporation, (“SAVVIS”) and all\nits subsidiaries (collectively referred to as the “Company”). Capitalized terms used but not defined herein have the respective meanings ascribed to\nsuch terms in Section 7 of this Agreement.\nWHEREAS, Executive acknowledges that:\n•\nthe Company and its Affiliates are and will be engaged in a number of highly competitive lines of business.\n•\nthe Company and its Affiliates conduct business throughout the United States and in numerous foreign countries;\n•\nthe Company and its Affiliates possess Confidential Information and customer goodwill that provide the Company and its Affiliates with\na significant competitive advantage; and\n•\nthe Company’s and its Affiliates’ success depends to a substantial extent upon the protection of its Confidential Information (which\nincludes trade secrets and customer lists) and customer goodwill by all of their employees;\n•\nExecutive has and will continue to have possession of Confidential Information; and\nWHEREAS, if Executive were to leave the Company, the Company and its Affiliates would in all fairness need certain protections to prevent\ncompetitors from gaining an unfair competitive advantage over them.\nNOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties agree as follows:\n1. Term of Agreement. This Agreement will remain in effect from the date hereof until the date the Executive’s employment with the Company\nterminates for any reason. The following provisions shall survive termination or expiration of this Agreement for any reason, to the extent\napplicable and in accordance with their terms: Sections 4, 5, 6 and 8. Executive’s employment is “at-will”, and nothing contained herein shall\nbe deemed a guarantee of employment with Company for any period of time.\n2. Capacity and Performance.\n(a) During the term hereof, the Executive shall serve the Company in the position to which he or she is appointed from time to time.\nExecutive’s position as of the date of this Agreement is [\n]. During the term hereof, Executive will be employed by the Company on a\nfull-time basis and shall perform the duties and responsibilities of his or her\nposition and such other duties and responsibilities on behalf of the Company and its Affiliates, reasonably related to that position, as may be\ndesignated from time to time by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of SAVVIS (the\n“Board”) or other designee.\n(b) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge\nto the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities\nhereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or\nacademic position during the term of this Agreement, except as may otherwise be expressly approved in advance by the Compensation\nCommittee or other designee in writing.\n3. Compensation and Benefits. As compensation for all services performed by the Executive under and during the term hereof, and subject to\nperformance of the Executive’s duties and the fulfillment of the obligations of the Executive to the Company and its Affiliates, pursuant to this\nAgreement or otherwise:\n(a) Base Salary. During the term hereof, the Company shall pay the Executive a base salary, which as of the date of execution of this\nAgreement is set at the rate of [\nDollars ($\n) ] p
9b0498c69fe511f0e244bf7722af4037.pdf	effective_date jurisdiction party term	EX-10.35 26 c15909a1exv10w35.htm NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nEXHIBIT 10.35\nNON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nNON-COMPETITION AND NON-DISCLOSURE AGREEMENT dated as of February 24, 2004, by and among (i) BRS-HCC\nInvestment Co., Inc. (“BRS-HCC”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRSLP”), Bruckmann,\nRosser, Sherrill & Co., Inc., a Delaware corporation (“BRSC”) (“BRS-HCC”, “BRSLP” and “BRSC” collectively “BRS”), and Bruce C.\nBruckmann, individually (“BCB”), and (ii) Heritage-Crystal Clean, LLC, an Indiana limited liability company (“Company”);\nWITNESSETH:\nWHEREAS, BRS-HCC is a Unit holder and Member of the Company, BRSLP is a lender to the Company and the holder of all of the capital\nstock of BRS-HCC, BRSC is the General Partner of BRSLP and BCB is a Managing Director of BRSC and it is anticipated that BCB will serve\nas a director of the Company; and as a result thereof, BRS and BCB have or will have access to and knowledge of all business information and\nconfidential data of the Company; and\nWHEREAS, BRSLP’s right to subscribe for and receive ownership of Units in the Company is expressly conditioned upon BRS’s and BCB’s\nentering into this Non-Competition and Non-Disclosure Agreement;\nNOW, THEREFORE, in pursuant of the above and in consideration of the terms and conditions contained herein and for other good and\nvaluable considerations, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:\n(1) Consideration. BRS and BCB acknowledge that the consideration received by BRSLP under the Purchase Agreement dated February\n__ _ , 2004 (“Purchase Agreement”) between the Company and BRSLP and BRSLP’s Subscription Agreement dated as of the same date is good\nand sufficient consideration for BRS’s and BCB’s covenants, agreements and forbearances contained in this Agreement and that the Company\nwould not have allowed BRS-HCC to subscribe for Units but for BRS’s and BCB’s entering into this Agreement.\n(2) Non-Disclosure. Neither BRS nor BCB or any of BRS’s partners, shareholders, directors, employees, agent or contractors will, at any\ntime following this date, disclose to any person, firm or corporation, any confidential information concerning the Company or its assets or\nbusiness, except as may be required by governmental law or regulation or in legal proceedings to which BRS, BCB or said other parties are\nsubpoenaed to give testimony, in which event BRS and/or BCB, as the case may be, shall notify the Company promptly upon learning that BRS,\nBCB or any of said parties may be required or compelled to divulge any confidential information. However, the foregoing shall not prohibit the\ndisclosure by BRS-HCC or BRSLP to its investors; however, BRSLP shall impose upon its investors reasonable confidentiality restrictions and\nBRSLP shall be liable for any breach by its investors of such confidentiality restrictions which results in damages to the Company. For purposes\nof this Agreement, “confidential information” consists of that proprietary information subject to protection under the Uniform Trade Secrets Act\nand includes, without limitation, the Company’s customer list and\n2\nprice information for all customers and other intangible property. “Confidential information” does not include information in the public domain\nthrough no fault of BRS or BCB or reasonably discoverable without access to internal documents or information.\n(3) Non Competition. During the term of BRS-HCC’s ownership of Units and for a period of two (2) years from the date of BRS-HCC’s\ncessation of such ownership (“Restricted Period”), BRS and BCB will not, other than for the exclusive benefit of the Company, directly or\nindirectly engage in the Business (as defined below), whether as an employee, owner, member, manager, consultant, agent, partner, lender,\nservice provider or i
9d70181e77cf74279fb6712c569da104.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 11 d344046dex99d3.htm CONFIDENTIALITY LETTER AGREEMENT\nExhibit (d)(3)\nImperial Sugar Company\n8016 Highway 90-A\nSugar Land, TX 77487\nJuly 22, 2011\nLouis Dreyfus Commodities LLC\n40 Danbury Road\nP.O. Box 810\nWilton, CT 06897\nAttention: Scott Hogan\nVice President & Treasurer\nDear Mr. Hogan:\nYou have requested certain non-public information regarding Imperial Sugar Company (the “Company” or “us”) in connection with a potential\nbusiness transaction with the Company (the “Transaction”). As a condition to furnishing such information to you, the Company is requiring you to\nagree to the following provisions set forth in this Confidentiality Agreement (this “Agreement”).\n1. Certain Definitions. As used in this Agreement:\n(a) “Company Affiliate” means, with respect to the Company, any other Person that directly or indirectly controls, is controlled by, or is\nunder common control with such specified Person. The term “control,” when used with respect to any specified Person, means the power to direct or\ncause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and\nthe terms “controlling” and “controlled” have correlative meanings.\n(b) “Business Relations” means the customers, suppliers, distributors, licensees, licensors, joint venture partners, clients and other\nbusiness relations of the Company and its Affiliates.\n(c) “including” means “including, without limitation.”\n(d) “Evaluation Material” means any information or data concerning the Company or any Company Affiliates, whether in oral, visual,\nwritten, electronic or other form, that is disclosed in connection with the Transaction to you, the Louis Dreyfus Commodities Affiliates or any of\nyour or their Representatives, together with all notes, memoranda, summaries, analyses, compilations and other writings relating thereto that are\nprepared by you, the Louis Dreyfus Commodities Affiliates or any of your or their Representatives to the extent that it uses, contains, reflects or is\nderived from or that incorporates any such information or data. Notwithstanding the foregoing, “Evaluation Material” does not include information\nor data that you can demonstrate (i) was, prior to disclosure to you by the Company, Company Affiliates or its Representatives, already known to\nyou, the Louis Dreyfus\nCommodities Affiliates or your or their Representatives; (ii) is or was independently developed by you, the Louis Dreyfus Commodities Affiliates or\nyour or their Representatives without the benefit of the Evaluation Material; (iii) is or becomes available to the public, other than as a result of\ndisclosure by you, the Louis Dreyfus Commodities Affiliates or your or their Representatives in violation of this Agreement; (iv) is or becomes\navailable to you or the Louis Dreyfus Commodities Affiliates from a source other than the Company, Company Affiliates or any of its\nRepresentatives, so long as that source is not actually known to you or the Louis Dreyfus Commodities Affiliates to be subject to a confidentiality\nobligation to the Company; or (v) is provided by Company, Company Affiliates or its Representatives to you, the Louis Dreyfus Commodities\nAffiliates or your or their Representatives in connection with contracts or commercial transactions or relationships entered into in the ordinary course\nof business between the Company or any Company Affiliates, on one hand, and you or any of the Louis Dreyfus Commodities Affiliates on the other\nhand.\n(e) “LDC Affiliate” means Louis Dreyfus Commodities LLC and those Persons controlled by Louis Dreyfus Commodities LLC.\n(f) “LDC Parent Affiliate” means any of those Persons that is listed on Exhibit A.\n(g) “Louis Dreyfus Commodities Affiliate” means collectively the LDC Affiliates and the LDC Parent Affiliates.\n(h) “Person” means any natural person, business, corporation, comp
9eddc78f6cff5ce348e07fba2a374892.pdf	effective_date jurisdiction party term	EX-10.28 4 dex1028.htm MUTUAL CONFIDENTIALITY AGREEMENT\nExhibit 10.28\nMUTUAL CONFIDENTIALITY AGREEMENT\nAgreement between VITAMIN SHOPPE INDUSTURIES INC., a New York corporation having offices at 2101 91st\nStreet, North\nBergen, New Jersey 07047 (“VSI”), and RENAISSANCE BRANDS LTD. having offices at 223 Wall Street, Box 318, Huntington, NY 11743 (the\n“Company”), effective as of November , 2005.\nWHEREAS, for the purpose as stated in Section 2 below, VSI and the Company (collectively referred to as the “Parties” and\nindividually referred to as a “Party”) have determined to establish terms governing the use and protection of Confidential Information (as defined in\nSection 1 below) that one Party (“Owner”) may disclose to the other Party (“Recipient”).\nNOW, THEREFORE, intending to be legally bound hereby, the Parties agree as follows:\n1. “Confidential Information” means information that relates to the purpose stated in Section 2 below or that, although not related to\nsuch purpose, is nevertheless disclosed as a result of the Parties’ discussions in that regard, and that should reasonably have been understood by the\nRecipient, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and\nconfidential to the Owner, an Affiliate of the Owner or to a third party. Confidential Information may be disclosed in written or other tangible form\n(including on magnetic media) or by oral, visual or other means. The term “Affiliate” means any person or entity directly or indirectly controlling,\ncontrolled by, or under common control with a Party.\n2. A Recipient of Confidential Information may use the Confidential Information only for the purpose of [a possible business\nrelationship or transaction]\nand only during the period of time stated in the first sentence of Section 10.\n3. Recipient shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own\nconfidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care. Recipient may disclose\nConfidential Information received hereunder to (i) its Affiliates who agree, in advance, in writing, to be bound by this Agreement, and (ii) to its\nemployees and independent contractors, and its Affiliates’ employees and independent contractors, who have a need to know, for the purpose of this\nAgreement, and who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written\nagreement. Confidential Information shall not otherwise be disclosed to any third party without the prior written consent of the Owner.\n4. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that:\n(a) Was publicly known at the time of Owner’s communication thereof to Recipient;\n(b) Becomes publicly known through no fault of Recipient subsequent to the time of Owner’s communication thereof to Recipient;\n(c) Was in Recipient’s possession free of any obligation of confidence at the time of Owner’s communication thereof to Recipient;\n(d) Is developed by Recipient independently of and without reference to any of Owner’s Confidential Information or other information that\nOwner disclosed in confidence to any third party;\n(e) Is rightfully obtained by Recipient from third parties authorized to make such disclosure without restriction; or\n(f) Is identified in writing by Owner as no longer proprietary or confidential.\n5. In the event Recipient is required by law, regulation or court order to disclose any of Owner’s Confidential Information, Recipient will\npromptly notify Owner in writing prior to making any such disclosure in order to facilitate Owner seeking a protective order or other appropriate\nremedy from the proper authority. Recipient agrees to cooperate with Owner in seeki
9f7a97fa1d4912d6312d0a03277c24a8.pdf	effective_date jurisdiction party term	EX-99.5 6 dex995.htm CONFIDENTIALITY, NON-SOLICITATION AND PROPRIETARY INFORMATION\nAGREEMENT\nExhibit 99.5\nConfidentiality, Non-Solicitation and Proprietary Information Agreement\n(Evercore Senior Managing Director)\nThis Confidentiality, Non-Solicitation and Proprietary Information Agreement (the “Agreement”), is made on this 21st\nday of May, 2009,\nbetween Evercore Partners Inc. (the “Company”), and the employee signatory hereof (the “Employee”).\nRECITALS:\nWHEREAS, Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates\n(collectively, “Evercore”);\nWHEREAS, Employee acknowledges that he/she will be provided with access to sensitive, proprietary and confidential information of\nEvercore and will be provided with the opportunity to develop relationships with clients, prospective clients, employees and other agents of\nEvercore, which, in each case, Employee acknowledges and agrees constitute valuable assets of Evercore;\nWHEREAS, in connection with the Employee’s execution of an employment agreement with the Company dated as of the date hereof (the\n“Employment Agreement”), Employee agrees to be subject to the restrictive covenants as set forth in this Agreement, effective as of the date\nEmployee commences employment with Evercore (the “Effective Date”);\nNOW THEREFORE, for good and valuable consideration, effective as of the Effective Date, the parties agree as follows:\n1. Confidentiality.\n(a) Employee will not at any time (whether during or after Employee’s employment with Evercore), other than in the ordinary course of\nperforming services for Evercore, (x) retain or use for the benefit, purposes or account of Employee or any other person, firm, partnership, joint\nventure, association, corporation or other business organization, entity or enterprise whatsoever (“Person”); or (y) disclose, divulge, reveal,\ncommunicate, share, transfer or provide access to any Person outside Evercore (other than its professional advisers who are bound by confidentiality\nobligations), any non-public, proprietary or confidential information obtained by Employee in connection with the commencement of Employee’s\nemployment with Evercore or at any time thereafter during the course of Employee’s employment with Evercore — including without limitation\ntrade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual\nproperty, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors,\npersonnel, compensation (excluding Employee’s own compensation), recruiting, training, advertising, sales, marketing, promotions, government and\nregulatory activities and approvals — concerning the past, current or future business, activities and operations of Evercore and/or any third party that\nhas disclosed or provided any of the same to Evercore on a confidential basis (provided that with respect to such third party Employee knows\nor reasonably should have known that the third party provided it to Evercore on a confidential basis) (“Confidential Information”) without the prior\nwritten authorization of the Company’s Board of Directors or its designee; provided, however, that in any event Employee shall be permitted to\ndisclose any Confidential Information reasonably necessary (i) to perform Employee’s duties while employed with Evercore or (ii) in connection\nwith any litigation or arbitration involving this or any other agreement entered into between Employee and Evercore before, on or after the date of\nthis Agreement in connection with any action or proceeding in respect thereof; provided further, that in any event Employee shall be permitted to\ndisclose (publicly or otherwise) any Confidential Information reasonably necessary to disclose Employee’s “track record” with the Company at
a1c8a16acba29200a9bf1caeccfaac90.pdf	effective_date jurisdiction party term	EX-10 .4 5 exhibit104-confidentiality.htm CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT, DATED FEBRUARY 19, 2014\nEXHIBIT 10.4\nCONFIDENTIALITY AND\nNON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into as of February 19, 2014, by and\nbetween Calpine Corporation, a Delaware corporation with its principal executive offices at 717 Texas Avenue, Suite\n1000, Houston, Texas 77002 ("Calpine"); and LS Power Equity Advisors, LLC, a Delaware limited liability company,\nwith its principal executive offices at 1700 Broadway, 35\nth Floor, NY, NY 10019 (“LS Power”), referred to collectively\nas "Parties" and individually as "Party."\nRECITALS\nA.\nThe Parties desire to exchange certain proprietary or confidential information for the purpose of evaluating the\npotential acquisition of certain of Calpine’s power generating facilities and other assets (the “Proposed\nTransaction”); and\nB.\nThe Parties are willing to provide such information for such purpose in accordance with the terms hereof;\nNOW, THEREFORE, Calpine and LS Power do hereby mutually agree as follows:\n1. Definitions.\na.\n"Confidential Information" shall mean all confidential or proprietary written, recorded, electronic or oral\ninformation or data (including without limitation research, developmental, engineering, manufacturing,\ntechnical, marketing, sales, financial, operating, performance, cost, business and process information or\ndata, trade secrets, discoveries, ideas, designs, data, source code, object code, processes, computer\nprograms, developments, flow diagrams, know-how, and computer programming and other software and\nsoftware techniques) provided (whether such confidentiality or proprietary status is indicated orally or in\nwriting, whether or not the specific words "confidential" or "proprietary" are used) to a Party (the\n“Receiving Party”) by the other Party (the “Disclosing Party”) in the course of the exchange of such\ninformation or data between the Parties. Without limiting the aforesaid, the existence of discussions\nbetween the Parties regarding the Proposed Transaction shall constitute Confidential Information\nhereunder.\nb.\n“Person” shall be broadly interpreted to include, without limitation, any corporation, company,\npartnership, other entity or individual.\nc.\n“Representatives” shall mean as to any Person, its directors, officers, employees, agents and advisors\n(including, without limitation, financial advisors, attorneys and accountants).\n2.\nConfidentiality and Non-Use. In consideration of each Party's providing Confidential Information, the Parties\nagree as follows:\n1\na.\nThe Receiving Party shall hold confidential and not disclose to any Person, without the prior written\nconsent of the Disclosing Party, all Confidential Information and any information about the Proposed\nTransaction, or the terms or conditions or any other facts relating thereto, including, without limitation,\nthe fact that discussions are taking place with respect thereto or the status thereof, or the fact that\nConfidential Information has been made available to the Receiving Party or its Representatives; provided,\nhowever, that the Receiving Party may disclose such Confidential Information to its Representatives who\nare actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need\nto know the Confidential Information for the purpose of evaluating the Proposed Transaction;\nb.\nThe Receiving Party shall cause all its Representatives to observe the terms of this Agreement and shall\nbe responsible for any breach of the terms of this Agreement by it or its Representatives; and\nc.\nThe Receiving Party shall return or destroy all Confidential Information (including all copies thereof)\nwithin thirty (30) days of receipt of a written request.\nIn addition to the foregoing, the Receiving Party will not use the Confidential Information (a) in any way\ndetriment
a373847e741d0b4db97466b8964a66ae.pdf	effective_date jurisdiction party term	EX-10.1 2 d634197dex101.htm EX-10.1\nExhibit 10.1\nLOGO\nDavid N. Farr\nChairman and\nChief Executive Officer\nEmerson\n8000 West Florissant Avenue.\nP.O . Box 4100\nSt. Louis, MO 63136-8506\nUSA\nEdward L. Monser\n8000 West Florissant Ave.\nSt. Louis, MO 63136\nDear Ed:\nOn behalf of the entire Emerson organization, I want to congratulate you on your 37+ years of dedicated service, insights and passion to create a better\nEmerson. Thank you for your significant contributions to the tremendous success of Emerson. Your accomplishments and support of me, the Board of\nDirectors and Emerson shareholders have been extraordinary and very much appreciated. This Letter Agreement (“Agreement”) sets out the terms of\nyour retirement, including your resignation as an employee and officer of Emerson Electric Co. Throughout this Agreement, the term “Emerson” means\nEmerson Electric Co. together with any and all other entities owned directly or indirectly, in whole or in part, by Emerson Electric Co. Your retirement\nand the terms of this Agreement are effective as of October 1, 2018 (“Retirement Date”).\nIn consideration of good and valuable consideration provided to you pursuant to this Agreement, you agree as follows:\n1. NON-DISCLOSURE AGREEMENT\nYou agree that during your employment you have received and had access to Emerson’s trade secrets and confidential and proprietary information\n(“Confidential Information”), which includes or concerns, but is not limited to, attorney/client communications, global strategic communications,\ninformation pertaining to strategic planning or other strategy, mergers and acquisitions, corporate technology, intellectual property, customers, pricing,\nbusiness methods and operations, business policies, procedures, practices and techniques, legal opinions and legal matters, research or development\nprojects or results, sales, finances, products, suppliers, personnel performance and compensation, plans for future development, marketing practices,\nmarket participation, market studies, and financial forecasts and budgeting. You agree that disclosure of such Confidential Information would be\ndetrimental to Emerson and agree that at no time following termination of your employment with Emerson will you directly or indirectly disclose or\ncause the disclosure of any Confidential Information to any person, firm, corporation, or entity, no matter what the purpose. You further agree that you\nwill not directly or indirectly disclose the terms of this Agreement to any person except as authorized specifically herein.\nThe non-disclosure obligations set forth above shall not apply to the extent it is necessary for you to: report income to taxing authorities; communicate\nwith your attorneys or agents to obtain legal and/or financial planning advice after any such attorneys or agents bind themselves in writing to the same\nnon-disclosure obligations as set forth above; or, to respond to any lawfully issued subpoena or order of a court of competent jurisdiction or legitimate\ndiscovery request pursuant to state or federal rules of civil procedure. If any such subpoena, order of court or discovery request is received, you agree to\nsend to Emerson’s General Counsel no later than two days after receipt via email to sara.bosco@emerson.com or via hand-delivery.\nYou agree also to deliver to the office of Emerson’s General Counsel within a three day period following the Retirement Date all such Confidential\nInformation, any other property of Emerson, and all copies thereof in your possession or control, whether in handwritten, typed, printed, graphic or\nelectronic form (whether stored on Emerson-owned or personally owned or used devices, including but not limited to personal computers, tablets, smart\nphones, memory sticks, thumb drives, or on-site or off-site storage locations). If after such three-day period you determine that you have any\nConfidential Information or other property of Emerson in your possession 
a3ba9b969b390ce8ec0f62dde48f5a1f.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 3 dex99e2.htm AMENDED & RESTATED CONFIDENTIALITY AGREEMENT\nEXHIBIT (e)(2)\nAMENDED AND RESTATED\nCONFIDENTIALITY AGREEMENT\nThis Amended and Restated Confidentiality Agreement (this “Agreement”) dated May 22, 2007 (the “Effective Date”), is entered into by and\namong QIAGEN N.V. a corporation formed under the laws of The Netherlands (“QIAGEN”), with offices at Spoorstraat 50, 5911 KJ Venlo, The\nNetherlands, and Digene Corporation, a Delaware corporation (“Digene”), with offices at 1201 Clopper Road, Gaithersburg, MD 20878, and amends\nand restates that certain Confidentiality Agreement entered into by and among QIAGEN and Digene on May 7, 2007.\nQIAGEN, on behalf of itself and its subsidiaries, and Digene, on behalf of itself and its subsidiaries (the “Parties”) intend to explore a possible\nnegotiated transaction, and in connection therewith each Party expects to make available certain financial, operating and business information about\nitself to the other Party. In this Agreement, the Party disclosing Evaluation Material (as defined below) is referred to as the “Disclosing Party” and\nthe Party receiving Evaluation Material is referred to as the “Recipient.” As a condition to the Disclosing Party furnishing such information to the\nRecipient and subsidiaries and their respective directors, officers, employees, agents or advisors (including, without limitation, affiliates, attorneys,\naccountants, consultants, bankers and financial advisors) (collectively, “Representatives”), the Recipient agrees to treat all Evaluation Material in\naccordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth.\nThe term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Disclosing Party or the business, products and\nservices, technologies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the\nDisclosing Party (whether prepared by the Disclosing Party, its advisors or otherwise), which is delivered, disclosed or furnished by or on behalf of\nthe Disclosing Party to the Recipient or its Representatives for purposes of the Recipient considering the possible transaction the subject of this\nAgreement, before, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished or which the Recipient or its\nRepresentatives otherwise learn or obtain, through observation or through analysis of such information, and shall also be deemed to include all notes,\nanalyses, compilations, studies, forecasts, projects, interpretations or other documents prepared by the Recipient or its Representatives which\ncontain, reflect or are based upon, in whole or in part, any such information. The term “documents” shall include, without limitation, any writing,\nletter, memorandum (internal or otherwise), telex, cable, facsimile, tape, disk drive, diskette, CD-ROM, e-mail transmission or other recording or\nmemoralization, chart, graph, blueprint, picture or financial statements or data. The term Evaluation Material does not include information which the\nRecipient can demonstrate (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its\nRepresentatives in breach of the terms hereof, (ii) was within the Recipient’s possession prior to its being furnished to the Recipient by or on behalf\nof the Disclosing Party pursuant hereto; provided that the source of such information was not known by the Recipient to be bound by a\nconfidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with\nrespect to such information, or (iii) becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party or\nany of its Representatives; provided th
a527509f8b744d57fc406679ab2287e0.pdf	effective_date jurisdiction party term	EX-10.8 12 d638429dex108.htm EX-10.8\nExhibit 10.8\nNON-DISCLOSURE, NON-SOLICITATION AND COVENANT NOT TO COMPETE\nAGREEMENT\nTHIS NON-DISCLOSURE, NON-SOLICITATION AND COVENANT NOT TO COMPETE AGREEMENT (“Agreement”) is\nentered into on the 24th day of June, 2010, by and between AGS LLC, a Delaware Corporation (“Company”), and Bob Miodunski\n(“Employee”).\nIn consideration of the Company employing. Employee and the compensation to be paid to Employee during the course of his/her\nemployment, Employee hereby agrees as follows:\n1. Effective Date-Affiliates.\n(a) This Agreement shall be effective as of the first day of employment with the Company.\n(b) All references to Affiliates shall include American Gaming Systems, AGS Partners LLC, AGS Capital, LLC, AGS\nHoldings, LLC, GTNA Solutions, Corporation or any other entity acquired or organized by the Company during the course of the Employee’s\nemployment with the Company.\n2. Non-Disclosure, Non-Solicitation and Covenant Not to Compete.\n(a) Non-Disclosure. Employee understands and acknowledges that Confidential Information (as defined herein), constitutes a\nvaluable asset of Company and its Affiliates, and may not be converted to Employee’s own use. During the course of employment and thereafter,\nEmployee shall hold in a fiduciary capacity for the benefit of Company all secret or confidential information, knowledge or data relating to\nCompany or its Affiliates, and their respective businesses, that shall not be public knowledge (other than information which becomes public as a\nresult of acts of Employee or his representatives in violation of this Agreement), including, without limitation, its products, programs, projects,\npromotions, marketing, business plans or practices, business operations, employees, research and development, intellectual property,\ncustomer/client information, matters subject to litigation, and technology or financial information of Company or its Affiliates (collectively\nreferred to as “Confidential Information”), without the prior written consent of Company. In the event Employee is required by law or court order\nto disclose any Confidential Information, Employee shall promptly notify Company of such requirement and provide Company with a copy of\nany court order or of any law that requires such disclosure and, if Company so elects, to the extent permitted by law, provide Company an\nadequate opportunity, at its own expense, to contest such law or court order, prior to any such required disclosure by Employee.\n-1-\n(b) Non-Solicitation—Employees. During the course of employment and for a two (2) year period thereafter, Employee shall\nnot, for himself or any third party, alone or as a member of a partnership or limited liability company, or as an officer, director, shareholder or\notherwise, directly or indirectly, solicit or contact any employee of Company or any Affiliate of Company, with a view to inducing or\nencouraging such employee to leave the employ of Company or its Affiliates, for the purpose of being employed at a company employing\nEmployee, a employer affiliated with Company or any competitor of Company or any affiliate thereof.\n(c) Covenant Not to Compete. As a material inducement for Company to enter into this Agreement, during the course of\nemployment and during a one (1) year period thereafter, Employee shall not directly or indirectly engage or participate in any way in nor accept\nany such position or affiliation with, nor render any such services on behalf of, any Competing Business, notwithstanding the job title given to\nEmployee by any Competing Business. For purposes of this Agreement a Competing Business shall mean any person or business engaged in the\nmanufacturing and/or distribution of Class II and/or Class III electronic gaming devices and/or casino back office systems. During this period\nEmployee shall not, on behalf of Employee or on behalf of any other individual, association or entity, call on any of the cli
a61addc59a183d020f9639e422ddedd3.pdf	effective_date jurisdiction party term	EX-99.E .3 3 d364852dex99e3.htm NON-DISCLOSURE AGREEMENT\nExhibit (e)(3)\nNON-DISCLOSURE AGREEMENT\nThis is a Non-Disclosure Agreement (this “Agreement”), effective as of the date stated below (the “Effective Date”), between SRI/Surgical\nExpress, Inc., a Florida corporation (the “Company”), and the undersigned (the “Counterparty”).\nBackground\nThe Parties are considering a potential business transaction (the “Opportunity”), and are entering into this Agreement so that the Company can\nshare confidential information pertinent to the Opportunity with confidence that the Counterparty will use such confidential information only to\nevaluate the Opportunity and will not disclose that confidential information, except in accordance with the terms of this Agreement. The\nCounterparty and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”\nOperative Terms\nThe Parties agree as follows:\n1. These terms have the following definitions in this Agreement:\n“Confidential Information” means all information concerning or related to the business, operations, results of operations, assets and affairs of\nthe Company, including, but not limited to, financial and accounting information, budgets, projections, forecasts, business plans, operating methods,\nbusiness strategies, product and service information, product plans, product specifications, product designs, processes, plans, drawings, concepts,\nresearch and development data and materials, systems, techniques, trade secrets, intellectual property, software programs and works of authorship,\nknow-how, marketing and distribution plans, planning data, marketing strategies, price lists, market studies, employee lists, supplier lists, customer\nand prospect lists, and supplier and other customer information and data that the Company or its Representatives discloses (or has, prior to the date\nof this Agreement, disclosed) to the Counterparty or its Representatives in connection with the Opportunity, however documented or disclosed\n(whether or not such information is marked as confidential), together with any copies, extracts, analyses, compilations, studies or other documents\nprepared or received by the Counterparty or its Representatives, which contain or otherwise reflect such information or the Counterparty’s review of,\nor interest in, the Opportunity or the Company. Confidential Information also includes the fact that the Confidential Information exists and has been\nmade available to the Counterparty, the fact that the Parties are considering the Opportunity, the potential terms of the Opportunity, and the fact that\ndiscussions are taking place concerning the Opportunity.\n“Opportunity” has the meaning set forth in the Background.\n“Representatives” means the officers, directors, employees, partners, members, managers, agents, advisors, subsidiaries, affiliates or\nrepresentatives of a Party.\n2. The Counterparty agrees to use the Confidential Information provided by the Company solely for the purpose of evaluating the Opportunity,\nand for no other purpose, and further agrees to keep confidential and not disclose to any third party any Confidential Information. Notwithstanding\nthe foregoing, the Counterparty may disclose such Confidential Information solely to those of its Representatives who (a) require such material for\nthe purpose of evaluating the Opportunity on behalf of the Counterparty, and (b) are informed by the Counterparty of the confidential nature of the\nConfidential Information and the obligations of this Agreement and agree to abide by the terms hereof as if they were the Counterparty hereunder.\nThe Counterparty shall take all actions necessary to cause its Representatives and affiliates who receive Confidential Information to comply with the\nterms of this Agreement as if they were the Counterparty hereunder. The Counterparty shall be responsible for any disclosure of Confidential\nInformation by
a7218ec1b4c89421a3ce2ecd4ee5765e.pdf	effective_date jurisdiction party term	EX-10.38 10 dex1038.htm NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT &\nCONFIDENTIALITY AGREEMENT\nExhibit 10.38\nRETENTION PAYMENT, NON-COMPETITION, NON-SOLICITATION,\nNON-DISPARAGEMENT, AND CONFIDENTIALITY AGREEMENT\nPhillip J. Gaines:\nYRC Worldwide, Inc., a Delaware corporation (“YRCW”), has determined that you are important to the operation of the business of YRCW\nand its affiliates As such, YRCW desires to provide you with an incentive to remain employed with YRCW through and after July 1, 2010 (the\n“Vesting Date”). Accordingly, YRCW is pleased to offer you the opportunity to receive the Retention Payment (defined below) described in this\nRetention Payment, Non-Competition, Non-Solicitation, Non-Disparagement, and Confidentiality Agreement (this “Agreement”), subject to the\nterms and conditions set forth below.\nIn addition, in the course of your work, you will, or have, become aware of information of a confidential nature pertaining to the business of\nYRCW. YRCW maintains policies and procedures with respect to the use and the dissemination of confidential information. Your employment\ncreates a relationship of confidence and trust between you and YRCW with respect to any information applicable to the business of YRCW which\nmay be, or has been, made known to you by YRCW or learned by you in the course of your work. You understand that you have an obligation to\npreserve the confidentiality of such information and use it only for the purpose for which it was obtained.\nIn consideration for the Retention Payment and confidential information, the receipt and adequacy of which are hereby acknowledged, you\nunderstand and agree that your undertakings set forth below are material and essential terms to YRCW, and accordingly you expressly agree that:\n1. Retention Payment. Subject to the terms and restrictions set forth in this paragraph, YRCW will pay you a retention payment in an amount\nequal to one times your base salary $340,000 as of the date of this Agreement (the “Retention Payment”); provided, you are still employed by\nYRCW on the Vesting Date. Unless otherwise provided within this Agreement, the Retention Payment will vest and become payable, less\napplicable tax withholding or other deductions, on the Vesting Date. If your employment with YRCW ends as a result of your resignation for\nany reason or your termination by YRCW with Cause before the Vesting Date, the Retention Payment will not vest and you will not be paid\nthe Retention Payment. If your employment is terminated by YRCW without Cause before the Vesting Date, the Retention Payment will vest\nand will be paid to you, less applicable tax withholding or other deductions, six months following your termination by YRCW without Cause;\nprovided, you have not breached any applicable provision of this Agreement, in which case the Retention Payment will not vest and YRCW\nwill withhold payment of the Retention Payment as damages for any such breach. For purposes of this Agreement, “Cause” shall mean any of\nthe following: (i) your conviction of a felony involving acts of dishonesty, fraud, or moral turpitude; (ii) your willful or repeated failure to\nperform your duties following 30 days notice of such failure and your failure to cure within such 30 days; (iii) willful misconduct material to\nyour employment; (iv) material breach of YRCW policies or rules of which you have been made aware following 30 days notice of such\nbreach and your failure to cure within such 30 days; (v) your material and demonstrable dishonesty related to your employment; or (vi) gross\nnegligence in the performance of your job duties. For purposes of the Agreement, your employment with YRCW will not be considered\nterminated without Cause unless the termination without Cause meets the requirements of a “separation from service” as defined in\nSection 409A.\n1\n2. Non-Competition. You acknowledge that the agreements and covenants contained in this Section 2 of this Agree
a7f87c6d89e0c31214231c0f89a10476.pdf	effective_date jurisdiction party term	EX-10 .21 4 nke-5312014xexhibit1021.htm COVENANT NOT TO COMPETE AND NON-DISCLOSURE AGMT\nCOVENANT NOT TO COMPETE\nAND NON-DISCLOSURE AGREEMENT\nPARTIES:\nJeanne Jackson ("EMPLOYEE")\nand\nNIKE, Inc., and its parent, divisions,\nsubsidiaries, affiliates, successors and assigns. ("NIKE"):\nRECITALS:\nA. This Covenant Not to Compete and Non-Disclosure Agreement is executed upon initial employment with NIKE and is a condition\nof such employment. Employee acknowledges that he/she was informed in a written job offer at least two weeks before starting work that this\nCovenant Not to Compete and Non-Disclosure Agreement is required and is a condition of employment.\nB. Over the course of EMPLOYEE's employment with NIKE, EMPLOYEE will be or has been exposed to and/or is in a position to\ndevelop confidential information peculiar to NIKE’s business and not generally known to the public as defined below (“Protected Information”).\nIt is anticipated that EMPLOYEE will continue to be exposed to Protected Information of greater sensitivity as EMPLOYEE advances in the\ncompany and this Agreement will remain in effect in the event EMPLOYEE advances and until EMPLOYEE leaves the company or it is\nsuperseded by a new written agreement executed by the parties.\nC. The nature of NIKE's business is highly competitive and disclosure of any Protected Information would result in severe damage to\nNIKE and be difficult to measure.\nD. NIKE makes use of its Protected Information throughout the world. Protected Information of NIKE can be used to NIKE's\ndetriment anywhere in the world.\nAGREEMENT:\nIn consideration of the foregoing, and the terms and conditions set forth below, the parties agree as follows:\n1. Covenant Not to Compete.\n(a) Competition Restriction. During EMPLOYEE’s employment by NIKE, under the terms of any employment contract or\notherwise, and for 1 year thereafter, (the “Restriction Period”), EMPLOYEE will not directly or indirectly, own, manage, control, or participate\nin the ownership, management or control of, or be employed by, consult for, or be connected in any manner with, any business engaged\nanywhere in the world in the athletic footwear, athletic apparel or sports equipment, sports electronics/technology and sports accessories\nbusiness, or any other business which directly competes with NIKE or any of its parent, subsidiaries or affiliated corporations (a “Competitor”).\nThis provision is subject to NIKE's option to waive all or any portion of the Restriction Period as more specifically provided below.\n(b) Extension of Time. In the event EMPLOYEE breaches this covenant not to compete, the Restriction Period shall\nautomatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement,\njudicial or other action, including all appeals. The Restriction Period shall continue upon the effective date of any such settlement, judicial or\nother resolution. NIKE shall not be obligated to pay EMPLOYEE the additional compensation described in paragraph 1(d) below during any\nperiod of time in which this Agreement is tolled due to EMPLOYEE’s breach. In the event EMPLOYEE receives such additional compensation\nafter any such breach, EMPLOYEE must immediately reimburse NIKE in the amount of all such compensation upon the receipt of a written\nrequest by NIKE.\n(c) Waiver of Non-Compete. NIKE has the option, in its sole discretion, to elect to waive all or a portion of the Restriction\nPeriod or to limit the definition of Competitor, by giving EMPLOYEE seven (7) days prior notice of such election. In the event all or a portion of\nthe Restriction Period is waived or the definition of Competitor is limited, NIKE shall not be obligated to pay EMPLOYEE for any period of\ntime as to which the covenant not to compete has been waived.\n(d) Additional Consideration. As additional consideration for the covenant not to compete described above, should NIKE\nterminate EMP
a87ebed40675b7ed9c2d4a0721abbefb.pdf	effective_date jurisdiction party term	EX-10 .34 15 iex-20171231xex1034.htm EXHIBIT 10.34\nEX-10.34\nCONFIDENTIAL INFORMATION, WORK PRODUCT\nAND RESTRICTIVE COVENANT AGREEMENT\nTHE UNDERSIGNED (“Employee”) has been offered employment with IDEX Corporation or one of its Groups, Divisions or\nBusiness Units (IDEX Corporation and its former, current and future Groups, Divisions and Business Units are referred to as\n“IDEX”; any entity that is part of IDEX and at some point employs Employee is referred to as an “IDEX Entity”; and the particular\nIDEX Entity that employs Employee as of the date of this Agreement is referred to as “Employer”) and desires to become an\nemployee of Employer or IDEX Entity.\nWHEREAS, it is a condition of employment that Employee enter into this Confidential Information, Work Product and Restrictive\nCovenant Agreement (the “Agreement”); and\nWHEREAS, Employee acknowledges that Employee received prior notice that Employee’s execution of this Agreement is a\nrequired condition of Employee’s at-will employment with Employer or other IDEX Entity.\nIN CONSIDERATION OF employment by Employer, access to and use of Confidential Information and Trade Secrets (both as\ndefined below), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,\nEmployee agrees as follows:\n1.\nScope of Agreement.\nThis Agreement shall apply in connection with all of Employee’s activities on behalf of or with respect to Employer and/or any\nIDEX Entity.\nThis Agreement shall continue to apply and remain in full force and effect if Employee is transferred to or otherwise becomes an\nemployee of an IDEX Entity other than Employee’s initial Employer. If Employee is transferred to or otherwise becomes an\nemployee of an IDEX Entity other than Employee’s initial Employer, such other entity shall thereafter be deemed to be Employer\nfor all purposes of this Agreement.\nEmployer and each IDEX Entity and their respective successors and assigns shall be beneficiaries of this Agreement and shall be\nentitled to enforce this Agreement against Employee. In the event that Employee’s employment moves from Employer to any IDEX\nEntity, where allowed by applicable law, this Agreement shall be deemed automatically assigned to the new IDEX Entity. The\nparties otherwise agree that Employer and each IDEX Entity may assign this Agreement without notice to, or consent from,\nEmployee.\n2.\nDefinitions.\n“Confidential Information” means (a) competitively sensitive information, (b) of importance to IDEX, and (c) that becomes\nknown to you through your employment with IDEX. Confidential Information includes, but is not limited to, information about\nIDEX’s operations, services, and research and development of IDEX’s operations or services; names and other listings of current or\nprospective customers, vendors, suppliers, and referral sources; proposals to or the terms of any arrangements or agreements with\nany current or prospective customers, vendors, and suppliers, including payment and pricing information; the implementation of\ncustomer-specific projects; the composition or description of future services that will or may be offered by IDEX; marketing\nstrategies; financial and sales information; and technical expertise and know-how developed by IDEX, including the unique manner\nin which IDEX conducts its business. Confidential Information also includes information disclosed to IDEX by any third party\n(including but not limited to current or prospective customers) that IDEX is required to treat as confidential. Confidential\nInformation does not include information readily available to the public, so long as it was not made public by you or anyone\nworking on your behalf. It is not necessary that information, data, or materials be a trade secret in order for such information, data,\nor materials to be Confidential Information.\n“Creative Works” means and includes all works of authorship and other creative works of an
ad8867327f8202a3e4175eb9bf93970b.pdf	effective_date jurisdiction party term	EX-10 .2 3 ex10-2 .htm CONFIDENTIALITY AGREEMENT\nExhibit 10.2\nCONFIDENTIALITY AGREEMENT\nAvon Products, Inc.\nBuilding 6, Chiswick Park\nLondon W4 5HR\nUnited Kingdom\nMarch 26, 2018\nTo: Each of the persons listed on Schedule A hereto (“Barington” or “you”)\nLadies and Gentlemen:\nThis letter agreement shall become effective upon the appointment of the Designee to the Board of Directors (the “Board”) of\nAvon Products, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the\nNomination Agreement (the “Nomination Agreement”), dated as of March 26, 2018, among the Company, the Designee and the other parties\nthereto. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, including but not\nlimited to paragraph 2, the Designee may, if and to the extent he desires to do so, disclose information he obtains while serving as a member of\nthe Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to\nthe terms and conditions of this letter agreement. As a result, you and your Representatives may receive certain non-public information regarding\nthe Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information\nthe disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject\nto the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Representatives”), you agree to treat any and all\ninformation concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or your Representatives\n(regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise)\nby the Designee, or by or on behalf of the Company, together with any notes, analyses, reports, models, compilations, studies, interpretations,\ndocuments, records or extracts thereof containing, referring, relating to, based upon or derived from such information, in whole or in part\n(collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other\nactions hereinafter set forth.\n1. The term “Evaluation Material” does not include information that (a) is or has become generally available to the public other than\nas a result of a direct or indirect disclosure by you or your Representatives in violation of this letter agreement or any obligation of\nconfidentiality, (b) was within your or any of your Representatives’ possession on a non-confidential basis prior to its being furnished to you by\nthe Designee, or by or on behalf of the Company or its agents, representatives, attorneys, advisors, directors, officers or employees (collectively,\nthe “Company Representatives”), (c) is received from a source other than the Designee, the Company or any of the Company Representatives or\n(d) was independently developed by you or one of your Representatives without use of or reference to any Evaluation Material; provided, that in\nthe case of clause (c) above, the source of such information was not believed by you, after reasonable inquiry of the disclosing person, to be\nbound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other\nperson with respect to such information at the time the information was disclosed to you.\n1\n2. You and your Representatives will, and you will direct your Representatives to, (a) keep the Evaluation Material strictly\nconfidential and (b) not disclose any of the Evaluation Material in any manner whatsoever without the prior written consent of the Company;\nprovided, however
b2260589869814f02769a4c307593043.pdf	effective_date jurisdiction party term	EX-99.(E)(4) 4 dex99e4.htm CONFIDENTIALITY AGREEMENT\nExhibit (e)(4)\nLOGO\nMatthew M. Bennett\nExecutive Vice President,\nGeneral Counsel and Business Development\nApril 19, 2007\nCardinal Health, Inc.\n7000 Cardinal Place\nDublin, OH 43017\nAttn: JV Wulf\nRe: Confidentiality Agreement (this “Agreement”)\nLadies and Gentlemen:\nIn connection with your consideration of a possible acquisition (the “Transaction”) of VIASYS Healthcare Inc. (the “Company”), you have\nrequested the right to review certain non-public information regarding the Company. In consideration of, and as a condition to, furnishing you with\nsuch information and any other information (whether in oral or written form, electronically stored or otherwise) delivered to you by us or any of our\naffiliates, directors, officers, employees, advisors, agents, representatives or “controlling persons” (within the meaning of the Securities Exchange\nAct of 1934, as amended (the “1934 Act”)) (such persons for either you or the Company being herein referred to collectively as “Representatives”)\nin connection with your consideration of a Transaction (such information being herein referred to as “Evaluation Material”), the Company hereby\nrequests your agreement as follows:\n1. You and your Representatives (i) will use the Evaluation Material solely for the purpose of evaluating and, if applicable, negotiating a\npossible Transaction with the Company involving you or your affiliates (the “Permitted Purpose”) and (ii) will keep the Evaluation\nMaterial strictly confidential and will not (except as requested pursuant to, or required by applicable law, regulation or legal process,\nincluding without limitation the rules and regulations of the New York Stock Exchange (the “NYSE Rules”), and only after compliance\nwith paragraph 3 below), without the Company’s prior written consent, disclose any information in the Evaluation Material, except that\nthe Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information for\nthe Permitted Purpose (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature\nof the Evaluation Material and shall be instructed to comply with the terms of this Agreement). You agree to be responsible for any\nbreach of this Agreement by your Representatives.\n2. The term “Evaluation Material” does not include any information which (i) at the time of disclosure or thereafter is generally known by\nthe public (other than as a result of its disclosure by you or your Representatives in violation of this Agreement) or (ii) was or becomes\navailable to you on a non-confidential basis from a person who, to your knowledge after reasonable inquiry, is not otherwise\nbound by a confidentiality agreement with the Company or its Representatives or otherwise prohibited from transmitting the information\nto you or (iii) was or is developed or discovered by you or your Representatives without reference to the Evaluation Material. Evaluation\nMaterial includes both information previously provided to you and information provided to you in the future. As used in this Agreement,\nthe term “person” shall be broadly interpreted to include, without limitation, any corporation, company, joint venture, partnership or\nindividual.\n3. In the event that you receive a request or are required to disclose all or any part of the information contained in the Evaluation Material\npursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local\ngovernmental or regulatory body or pursuant to a civil investigative demand or similar judicial process or pursuant to the NYSE Rules,\nyou agree (to the extent permitted by law and the NYSE Rules) to (i) immediately notify the Company of the existence, terms and\ncircumstances surrounding such a request or requirement, (ii) consult w
b3c1b4c6515acb64700d4ad2b43109f0.pdf	effective_date jurisdiction party term	EX-10 .1 2 tisi-06202016xex101.htm EXHIBIT 10.1\nExhibit 10.1\nNON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENT\nThis Non-Disclosure, Non-Competition and Non-Solicitation Agreement (the “Agreement”) is made between Philip J.\nHawk (“Mr. Hawk”) and Team Industrial Services, Inc., Team, Inc., and their affiliated entities (collectively the “Company”),\neffective as of August 8, 2016 (the “Effective Date”) for sufficient consideration as agreed to by the Parties. Mr. Hawk and the\nCompany may be referenced individually as “Party” or collectively as the “Parties.” This Agreement is in conjunction with Mr.\nHawk’s service on Team, Inc.’s Board of Directors (“Board”) and his transition to a non-employee member of the Board.\nSection 1.\nAccelerated Vesting of Restricted Stock Units. The Company will, as soon as administratively feasible\nafter the effective date of this Agreement, accelerate the vesting of certain of Mr. Hawk’s unvested restricted stock units, remove\nMr. Hawk’s continued employment as a condition for vesting under the long-term performance stock units, clarify the termination\ndate for exercising options under the 2007 non-qualified stock option award agreement and deliver the underlying shares as set forth\non Exhibit “A” to this Agreement (the “Accelerated Vesting”). Mr. Hawk acknowledges that this Accelerated Vesting is not due to\nMr. Hawk under any agreement or obligation of the Company and is provided solely in exchange for Mr. Hawk’s promises made in\nthis Agreement.\nSection 2.\nNon-Disclosure of Company’s Confidential Information. In connection with Mr. Hawk’s service on the\nBoard, and in exchange for Mr. Hawk’s promises made in this Agreement, the Company will provide Mr. Hawk with access to its\nConfidential Information and Company Relationships, which Mr. Hawk acknowledges to be valuable and critical to maintaining the\nCompany’s competitive advantage. Mr. Hawk acknowledges that “Confidential Information” includes, all information used by the\nCompany in its business and not known to the public, in spoken, printed, electronic or any other form or medium, relating directly\nor indirectly to: business opportunities and strategies, growth plans, potential mergers and acquisitions, information about third\nparties, training, and any issues or information coming before Board review or discussion, or any information designated or treated\nas confidential during Mr. Hawk’s service on the Board. The Company also shall provide Mr. Hawk with access to, information\nabout, and the unique opportunity to develop business relationships with, the Company’s customers, clients, vendors, business\npartners, potential acquisition targets, consultants, and other persons or entities with whom the Company has developed a business\nrelationship and goodwill (collectively, “Company Relationships”). Mr. Hawk agrees that he will not, during his service on the\nBoard, or at any time thereafter, make any disclosure or use of any Confidential Information, except as may be reasonably necessary\nin performing his duties for the benefit of the Company or as part of a good faith report or related disclosures to any governmental\nagency or entity regarding potential violations of applicable federal, state or local law or to take other actions protected as\nwhistleblower activity under applicable law. Mr. Hawk shall return or destroy (and provide written confirmation of the date and\ncontent and manner of the information destroyed), all Confidential Information to the Company upon request or upon the\ntermination of his Board service. The term “Confidential Information” does not include any information that (a) is or becomes,\navailable to Mr. Hawk on a non-confidential basis from a source other than the Company or its advisors or employees or others with\nan obligation to keep it confidential, or (b) is developed or derived by Mr. Hawk without the aid, application or use 
b7783ba532f983dcda31187c61fd024f.pdf	effective_date jurisdiction party term	EX-10.2 3 dex102.htm CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE\nExhibit 10.2\nCONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE\nThis Confidential Settlement Agreement and Mutual General Release (“Agreement”), dated this 31st day of May, 2007, is made and entered\ninto by and between PLAINTIFF/COUNTER-DEFENDANT ALLENDALE PHARMACEUTICALS, INC. (“Allendale”), THIRD-PARTY\nDEFENDANT TODAY’S WOMENCARE COMPANY, and DEFENDANT/COUNTER-CLAIMANT RADIANT TECHNOLOGIES, INC.\n(“Radiant”).\nI. DEFINITIONS\nThe following terms as used in this Agreement shall be defined as set forth below:\n1. All references to “Allendale” shall refer to Plaintiff/Counter-Defendant Allendale Pharmaceuticals, Inc., its predecessors, successors,\nparents, subsidiaries, affiliated entities, assigns, divisions, directors, officers, shareholders, agents, employees, attorneys and representatives\nincluding, but not limited to, Today’s WomenCare Company and Synova Healthcare Group, Inc. (“Synova”).\n2. All references to “Radiant” shall refer to Defendant/Counter-Claimant Radiant Technologies, Inc., its predecessors, successors, parents,\nsubsidiaries, affiliated entities, assigns, divisions, directors, officers, shareholders, agents, employees, attorneys and representatives including, but\nnot limited to, Pathfinder Management, Inc.\n3. All references to “Party” or “Parties” shall refer to “Allendale” and “Radiant” as defined above.\nPage 1\n4. All references to the “Lawsuit” shall refer to the matter captioned Allendale Pharmaceuticals, Inc. v. Radiant Technologies, Inc., et al.,\nbearing Docket No. 06 CV 3465, filed in the United States District Court for the Southern District of New York.\nII. RECITALS\nWHEREAS Allendale and Radiant entered into an agreement dated March 9, 2004 entitled, “Exclusive Distribution and Services Agreement”\n(the “Distribution Agreement”); and\nWHEREAS Allendale and Radiant entered into an agreement dated March 9, 2004 entitled, “Loan and Credit Agreement” (the “Loan and\nCredit Agreement”); and\nWHEREAS Allendale and Radiant entered into an agreement dated March 9, 2004 entitled, “Common Stock Purchase Agreement” (“Stock\nPurchase Agreement”); and\nWHEREAS Allendale filed the Lawsuit against Radiant on May 5, 2006 asserting a breach of contract claim (Count I), a breach of the\nCovenant of Good Faith and Fair Dealing claim (Count II), and a claim for Declaratory Judgment (Count III); and\nWHEREAS Radiant filed an Answer, Counterclaim, and Third-Party Complaint to the Lawsuit on July 24, 2006 asserting in its Counterclaim\na breach of contract claim (Count I), a claim for Declaratory Judgment (Count II), and a claim for breach of the Loan and Credit Agreement (Count\nIII); and\nWHEREAS Allendale filed an Answer to Radiant’s Counterclaim and Third-Party Complaint on August 14, 2006; and\nWHEREAS on January 12, 2007, Synova acquired Allendale by merger; and\nWHEREAS the Parties have agreed to amicably resolve all their differences arising from and related to the Lawsuit.\nPage 2\nNOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, and in\nconsideration of the foregoing recitals and of the mutual covenants and agreements contained herein, and intending to be legally bound, the Parties\ndo hereby covenant and agree as follows:\nIII. AGREEMENT TERMS\nA. Payment of Settlement Amount, Transfer of Stock and Assignment/Conveyance of Accounts Receivable\n1. Subject to the other conditions and limitations contained herein, Synova, on behalf of Allendale, shall cause to be transferred to Radiant one\nmillion (1,000,000) shares of Synova common stock, which transfer of stock shall occur within ten (10) business days of the execution of this\nAgreement. The parties acknowledge that Radiant’s has the right to receive 145,422 shares of Synova common stock in conjunction with the\nJanuary 12
b77f708578a647ba3da13feac42d65fc.pdf	effective_date jurisdiction party term	EX-10.8 3 d62023dex108.htm FORM OF PATENT AND CONFIDENTIALITY AGREEMENT\nExhibit 10.8\nINTELLECTUAL PROPERTY AND CONFIDENTIALITY AGREEMENT\nThis INTELLECTUAL PROPERTY AND CONFIDENTIALITY AGREEMENT (the “Agreement”), effective as of\n,\n201 , is made by and between FARO Technologies, Inc., a Florida Corporation, including its subsidiaries and affiliates (hereinafter collectively\n“FARO” or “Employer”), and\n(“Employee”).\nIn consideration of the Employee’s employment by FARO, the compensation paid and to be paid to Employee by FARO, and\nEmployer’s agreement to provide Employee access to Employer ’s Confidential Information (as defined below) and Trade Secrets (as defined\nbelow and as defined under Florida law) and other good and valuable consideration, the receipt and sufficiency of which is hereby\nacknowledged, Employee hereby warrants and agrees to be legally bound as follows:\n1. Definitions\na. “Business” means (1) all aspects related to 3-D measurement, imaging or realization systems, including but not limited\nto the design, development, manufacture, marketing, sale, offer for sale and support of such 3-D measurement, imaging or realization\nsystems, and (2) any other technology, product, process, apparatus, service, research or development on which Employee worked or\nhad access to Confidential Information while employed by FARO.\nb. “Confidential Information” shall mean information, other than Trade Secrets, which relates to Employer, Employer ’s\nactivities, Employer’s business or Employer ’s suppliers or customers that is not generally known by persons not employed by\nEmployer, and which is or has been disclosed to Employee or of which Employee became aware as a consequence of or through his\nor her relationship to Employer. This includes but is not limited to FARO’s know-how; accounts; pricing and cost information;\nmarketing techniques and plans; computer programs and software; coding systems and processes; computer networking concepts and\nprocesses; source code; contract terms and prospective contract terms with existing and prospective customers, accounts and other\npersons or entities with whom FARO has or contemplates a business relationship; actual or potential customers and purchasers;\nconfidential information of any customer; products; product designs; design documentation; formulas; concepts; inventions; research;\nmethods; processes; operations; product uses; product quality analysis; and other information related to the Business that is not\ngenerally publicly known. “Confidential Information” shall not include information that has become generally available to the public\nby the act of one who has the right to disclose such information without violating any legal right or privilege of Employer.\nc. “Customer” means any individual or entity to whom Employer has sold products or services related to the Business, and\nwith whom Employee had contact, alone or in conjunction with others, on behalf of Employer during the twelve (12) months\nimmediately prior to the termination of his or her employment.\nd. “Prospective Customer” means any individual or entity who is not a Customer, to whom Employer has marketed or\npresented products or services related to the Business, and with whom Employee had contact, alone or in conjunction with others, on\nbehalf of Employer during the twelve (12) months immediately prior to the termination of his or her employment.\ne. “Trade Secrets” shall mean all information, without regard to form, including, but not limited to, technical or\nnontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data,\nfinancial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers which is not\ncommonly known by or available to the public and which information: (A) derives economic value, actual or potential, from not\nbeing generally 
b928d4e298ac71de38b7f167e6f056de.pdf	effective_date jurisdiction party term	EX-10 .2 3 ex10-2 .htm\nNON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) dated as of November 8,\n2016, but effective as of July 14, 2016 (the “Effective Date”) (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation\nwith a principal place of business at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (“Employer”), and Randall S. Malinoff, an\nindividual and resident of the State of California with an address at 25262 Prado De La Puma, Calabasas, CA 91302 (“Employee” and together\nwith Employer, the “Parties” and each, a “Party”).\nWITNESSETH:\nWHEREAS, Employee and Employer are entering into that certain Employment Agreement, dated as of the date of this Agreement;\nWHEREAS, in connection with such employment, Employee has been and may be given further access to, generate, or otherwise come\ninto contact with certain proprietary and/or confidential information of Employer or clients of Employer; and\nWHEREAS, Employee and Employer desire to prevent the dissemination, unauthorized disclosure or misuse of such information.\nNOW THEREFORE, the parties hereto mutually agree as follows:\n1. Covenant Not to Solicit. During the period commencing on the Effective Date and ending upon the termination of Employee’s\nemployment for any reason, Employee shall not, directly or indirectly, for Employee’s benefit or the benefit of a third party, (i) induce or attempt\nto induce any employees of Employer to leave the employ of Employer or diminish his or her relationship or Employer or (ii) solicit the business\nof any client or customer of Employer, or any client or customer that could reasonably be expected to be a client or customer of Employer, during\nEmployee’s period of employment with the Company.\n2. Covenant Not to Compete. Except for the activities set forth in Schedule I hereto and as a passive investor in less than five percent\n(5%) of the equity securities of a publicly held company, during the period commencing on the date hereof and ending upon the termination of\nEmployee’s employment for any reason, Employee shall not engage in, own or control an interest in, or act as principal, director or officer of, or\nconsultant to, any firm or corporation (i) engaged in a venture or business substantially similar to that of Employer or (ii) which is in direct or\nindirect competition with Employer within the United States of America, its territories and possessions.\n3. Proprietary Information.\n(a) For purposes of this Agreement, “Proprietary Information” shall mean any information belonging to the business of Employer that\nhas not previously been publicly released by duly authorized representatives of Employer and shall include (but shall not be limited to)\ninformation encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs\n(including source code, object code, algorithms and models), customer information, customer lists, and all methods, concepts, know-how or ideas\nand confidential information belonging to Employer and Employer’s customers or clients. Employee agrees to regard and preserve as\nconfidential all Proprietary Information whether Employee has such Proprietary Information in Employee’s memory or in writing or other\nphysical form.\n(b) Notwithstanding the foregoing, “Proprietary Information” shall not include information that (i) is disseminated to the public at no\nfault of Employee, (ii) was obtained from a third party that did not have an obligation of confidentiality to Employer, (iii) is already in the\npossession of Employee and (iv) constitutes any information proposals, marketing and sales plans, financial information, costs, pricing\ninformation, computer programs (including source code, object code, algorithms and models), customer information, customer lists, and all\nmethods, concepts
b960e85adabccfba6d758948a1ecc804.pdf	effective_date jurisdiction party term	EX-10.1 2 dex101.htm SEVERANCE AND NONCOMPETITION AGREEMENT WITH RAJEEV MEHTA\nExhibit 10.1\nCOGNIZANT TECHNOLOGY SOLUTIONS CORPORATION\nSEVERANCE AND NONCOMPETITION AGREEMENT\nIn consideration of the employment of the undersigned (“Employee”), Cognizant Technology Solutions Corporation, including any of its\naffiliates or direct or indirect subsidiaries (collectively, the “Company”), and as a condition of continued Employment, Employee agrees as follows:\n1. Ownership and Non-disclosure of Proprietary Information:\nThe Employee acknowledges that all Proprietary Information, as defined below, is the exclusive property of the Company or the party that disclosed\nor delivered the same to the Company. Specifically, Employee agrees that all Proprietary Information developed as a direct or indirect result of\nEmployee’s efforts during any period of employment with the Company shall be and shall remain the exclusive property of the Company, and the\nEmployee shall have no ownership interest therein. To the extent Employee may have any interest in such developed Proprietary Information,\nEmployee assigns such interest to the Company.\nTo the extent a copyright may be obtained in any Proprietary Information, (i) that copyright shall be considered the property of the Company,\n(ii) the Proprietary Information shall be “works made for hire” under the Copyright Act of 1976 (the “Copyright Act”), the copyright for those works\nshall be the sole property of the Company and the Company shall be the sole author of such works within the meaning of the Copyright Act,\n(iii) Employee hereby assigns to the Company any of his rights to any such copyrightable material and (iv) Employee expressly disclaims any and all\ninterest he may have in the works. In the event that the copyright to any work may not be the property of the Company by operation of law,\nEmployee irrevocably assigns to the Company all right, title and interest in the work, including all so-called “moral rights.” If the moral rights\ncannot be assigned under the laws of a country where such rights exist, Employee hereby waives all of his moral rights and consents to any action of\nthe Company that would violate such rights in the absence of such consent.\nWhile employed by the Company and for a period of three (3) years thereafter, Employee shall not use or disclose any Proprietary Information,\ndirectly or indirectly, except as authorized by the Company in connection with Employee’s assigned duties. The foregoing notwithstanding,\nEmployee shall not at any time use or disclose, directly or indirectly, any of the Proprietary Information constituting Trade Secrets of the Company,\nas defined below, except as authorized by the Company in connection with Employee’s assigned duties.\n2. Definitions:\n“Proprietary Information,” as referred to herein, includes all of the following information and material, whether or not reduced to writing and\nwhether or not patentable, that Employee during any period of employment with the Company has access to or develops in whole or in part as a\ndirect or indirect result of such employment or through the use of any of the Company’s facilities or resources:\n(i) application, operating system, communication and other computer software, including, without limitation, all source and object code,\nflow charts, algorithms, coding sheets, routines, sub-routines, compilers, assemblers, design concepts and related documentation and\nmanuals;\n(ii) production processes, marketing techniques, purchasing information, fee lists, licensing policies, quoting procedures, financial\ninformation, employee names and job descriptions, customer and prospective customer names and requirements, data and other\ninformation or material relating to the manner in which any customer, prospective customer or the Company does business;\n(iii) discoveries, concepts and ideas (including, but not limited to, the nature and results of research and development activitie
b9d85575953a301d1581e4cfad80409a.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 10 dex99d3.htm CONFIDENTIALITY AND STANDSTILL AGREEMENT\nExhibit (d)(3)\nPERSONAL AND CONFIDENTIAL\nFebruary 3, 2009\nTyco Healthcare Group LP,\nd/b/a Covidien\n15 Hampshire Street\nMansfield, MA 02048\nRe: CONFIDENTIALITY AND STANDSTILL AGREEMENT\nDear Sirs:\nIn connection with your consideration of a possible negotiated business combination transaction (a “Transaction”) with VNUS Medical\nTechnologies, Inc. and/or its subsidiaries (collectively, the “Company”), you have requested certain confidential and other information concerning\nthe Company.\nYou agree to treat any information furnished to you or your Representatives (as defined below) by or on behalf of the Company on or after the\ndate of this agreement concerning the Company or the business, products, markets, condition (financial or other) operations, assets, liabilities, results\nof operations, cash flows or prospects of the Company (whether prepared by the Company, its advisors or otherwise), whether written or unwritten,\ntogether with any and all analyses or other documents prepared by you or any of your directors, officers, employees, advisors, attorneys, accountants,\nconsultants, agents, representatives or lending institutions (and their respective counsel) (collectively, “Representatives”) which contain or otherwise\nreflect such information (collectively, “Evaluation Material”), in accordance with this agreement. The term “Evaluation Material” does not include\ninformation which (a) was already in your or any of your Representatives’ possession prior to the time of disclosure to you by or on behalf of the\nCompany, provided that the source of such information was not and is not known by you or any such Representative, as the case may be, to be bound\nby any contractual or other obligation of confidentiality to the Company or any other person with respect to any of such information, (b) was or\nbecomes generally available to the public other than as a result of a disclosure by you or your Representatives, (c) becomes available to you or any\nof your Representatives on a non-confidential basis from a source other than the Company, provided that such source is not known by you or any\nsuch Representative, as the case may be, to be bound by any contractual or other obligation of confidentiality to the Company or any other person\nwith respect to such information or (d) is independently developed by or for you without using the Evaluation Material.\nThe Evaluation Material will be used by you (and you shall cause your Representatives to use the Evaluation Material) solely for the purpose\nof evaluating a Transaction between the Company and you, and will be kept confidential by you (and you shall cause your Representatives to keep\nthe Evaluation Material confidential), except to the extent that disclosure (a) has been consented to in writing by the Company prior to any\ndisclosure, (b) is required by law or other applicable judicial or governmental order, or (c) is made to your Representatives who need to know such\ninformation for the purpose of evaluating the Transaction (it being understood that such Representatives shall be informed by you of the confidential\nnature of the Evaluation Material). In any event, you agree to undertake commercially reasonable precautions to safeguard and protect the\nconfidentiality of the Evaluation Material and to accept responsibility for any use or disclosure of Evaluation Material by you or your\nRepresentatives that would constitute a breach of this agreement.\nIn addition, without the prior written consent of the other party hereto, neither party will, and each party will direct its respective\nRepresentatives not to, disclose to any other person (a) that the Evaluation Material has been made available to you or your Representatives, (b) that\ninvestigations, discussions or negotiations are taking place concerning a Transaction, or (c) any terms, conditions or other facts with respect to any\nTransaction, 
bb874bf35c9ec19768d27fab8a4abb91.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 7 d426098dex99d3.htm EXHIBIT (D)(3)\nExhibit (d)(3)\nNON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (“Agreement”) is being entered into as of March 19, 2018 between ARMO Biosciences, Inc., a\nDelaware corporation (“Seller”), and Eli Lilly and Company, an Indiana corporation (“Buyer” and with Seller referred to collectively as the “Parties”\nand individually as a “Party”).\nIn order to facilitate the consideration and negotiation of a possible negotiated transaction involving Buyer’s acquisition of all of the equity\ninterests in Seller (a “Transaction”), each Party has either requested or may request access to certain non-public information regarding the other Party\nand the other Party’s subsidiaries. (Each Party, in its capacity as a provider of information, is referred to in this Agreement as the “Provider”; and each\nParty, in its capacity as a recipient of information, is referred to in this Agreement as the “Recipient”.) This Agreement sets forth the Parties’\nobligations regarding the use and disclosure of such information and regarding various related matters.\nThe Parties, intending to be legally bound, acknowledge and agree as follows:\n1. Limitations on Use and Disclosure of Confidential Information. Neither the Recipient nor any of the Recipient’s Representatives (as\ndefined in Section 13 below) will, at any time, directly or indirectly:\n(a) make use of any of the Provider’s Confidential Information (as defined in Section 12 below), except for the specific purpose of\nconsidering, evaluating and negotiating a Transaction between the Parties; or\n(b) subject to Section 4 below, disclose any of the Provider’s Confidential Information to any other Person (as defined in Section 13\nbelow).\nThe Recipient will be liable and responsible for any breach of this Agreement by any of its Representatives and for any other action or conduct\non the part of any of its Representatives that is inconsistent with any provision of this Agreement. The Recipient will (at its own expense) take all\nreasonable actions necessary to restrain its Representatives from making any unauthorized use or disclosure of any of the Provider’s Confidential\nInformation.\n2. Provider Contact Person. Any request by the Recipient or any of its Representatives to review any of the Provider’s Confidential\nInformation must be directed to the individual(s) identified opposite the name of the Provider on EXHIBIT A (the “Provider Contact Person”).\nNeither the Recipient nor any of the Recipient’s Representatives will contact or otherwise communicate with any other Representative of the Provider\nin connection with a Transaction without the prior written authorization of the Provider Contact Person.\n3. No Representations by Provider. Neither the Provider nor any of the Provider’s Representatives will be under any obligation to make any\nparticular Confidential Information of the Provider available to the Recipient or any of the Recipient’s Representatives or to supplement or update any\nConfidential Information of the Provider previously furnished.\nNeither the Provider nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or\ncompleteness of any of the Provider’s Confidential Information, and neither the Provider nor any of its Representatives will have any liability to the\nRecipient or to any of the Recipient’s Representatives on any basis (including, without limitation, in contract, tort or under United States federal or state\nsecurities laws or otherwise) relating to or resulting from the use of any of the Provider’s Confidential Information or any inaccuracies or errors therein\nor omissions therefrom. Only those representations and warranties that are included in any final definitive written agreement that provides for the\nconsummation of a Transaction between the Parties (a “Definitive Agreement”) will have l
bd9446287c6cd3222d532f945684145e.pdf	effective_date jurisdiction party term	EXHIBIT A\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (this “ Agreement”) is entered into as of October , 2007 (the “Effective Date”), by and between AVI\nBioPharma, Inc., an Oregon corporation (the “Company”) and\n(the “Recipient”) (each, a “Party” and,\ncollectively, the “Parties”).\nRECITALS\nA.\nThe Recipient is a consultant to the Company and will be providing professional services to the Company in accordance with\nthat certain Professional Services Agreement dated as of the day of October 2007 (the “Consulting Agreement”).\nB.\nIn connection with the Consulting Agreement, the Company will disclose to the Recipient certain material, non-public\ninformation about the Company. As a condition precedent to providing such information to the Recipient, the Parties have agreed to enter into\nthis Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants expressed herein and other valuable consideration, the receipt and\nsufficiency of which are acknowledged, the Parties agree as follow\nI.\nDEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT:\nA.\n“Affiliate” of a Party means any entity that a Party directly or indirectly controls, or is controlled by, including but not limited\nto employees, agents, and entities.\nB.\n“Confidential Information” means any business, marketing, technical, or other information in tangible or intangible form,\ndisclosed by the Company to the Recipient that, at the time of disclosure, is designated as confidential (or like designation), is\ndisclosed in circumstances of confidence, or would be understood by the Parties (or their Affiliates), exercising reasonable\nbusiness judgment, to be confidential, specifically including Company business plans, product concepts, technical know-how,\nmethods of and other information relating to operations, development strategies, distribution arrangements, financial data,\nmarketing plans, and business practices, policies, or objectives.\nII.\nDISCLOSURE, USE RESTRICTIONS AND PROPRIETARY RIGHTS.\nA.\nDisclosure and Use.\n1.\nAny Confidential Information received by the Recipient shall be retained in confidence, disclosed only to Affiliates\nsolely on a need to know basis, and used only in accordance with this Agreement. The Recipient shall use\nat least the same degree of care as it uses to protect his/its own confidential information of a similar nature, but no less\nthan reasonable care, to prevent the unauthorized use or disclosure of the Confidential Information. The obligations\nof confidence set forth in this Agreement shall extend to any of the Recipient’s Affiliates, including the Recipient’s\nattorneys, advisors, directors, executive officers and employees that may receive Confidential Information. The\nRecipient shall notify its attorney(s), advisors, directors, officers and Affiliates of the requirements of this Agreement\nand require that such persons comply with the requirements of this Agreement.\n2.\nIn accordance with Section 2.4 below, the Recipient shall notify the Company immediately upon discovery of any\nunauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Recipient, its\nofficers, directors, advisors, attorneys, employees, or Affiliates, and will cooperate with the Company to assist the\nCompany to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\nB.\nExemptions. The Recipient shall not be bound by the obligations restricting disclosure and use set forth in this Agreement\nwith respect to Confidential Information, or any part thereof, which: (i) was known by the Recipient prior to disclosure, except\nif such Confidential Information, or any part thereof, became known to Recipient as a result of or in connection with prior\npositions or roles Recipient had with the Company that allowed Recipient to know or become exposed to or aware of such\nConfidential Information or any part thereof, in which 
c0aa169f5121198b37859459b63b8707.pdf	effective_date jurisdiction party term	EX-10.35 2 a2230860zex-10_35.htm EX-10.35\nExhibit 10.35\nAMENDED AND RESTATED NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT\nTHIS AMENDED AND RESTATED NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered\ninto this\nth day of\n,\n20 , by and between The Travelers Companies, Inc., a Minnesota corporation, including its present and future\naffiliated entities (collectively, the “Company”), and XXXX (the “Employee”).\nWITNESSETH:\nWHEREAS, the Employee is employed by the Company; and\nWHEREAS, the Company is engaged in the business of underwriting and selling insurance and insurance-related products throughout\nthe United States.\nNOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations hereinafter set forth, the parties agree\nas follows:\nSECTION 1.\nCONSIDERATION.\n(a)\nAs consideration for the execution of this Agreement, the Employee acknowledges receipt of the amount of Five Thousand\nDollars ($5,000.00) (“the Consideration”), to the extent not previously paid in connection with the execution of a prior version of this\nAgreement, which constitutes good, valuable and independent consideration for all of Employee’s covenants and obligations in this Agreement\nand is above and beyond any compensation Employee is entitled to receive from the Company.\n(b)\nAs further consideration for the execution of this Agreement, the Employee shall be eligible to participate in and receive the\nbenefits of the executive severance plan as set forth in Schedule B of The Travelers Severance Plan (as amended and restated effective January 1,\n2015) (the “Severance Plan”), in the event Employee is involuntarily terminated because of a reduction in force, involuntarily terminated for\nreasons other than Cause (as defined in Section 2) or asked to take a substantial demotion, and otherwise pursuant to the terms and conditions of\nthe Severance Plan and regardless of any amendment to or termination of the Severance Plan, except that for the purpose of Schedule B, the\nnumber of months of severance benefit shall in no event be less than 21 months and the “total monthly cash compensation” shall in no event be\nless than one twelfth (1/12) of the Employee’s base salary in effect at the time of his/her termination of employment (“final base salary”) plus the\ngreater of (i) one twelfth (1/12) of the average of his/her two most recent cash payments under the annual incentive compensation plan of the\nCompany, or (ii) one twelfth (1/12) of 125% of the final base salary for any Employee who is serving the Employer in a position of Executive\nVice President or equivalent (as determined by Company and the position of Vice Chairman is\ndeemed to be equivalent to Executive Vice President); and 110% of the final base salary of any Employee who is serving the Employer in a\nposition of Senior Vice President or equivalent (as determined by Company). Further, in order to be eligible for benefits under the Severance\nPlan, Employee will be required to, among other things, execute a Waiver and Release, as defined in the Severance Plan, in a form satisfactory to\nCompany. (The current standard non-solicitation clauses included in the Waiver and Release are attached and incorporated herein for your\nreference as Exhibit A.) Nothing in this Agreement is intended or may be interpreted to amend or revise the Severance Plan, except as set forth\nand applicable herein. Schedule B of the Severance Plan, as in effect as of the date hereof (“Schedule B”), is incorporated herein by reference.\nSuch Schedule B, together with the above described enhanced benefit set forth a schedule of minimum severance for Employee and other\nmembers of the Management Committee. To the extent the Company revises the existing Severance Plan to increase the benefits, Employee will\nbe entitled to the greater of (i) the new increased benefits under the Severance Plan or (ii) the Severance Plan benefits in existence at 
c14ccb5886fe78f6966af9d7e2f9c036.pdf	effective_date jurisdiction party term	EX-10.9 11 dex109.htm FORM OF CONFIDENTIALITY AND NONCOMPETITION AGREEMENT\nExhibit 10.9\nCONFIDENTIALITY AND NONCOMPETITION\nAGREEMENT\nThis CONFIDENTIALITY AND NONCOMPETITION AGREEMENT (this “Agreement”) is made and entered into as of this day of\n, 2004, by and between American Campus Communities, Inc. (the “Company”) and\n(the “Executive”).\nWITNESSETH:\nWHEREAS, the Company and Executive have entered into an employment agreement (the “Employment Agreement”) on a date even\nherewith; and\nWHEREAS, the Company, as a condition of entering into the Employment Agreement, desires to obtain certain restrictive covenants\nfrom Executive, as described below, and Executive is willing to agree to such restrictive covenants in consideration of compensation and benefits set\nforth in the Employment Agreement.\nNOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable\nconsideration, the receipt of which is mutually acknowledged, the Company and Executive agree as follows:\nSection 1. Definitions.\n(a) “Board” shall mean the Board of Directors of the Company.\n(b) “Cause” shall have the meaning set forth in the Employment Agreement.\n(c) “Change in Control” shall have the meaning set forth in the Employment Agreement.\n(d) “Competitive Activities” shall mean any business activities involving the development, acquisition, sale or management of facilities\nwhose primary function and purpose is student housing and/or the provision of third party student housing services to providers of student housing.\n(e) “Confidential Information” shall have the meaning set forth in Section 3 hereof.\n(f) “Developments” shall have the meaning set forth in Section 7 hereof.\n(g) “Good Reason” shall have the meaning set forth in the Employment Agreement.\n(h) “Restricted Period” shall mean the period commencing on the Effective Date and ending on (i) the second (2nd) anniversary of\nExecutive’s termination of employment for by the Company for Cause or by Executive without Good Reason, or (ii) the first (1st) anniversary of\nExecutive’s termination of employment (A) by the Company other than for Cause; (B) by Executive with Good Reason; or (C) by Executive for any\nreason at any time during the one-year period following a Change in Control.\n(i) “Term of Employment” shall have the meaning set forth in the Employment Agreement.\nSection 2. Reasonableness of Covenants.\nExecutive acknowledges and agrees that (A) the agreements and covenants contained in this Agreement are (i) reasonable and valid in\ngeographical and temporal scope and in all other respects, and (ii) essential to protect the value of the Company’s business and assets, and (B) by his\nemployment with the Company, Executive will obtain knowledge, contacts, know-how, training and experience and there is a substantial probability\nthat such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company and to\nthe Company’s substantial detriment.\nSection 3. Confidential Information.\nAt any time during and after the end of the Term of Employment, without the prior written consent of the Board, except to the extent\nrequired by an order of a court having jurisdiction or under subpoena from an appropriate government agency, in which event, Executive shall use\nhis best efforts to consult with the Board prior to responding to any such order or subpoena, and except as required in the performance of his duties\nunder the Employment Agreement, Executive shall not disclose any confidential or proprietary trade secrets, customer lists, drawings, designs,\ninformation regarding product development, marketing plans, sales plans, manufacturing plans, management organization information, operating\npolicies or manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information (a) r
c2149cc784d2d783c2de0c7b2f02a12f.pdf	effective_date jurisdiction party term	EX-99.(D)(3)(A) 14 dex99d3a.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)(A)\nCONFIDENTIALITY AGREEMENT (Mutual)\nThis Mutual Confidentiality Agreement (the “Agreement”) is entered into and is effective as of May 16, 2002 (the “Effective Date”) by and between\nInterTrust Technologies Corporation, a Delaware corporation, with places of business at 4800 Patrick Henry Drive, Santa Clara, California 95054\n(“InterTrust”) and Sony Corporation of America, a New York corporation, with a place of business at 550 Madison Avenue, New York, New York\n10022 (“Company”).\nWHEREAS, the parties may disclose to each other certain confidential information defined below and InterTrust and/or Company desires to keep\nsuch information confidential;\nWHEREAS, in consideration of the disclosure of such information to InterTrust and/or Company, InterTrust and/or Company is willing to keep such\ninformation confidential in accordance with the terms and conditions set forth in this Agreement;\nNOW, THEREFORE, InterTrust and Company hereby agree as follows:\n1. DEFINITION OF CONFIDENTIAL INFORMATION. The parties acknowledge that the terms and conditions of this Confidentiality\nAgreement, the existence of the discussions between Company and InterTrust and other information disclosed, as set forth below, will be\nconsidered confidential (“Confidential Information”); provided that information disclosed by the disclosing party (“Discloser”) will be\nconsidered Confidential Information by the receiving party (“Recipient”), only if such information is conspicuously marked as “Confidential”\nif communicated in writing, or if communicated orally, identified as “Confidential” at time of disclosure. If the Disclosure fails to mark or\nidentify disclosed Confidential Information as “Confidential”, the Recipient shall be responsible for protecting such disclosures in accordance\nwith this Agreement from the date of receipt of written notice by the Discloser identifying the disclosure as “Confidential” and requesting that\nsuch disclosure be treated as Confidential Information under this Agreement. Confidential Information shall not include information that (a) is\nat the time of disclosure, or subsequently becomes, generally available to the public through no fault or breach on the part of Recipient, as of\nthe date such information becomes generally available; (b) Recipient can demonstrate to have had rightfully in its possession prior to\ndisclosure to Recipient by Discloser; (c) is independently developed by Recipient without the use of any Confidential Information; or (d)\nRecipient rightfully obtains from a third party who has the right to transfer or disclose it. Confidential Information generally relates to each\nparty’s respective business, strategies, technologies, intellectual property, and related information.\n2. NON -DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION.\na) Recipient agrees to use reasonable care, but is no event less than the same degree of care that it uses to protect its own confidential and\nproprietary information of similar importance to prevent the unauthorized use, disclosure, publication or dissemination of Confidential\nInformation. Company may disclose the Confidential Information to any direct or indirect parent, majority-owned subsidiary or Affiliate, and\ntheir agents and professional advisors, provided that such parry agrees to be bound by this Agreement to the same extent as Company is bound\nand Company agrees to be responsible for any breach by these\nPage1of4\nentities, agents and advisors. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by\nSony Corporation. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to\nevaluate and comment upon certain Confidential Information so as to enable the enable the Participant to evaluate a potential business\nrelationship or str
c4864a04768c67b61084ef76ef855472.pdf	effective_date jurisdiction party term	EX-99.(D)(6) 9 d290608dex99d6.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(6)\nCONFIDENTIALITY AGREEMENT\nTHIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of August 11, 2011 (the “Effective Date”), between\nAMGEN INC., a Delaware corporation (together with its Affiliates (as defined in section 14), “Amgen”), and MICROMET, INC., a Delaware\ncorporation (together with its Affiliates, “Micromet”, and each of Micromet and Amgen individually or jointly referred to as “Party” and “Parties”)\nIn order to facilitate the consideration and negotiation of a possible business combination involving Amgen and Micromet (the “Potential\nTransaction”), Amgen has requested access to certain non-public information regarding Micromet. This Agreement sets forth Amgen’s obligations\nregarding the use and disclosure of such information and regarding various related matters.\nEach of the parties, intending to be legally bound, acknowledges and agrees as follows:\n1. Limitations on Use and Disclosure of Confidential Information.\n(a) Subject to section 4 below, neither Amgen nor any of Amgen’s Representatives (as defined in section 13 below) will, at any time,\ndirectly or indirectly:\n(i) make use of any Confidential Information (as defined in section 12 below), except for the specific purpose of considering,\nevaluating and negotiating a Potential Transaction; or\n(ii) disclose any Confidential Information to any other Person (as defined in section 13 below).\n(b) Without the prior written consent of Micromet, Amgen will not disclose any of the Confidential Information to any Persons who are\nthe members representing Amgen on the “Joint Project Team” as defined in and established pursuant to that certain Collaboration and License\nAgreement, dated as of July 11, 2011, by and between Micromet, Inc., Micromet AG and Amgen Inc. (the “Collaboration Agreement”) set forth on\nSchedule I hereto under the header “Excluded Project Team Members” ( the “Excluded Representatives”) and Amgen will not directly engage such\nExcluded Representatives in the process of evaluating or negotiating a Potential Transaction; provided, however, that if, after the date hereof and\nduring period of the Term that the Parties continue to be in discussions regarding a Potential Transaction, Amgen notifies Micromet in writing\npursuant to the Collaboration Agreement that it has added Persons to Joint Project Team, Schedule I will be revised to include those Persons as\nExcluded Representatives, with the restrictions applicable to Excluded Representatives effective in respect of such Person as of the date identified\nopposite such Person’s name on Schedule I (which will be the date notice of the addition of such Person to the Joint Project Team was delivered\npursuant to the Collaboration Agreement); and provided, further, that notwithstanding any other provision of this section 1(b), the Persons on\nAmgen’s project team established under the Collaboration Agreement who are listed on Schedule I under the header “Participating Project Team\nMembers” shall not be Excluded Representatives.\n(c) Amgen will be liable and responsible for any breach of this Agreement by any of its Representatives and for any actions taken by\nsuch Representatives on behalf of or for the direct benefit of Amgen that would have constituted a breach under this Agreement had such\nRepresentative been a party hereto. Amgen will (at its own expense) take all reasonable actions necessary to restrain its Representatives from making\nany unauthorized use or disclosure of any Confidential Information; provided, that in no event will Amgen be required to make any undertaking with\nrespect to its Representatives beyond that which it would undertake to protect the confidentiality of its own confidential information of a similar\nnature in the ordinary course of its business, but in no case shall Amgen use less than reasonable care in the protection of such Confi
c4ccca5a5502597fc4a75b4ca50337df.pdf	effective_date jurisdiction party term	EX-99.(D)(12) 18 f68556ex99-d12.txt (D)(12) 1 EXHIBIT (d)(12) August 1, 1991 CNDA#18694 CORPORATE NON-\nDISCLOSURE AGREEMENT This Agreement is entered into and made effective as of the date set forth above by and\nbetween Intel Corporation (hereinafter "Intel"), and the participant identified below (hereinafter "Participant"). Unless\nthe Participant indicates that this Agreement shall apply only to a specific division or location, this Agreement shall\napply to the Participant's entire company. THE PARTIES AGREE AS FOLLOWS: CONFIDENTIAL INFORMATION\nTRANSMITTAL FORM. The confidential, proprietary and trade secret information of the disclosing party (hereinafter\n"Confidential Information") provided hereunder, is that information described in the Confidential Information\nTransmittal Record (CITR) form executed from time to time hereafter. CITR's are subject to the terms of this Agreement\nand shall be executed by the parties prior to the disclosure of Confidential Information. All information described in a\nCITR and marked with a "confidential," "proprietary," or similar legend shall be deemed Confidential Information. All\nConfidential Information received from the disclosing party shall be in tangible form. The CITR shall set forth the\ndisclosing party, a description of the Confidential Information disclosed, the names of the representatives of the parties\nand the date when the disclosure covered by the CITR commenced. OBLIGATIONS OF RECEIVING PARTY. The\nreceiving party shall not disclose Confidential Information to any third party without the prior written approval of the\ndisclosing party. The receiving party shall maintain the Confidential Information with at least the same degree of care\nthat the receiving party uses to protect its own similar categories of confidential and proprietary information, but no less\nthan a reasonable degree of care under the circumstances. The receiving party shall not make any copies of Confidential\nInformation received from the disclosing party except as necessary for its employees with a need to know. Any copies\nwhich are made shall be identified as belonging to the disclosing party and marked "confidential," "proprietary," or with\na similar legend. PERIOD OF CONFIDENTIALITY. Unless a shorter period is stated in the applicable CITR, the\ndisclosing party will not assert any claims against the receiving party for disclosures of Confidential Information made\nmore than five (5) years from the date of the CITR. TERMINATION OF OBLIGATION OF CONFIDENTIALITY. The\nreceiving party shall not be liable for the disclosure of any Confidential Information which is: (a) in the public domain\nother than by a breach of this Agreement on the part of the receiving party; or (b) rightfully received from a third party\nwithout any obligation of confidentiality; or (c) rightfully known to the receiving party without any limitation on use or\ndisclosure prior to its receipt from the disclosing party; or (d) independently developed by employees of the receiving\nparty; or (e) generally made available to third parties by the disclosing party without restriction on disclosure. TITLE.\nTitle or the right to possess Confidential Information as between the parties shall remain in the disclosing party. NO\nOBLIGATION OF DISCLOSURE. Neither party has any obligation to disclose Confidential Information to the other.\nEither party may, at any time, cease giving Confidential Information to the other party without any liability or request in\nwriting the return of Confidential Information previously disclosed. TERMINATION AND DUTY TO RETURN. Either\nparty may terminate this Agreement at any time without cause upon notice to the other party. However, all obligations of\nconfidentiality shall survive the termination of this Agreement. In the event this Agreement is terminated, and the\ndisclosing party so requests, the receiving party shall promptly return or destroy (and certify destruction of) all\nConfidential Information which it
c58882f7f9c693e3f6c11d0f945f395e.pdf	effective_date jurisdiction party term	EX-10.22 2 dex1022.htm NON-DISCLOSURE, NON-SOLICITATION AND NON -COMPETITION AGREEMENT\nEXHIBIT 10.22\nNON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION\nIn consideration of your employment (or continued employment) with or provision of services to J. Crew Group, Inc. and its affiliates\n(collectively, the “Company”) and for other good and valuable consideration, receipt of which is hereby acknowledged, you agree as follows:\n1. Agreement Not to Disclose Confidential Information. In the course of your employment with or provision of services to the Company,\nyou have and will have acquired and have had access to confidential or proprietary information about the Company, including but not limited to,\ntrade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements\nand/or contracts between the Company and its vendors and suppliers, the Company’s merchandising, marketing and/or creative policies, practices,\nconcepts, strategies, and methods of operations, inventory, pricing and price change strategies, possible new product lines, future merchandise\ndesigns, patterns, fabrication or fit information, internal policies, pricing policies and procedures, cost estimates, employee lists, training manuals,\nfinancial or business projections, unannounced financial data such as sales, earnings or capital requirements, possible mergers, acquisitions or joint\nventures and information about or received from vendors and other companies with which the Company does business. The foregoing shall be\ncollectively referred to as “Confidential Information.” You are aware that the Confidential Information is not readily available to the public. You\nagree that during your employment or provision of services and for a period of three (3) years thereafter, you will keep confidential and not disclose\nthe Confidential Information to anyone or use it for your own benefit or for the benefit of others, except in performing your duties as our employee\nor agent. You agree that this restriction shall apply whether or not any such information is marked “confidential.”\nAll memoranda, disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the “material”) compiled\nby you or made available to you during your employment (whether or not the material contains confidential information) are the property of the\nCompany and shall be delivered to the Company on the termination of your employment or at any other time upon request. Except in connection\nwith your employment, you agree that you will not make or retain copies or excerpts of the material.\n2. Agreement Not to Engage in Unfair Competition. You agree that your position with the Company requires and will continue to require\nthe performance of services which are special, unique, extraordinary and of an intellectual and/or artistic character and places you in a position of\nconfidence and trust with the Company. You further acknowledge that the rendering of services to the Company necessarily requires the disclosure\nof confidential information and trade secrets of the Company. You agree that in the course of your employment with or rendering of services to the\nCompany, you will develop a personal acquaintanceship and relationship with the vendors and other business associates of the Company and\nknowledge of their affairs and requirements. Consequently, you agree that it is reasonable and necessary for the protection of the goodwill and\nbusiness of the Company that you make the covenants contained herein. Accordingly, you agree that while you are in the Company’s employ and for\nthe period of twelve months after the termination of your employment, for any reason whatsoever (including “Good Reason,” as defined below), you\nshall not directly or indirectly, except on behalf of the Company:\n(a) render services to or accept employment, either directly as an employee or own
c6d4a02258909dfd134093de86f99327.pdf	effective_date jurisdiction party term	EX-99.D.5 9 d96542dex99d5.htm EX-99.D.5\nEXHIBIT (d)(5)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (“Agreement”) is dated as of 31st January, 2014 (the “Effective Date”) and is entered into between\nInSite Vision Incorporation, a Delaware corporation (the “Company”), and SUN PHARMACEUTICAL INDUSTRIES LTD., a company\nregistered and existing in India under the Companies Act, 1956, with its registered office at SPARC, Tandalja, Baroda – 390 020, Gujarat, India\nand its corporate office at Acme Plaza, Andheri – Kuria Road, Andheri – East, Mumbai – 400 059, Maharashtra, India (the “Potential\nRelationship Party”). Each of the Company and the Potential Relationship Party are sometimes referred to herein as a “Party” and together as\nthe “Parties.” In consideration of the mutual covenants contained herein, the Potential Relationship Party and the Company, intending to be\nlegally bound hereby, agree to the following:\nSection 1. Definitions. For purposes of this Agreement:\n(a) “Affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled\nby, or is under common control with, such specified person.\n(b) “Confidential Information” means all information relating, directly or indirectly, to the Disclosing Party or the business, products,\nmarkets, research and development, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of\nthe Disclosing Party, the business of any customer or partner of the Disclosing Party, any information about or concerning any third party (which\ninformation was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party) and any product\nofferings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data,\nschematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies of the\nDisclosing Party (in each case, whether prepared by the Disclosing Party, its Representatives or otherwise) which is delivered, disclosed or\nfurnished by or on behalf of the Disclosing Party to the Receiving Party or to its Representatives, before, on or after the date of this Agreement,\nregardless of the manner in which it is delivered, disclosed or furnished, and will also be deemed to include all notes, analyses, compilations,\nstudies, forecasts, interpretations or other documents prepared by the Receiving Party or its Representatives that contain, reflect or are based\nupon, in whole or in part, the information delivered, disclosed or furnished to the Receiving Party or its Representatives pursuant to this\nAgreement. Notwithstanding any other provision of this Agreement, the term Confidential Information will not include information which:\n(i) is or becomes generally available to the public, through no fault of the Receiving Party or its Representatives; provided, however,\nthat specific aspects or details of Confidential Information will not be deemed to be within the public domain, or in the possession of the\nReceiving Party in accordance with Section (b)(ii), merely because the Confidential Information is embraced by more general information\nin the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information will not be\nconsidered in the public domain or in the possession of the Receiving Party in accordance with Section (b)(ii) merely because individual\nelements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and\nits principles are in the public domain or in the possession of the Receiving Party;\n(ii) can be demonstrated by documentation or competent proof to have been in the possession of the Receiving Party before its bein
c6ea3c2b6270e539f43a6907ccc7cf4c.pdf	effective_date jurisdiction party term	Section 1.\nSection 2.\n2.1\nEX-10 .10 6 lwlg_ex10z10.htm FORM OF DIRECTOR'S NON-DISCLOSURE AGREEMENT\nEXHIBIT 10.10\nDIRECTOR’S NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT made as of [_____________], by and between Lightwave Logic, Inc., located at 369\nInverness Parkway, Suite 350, Englewood, CO 80112 (the “Company”); and [___________] (“Director”) whose\naddress is [______________________________] .\nWHEREAS, Company is developing next generation proprietary photonic devices that are based on its advanced\nelectro-optical polymer material systems, which involves the development and utilization of information not generally\nknown in the industry or industries in which the Company is or may become engaged.\nWHEREAS, [the Company desires to appoint the Director as]/[the Director is] a member of the Company’s\nBoard of Directors [and the Director accepts such appointment];\nWHEREAS, in performing his services as a director for Company, Director will necessarily be given access to\n“secret information” (defined below), which will be identified by Company as such; and\nWHEREAS, the use of the secret information by, or its disclosure to, any person or organization other than\nCompany and its employees or Director would be highly detrimental and damaging to Company.\nNOW THEREFORE, with the foregoing recitals being incorporated herein by reference and deemed an\nessential part hereof and in consideration of the mutual promises, covenants and conditions contained herein, the parties\nagree as follows:\nSecret Information\nFor the purposes of this Agreement, “secret information” shall mean information relating to the Company’s\nmethods, concepts, ideas, products, and services which is of a proprietary or confidential nature, whether communicated\norally or in writing, data or sample form, including, without limitation, concepts, techniques, processes, designs, cost\ndata, computer programs, and other know-how that is disclosed to the Director by the Company.\nNondisclosure of Secret Information\nNon-disclosure. Director shall not, without the prior written consent of the Company, disclose such secret\ninformation to any third party, including any third party consultant(s). Further, Director shall only use the secret\ninformation pursuant to and for the purpose of performing his services as a director for Company. The parties\nacknowledge that irreparable injury and damage will result from disclosure of the secret information to unauthorized\nthird parties or from utilization of the secret information for any purpose other than the purposes described herein. Also,\nDirector shall take all reasonable steps to ensure that the secret information in the Director ’s possession remains\nconfidential.\n1\n(a)\n(b)\n(c)\n(d)\n(e)\n2.2\n2.3\nSection 3.\nThe foregoing restrictions shall not be applicable to any information which:\nthe Director can show was previously known to him prior to receipt from the Company, without breach of\nan obligation of confidence to any third party;\nis now, or hereafter, comes into the public domain as, for example, by publications, including issued\nUnited States and foreign patents, or is otherwise legally known or available to the public through sources\nother than the Director;\nis subsequently legally disclosed to the Director by a third party not owing obligations of confidence to\nthe Company, or\nis, or will be, developed independently by the Director solely through his affiliates which have not been\nexposed directly or indirectly to the secret information, or\nthe Director is obligated to produce as a result of a court order or other valid and legally enforceable\nmandate, provided that the Company has been given notice thereof and an opportunity to waive its rights\nor to seek a protective order or other appropriate remedy.\nFor the purposes of this Section 2, disclosures which provide specific detailed information shall not be deemed to\nbe within the foregoing exceptions merely because they are emb
c7012e8f9e3b200fe5f1f379ad0bce4b.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 13 dex99d3.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)\nCONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT is entered into as of March 2, 2010 and is effective upon the date of first disclosure or signing, which ever occurs first,\nbetween Endo Pharmaceuticals Inc., whose main offices are located at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317, for itself and its\nsubsidiaries Endo Pharmaceuticals Solutions Inc. and Endo Pharmaceuticals Valera Inc., each of which shall be bound by this Agreement as if each\nhad separately executed this Agreement, (collectively “Endo”), and HealthTronics, Inc., located at 9825 Spectrum Dr. , Bldg. 3, Austin, TX 78717.\nWHEREAS, the parties hereto, wish to explore a mutually beneficial relationship, and in so doing, may disclose to each other certain non-public\nconfidential and proprietary information pertaining to such possible business relationship, as set forth below.\nNOW THEREFORE, the parties hereto, intending to be legally bound, agree as follows:\n1. For purposes of this Agreement, “Confidential Information” shall mean all non-public and proprietary information that has been or will be\ndisclosed by one party, or one of its affiliates, to the other, or one of its affiliates, whether set forth orally or in writing which may relate to,\namong other things, their respective business interests, technical information, clinical data, product specifications, product development plans\nand ideas, marketing plans and ideas, manufacturing information or business operations.\n2. The parties hereby agree that the following shall not be considered Confidential Information subject to this Agreement:\n(a) information that, prior to the time of disclosure, is in the public domain;\n(b) information that, after disclosure becomes part of the public domain by publication or otherwise, provided that such publication is not\nin violation of this Agreement or, to receiving party’s knowledge, any other confidentiality agreement;\n(c) information that the receiving party can establish in writing was already known to it or was in its possession prior to the time of\ndisclosure and was not acquired, directly or indirectly, from the disclosing party;\n(d) information that the receiving party lawfully received from a third party, provided however, that such third party was not obligated to\nhold such information in confidence;\n(e) information that was independently developed by the receiving party without reference to any Confidential Information as established\nby appropriate documentation; and\n(f) information that the receiving party is compelled to disclose by a court or other tribunal of competent jurisdiction, provided however,\nthat in such case the receiving party shall immediately give as much advance notice as feasible to the disclosing party so that the\ndisclosing party may seek a protective order or other remedy from said court or tribunal. In any event, the receiving party shall\ndisclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed\nand will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said\ncourt or tribunal.\n3. The receiving party shall not use nor disclose to any third party Confidential Information of the disclosing party for any purpose other than for\nthe purposes set forth in this Agreement. The parties hereby agree to hold in strictest confidence any and all Confidential Information disclosed\nby one party to the other under the terms of this Agreement and shall use such information solely for the purpose of evaluating a potential\nbusiness relationship and if a business relationship is consummated, carrying out such business relationship.\n4. The receiving party will not disclose any such Confidential Information to any person other than to its affiliates, employees, agents,\nconsultants, directors and officers that have a need 
c8320bae68768cef9ac921bf62997f05.pdf	effective_date jurisdiction party term	EX-99.D.2 8 d53527dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nNON-DISCLOSURE AGREEMENT\nMay 18, 2015\nCarlyle Investment Management L.L.C .\n520 Madison Avenue\nNew York, NY 10022\nAttention: Andrew Crawford\nDear Sirs:\nCarlyle Investment Management L.L.C . (“Carlyle” or “you” or “your”) has requested certain non-public information regarding Blyth, Inc. (the\n“Company” or “us” or “we”) to explore the possibility of a transaction between you or one or more of your Affiliates and/or designees and the\nCompany (the “Transaction”). As a condition to furnishing such information to you, the Company is requiring you to agree to the following\nprovisions set forth in this Confidentiality Agreement (this “Agreement”).\n1. Certain Definitions. As used in this Agreement:\n(a) “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled\nby or is under common control with such specified Person (provided that your Affiliates shall exclude your portfolio companies). The term\n“control,” when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the\ndirection of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the\nterms “controlling” and “controlled” have correlative meanings.\n(b) “Evaluation Material” means any information or data concerning the Company or any of its subsidiaries, whether in oral or\nwritten form, that is disclosed to you or any of your Representatives by the Company or any of its Representatives in connection with the\nTransaction, together with all notes, memoranda, summaries, analyses, compilations, forecasts, studies, data and other documents and materials\n(in whatever form maintained) relating thereto that are prepared by you or any of your Representatives to the extent that they use or contain any\nsuch information. Notwithstanding the foregoing, “Evaluation Material” does not include information or data that (i) is or was independently\ndeveloped by you or your Representatives without reference to the Evaluation Materials; (ii) is or becomes available to the public, other than as a\nresult of disclosure by you or your Representatives in breach of this Agreement; (iii) is already in your or your Representatives’ possession or\nbecomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, so long as that source\nis not known by you to be bound by a confidentiality agreement with or other obligation prohibiting such disclosure; or (iv) was within your or\nyour Representatives’ possession prior to it being furnished to you or your Representatives by the Company pursuant hereto.\n(c) “Person” means any natural person, business, corporation, company, association, limited liability company, partnership,\nlimited partnership, limited liability partnership, joint venture, business enterprise, trust, governmental authority or other legal entity.\n(d) “Representatives” means, with respect to any Person, such Person’s Affiliates and the respective partners, managing\nmembers, directors, officers, owners, shareholders, co-investors, employees, managers, agents and advisors (including attorneys, accountants,\ninvestment bankers, financial advisors and consultants) of such Person and such Person’s Affiliates, together with any actual or potential sources\nof financing for such Person or its Affiliates.\n2. Confidentiality and Disclosure of Evaluation Material.\n(a) Confidentiality and Use of Evaluation Material. Except as required by law or regulation or as otherwise provided for\nherein, you agree that all Evaluation Material shall be kept confidential and disclosed by you only to those of your Representatives to whom\ndisclosure is needed in order to facilitate your evaluation of the Transaction and 
c860715fa71346ae77f54b5a8ae204bd.pdf	effective_date jurisdiction party term	EX-10.2 3 d403161dex102.htm EX-10.2\nExhibit 10.2\nCORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION\nAND NON-SOLICITATION AGREEMENT\nThis Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer,\nInc., a corporation having its principal headquarters in Warsaw, Indiana, and\n(“Employee”).\nRecitals\nA. For purposes of this Agreement, the term “Company” means Zimmer, Inc. and/or any or each of its affiliates, parents, or direct or\nindirect subsidiaries, as well as any successor-in-interest to Zimmer, Inc. and/or to any of its direct or indirect subsidiaries, affiliates, or parents.\nB. Employee is employed or has been offered employment by Company in an executive and/or high-level managerial capacity in which\nEmployee will have extensive access to trade secrets and confidential information of Company.\nC. Company has offered Employee the grant of certain equity-based awards under an equity incentive plan or program of the Company,\ncontingent upon Employee’s entering into this Agreement.\nAgreement\nNOW, THEREFORE, in consideration of the foregoing recitals, the promises contained herein and other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, Company and Employee agree to be legally bound as follows:\n1. Acknowledgements. Employee acknowledges that Company is engaged in the highly competitive business of the development,\nmanufacture, distribution, and sale of orthopaedic medical, oral rehabilitation, spine and/or trauma devices, products, processes and services, among\nother products and services, and that Employee serves in an executive and/or high-level managerial capacity for Company and in that capacity\nEmployee has and/or will have access to and will gain knowledge of substantial trade secrets and confidential information of Company.\n2. Non-Disclosure and Ownership of Confidential Information. Employee acknowledges that Confidential Information is a valuable,\nspecial, and unique asset of Company, and solely the property of Company, and agrees to the following:\n(a) Confidential Information Defined. The term “Confidential Information” includes, but is not limited to, any and all of Company’s trade\nsecrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other\nthird parties who could derive economic value from its use or disclosure. Confidential Information includes, without limitation, confidential business\nmethods and processes, research and development information, business plans and strategies, marketing plans and strategies, information pertaining\nto current and prospective customers, information pertaining to distributors, pricing information, costing information, non-public financial\ninformation, personnel information, and information about current and prospective products or services, whether or not reduced to writing or other\ntangible medium of expression, including work product created by Employee in rendering services for Company.\n(b) Non-Disclosure of Confidential Information. During Employee’s employment with Company and thereafter, Employee will not disclose,\ntransfer, or use (or seek to induce others to disclose,\ntransfer, or use) any Confidential Information for any purpose other than i) disclosure to authorized employees and agents of Company who are\nbound to maintain the confidentiality of the Confidential Information; and/or ii) for authorized purposes during the course of Employee’s\nemployment in furtherance of Company’s business. Employee’s non-disclosure obligations shall continue as long as the Confidential Information\nremains confidential and shall not apply to information that becomes generally known to the public through no fault or action of Employee.\n(c) Protection of Confidential Information. Employee will notify Company in writing of any circumstances which may c
c94fdb196d2502f60e21793b387023de.pdf	effective_date jurisdiction party term	EX-99.(E)(10) 3 dex99e10.htm CONFIDENTIALITY AGREEMENT - CHAIRMAN LEE\nExhibit (e)(10)\neBay, Inc.\n2145 Hamilton Avenue\nSan Jose, California 95125\nwww.ebay.com\nJanuary 17, 2009\neBay Inc.\n2145 Hamilton Avenue\nSan Jose, CA 95125\nDear Sirs/Madams,\n1. In connection with the potential purchase by eBay Inc. (the “Proposed Investor” or “eBay”) or an Affiliate (as defined below) thereof of shares\nof Gmarket Inc. (“Gmarket”), including from Interpark Corporation (“Interpark”) and Mr. Ki-Hyung Lee (“Mr. Lee” and, together with Interpark,\nthe “Shareholders”), and the potential combination of Gmarket and Internet Auction Co., Ltd. (the foregoing potential transactions being referred to\nas the “Proposed Transaction”), each of the parties hereto may, in its sole discretion, make available to the other parties and their respective\nAffiliates, Staff (as defined below) and Representatives (as defined below), certain Proprietary Information (as defined below) (the party disclosing\nsuch information being referred to as the “Discloser” and the party receiving such information being referred to as the “Recipient”). For the\npurposes of this agreement, “Affiliates” shall mean any person or entity controlling, controlled by or under common control with a relevant party. As\nused in this definition of term “Affiliate,” “controlling” (including the terms “controlled by” and “under common control with”) means the\npossession, directly or indirectly, of the power to direct or cause time direction of the management policies of a person by reason of ownership of\nvoting securities, by contract or otherwise.\n2. “Proprietary Information” of the Discloser shall mean any information, documents or data provided or made available by (or at the direction of)\nthe Discloser or any of its Affiliates (or any of their respective Staff or Representatives) to the Recipient or any of its Affiliates (or any of their\nrespective Staff or Representatives) in any form (whether directly or indirectly and whether written or oral) which the Discloser considers\nproprietary and confidential and/or, if applicable, is proprietary information of the Discloser or any of its Affiliates, and shall include all notes,\nanalyses, compilations, memos, studies, correspondence, documents, data or other records prepared by the Recipient or its Affiliates or their\nrespective Staff or Representatives, which contain, reflect, summarize or are based on, in whole or in part, such Proprietary Information, as well as\ninformation (the “Transaction Information”) concerning: (a) the content of any discussions of the Proposed Transaction between the parties,\nincluding any terms and conditions under review (including any draft Stock Purchase Agreement), (b) the fact that any such discussions are taking\nplace between the parties, or (c) the status of such discussions.\n3. The Recipient hereby undertakes to the Discloser that it will keep the Discloser ’s Proprietary Information confidential, that it will not use the\nDiscloser ’s Proprietary Information other than in connection with its evaluation of the Proposed Transaction, and that it will not directly or indirectly\ndisclose the Discloser’s Proprietary Information, other than as permitted pursuant to this agreement. Each of the parties to this agreement agrees that\nit will keep the Transaction Information confidential and that it will not, directly or indirectly disclose the Transaction Information, other than as\npermitted pursuant to this agreement. The Recipient agrees that it will use the same standard of care and safeguarding of the Discloser’s Proprietary\nInformation as it employs in protecting its own proprietary information which it desires not to disseminate or publish.\n4. The Recipient may disclose the Discloser’s Proprietary Information and the Transaction Information to such of its and its Affiliates’ directors,\nofficers and employees (collectively, the “S
ca73abb1bc8bdd8cdf09d90bb0146cf3.pdf	effective_date jurisdiction party term	EX-10.4 2 dex104.htm CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nEXHIBIT 10.4\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT made as of the 3rd of July 2007 (the “Agreement”), between Orthovita\nInc., a Pennsylvania corporation, with offices at 77 Great Valley Parkway, Malvern, Pennsylvania 19355 (the “Company”) and Maarten Persenaire\n(“Employee”).\nWHEREAS, the Company shall increase the salary and annual bonus opportunity for Employee effective July 3, 2007; and\nNOW THEREFORE, in consideration of such salary and bonus opportunity increase, and the mutual covenants and agreements herein\ncontained, the parties, intending to be legally bound, hereto agree as follows:\n1. Restrictive Covenants\n(a) Non-Competition. During the term of Employee’s employment with the Company, which commenced April 15, 1999 (the “Term”), and for\nthe 9- month period beginning on the date the Employee’s employment terminates, for any reason (the “Restriction Period”), the Employee hereby\nagrees that he will not, without the Company’s express written consent, engage (directly or indirectly) in any employment or business activity which\ndesigns, manufactures, sells, licenses or markets any technologies or competing products of the Company or any of its subsidiaries or affiliates, or\nwould otherwise conflict with the Employee’s employment by the Company. Such products and technologies include those products and\ntechnologies which the Company or any of its subsidiaries or affiliates has developed, manufactured, sold, licensed or marketed or, at the time of\ntermination of Employee’s employment, may be in the process of developing, manufacturing, selling, licensing or marketing.\n(b) Non-Solicitation and Non-Hire of Company Personnel. During the Term and for the Restriction Period, the Employee hereby agrees that he\nwill not, either directly or through others, hire or attempt to hire, any current or former employee of the Company, or solicit or attempt to solicit any\ncurrent or former employee, consultant or independent contractor of the Company to change or terminate his, her or its relationship with the\nCompany or otherwise to become an employee for or of any other person or business entity, unless more than twelve months shall have elapsed\nbetween the last day of such person’s employment or service with the Company and the first date of such solicitation or hiring or attempt to solicit or\nhire.\n(c) Non-Solicitation of Customers. During the Term and for the Restriction Period, the Employee hereby agrees that he will not, either directly,\nthrough others or on behalf of third parties, solicit, divert or appropriate, or attempt to solicit, divert or appropriate any customer or actively sought\nprospective customer of the Company for the purpose of providing such customer or actively sought prospective customer with services or products\ncompetitive with those offered by the Company during the Term.\n(d) Non-Disparagement. Employee agrees that Employee will not disparage the Company, its subsidiaries and parents, and their respective\nofficers, directors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any\npublic statement reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, directors, employees, and agents,\nand its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including any matters relating to the\noperation or management of the Company, irrespective of the truthfulness or falsity of such statement.\n(e) Proprietary Information. At all times during the Term and at all times thereafter, the Employee will hold in strictest confidence and will not\ndisclose, use, lecture upon or publish any of the Company’s Proprietary Information (as defined below), except as such disclosure, use or publication\nmay be req
cb5b1968caa6b9a951412311bca77a9f.pdf	effective_date jurisdiction party term	EX-10.35 4 a2206536zex-10_35.htm EX-10.35\nExhibit 10.35\nEMPLOYEE NON-DISCLOSURE, NON-COMPETITION & INVENTIONS AGREEMENT\nThis Agreement made and entered into in Cambridge, Massachusetts, by Jeffrey M. Leiden, M.D., Ph.D . (the “Executive”) and Vertex\nPharmaceuticals Incorporated (the “Company”), effective as of the Executive’s first day of employment with the Company, on the 14 day of\nDecember, 2011.\nWHEREAS, the Employee acknowledges the importance to Vertex Pharmaceuticals Incorporated (the “Company”) and its Affiliates (as\nhereafter defined) of protecting the valuable Confidential Information (as hereafter defined) and goodwill that they have developed or acquired\nand their other legitimate interests.\nNOW, THEREFORE, in consideration of his initial employment with the Company and in consideration of his being granted access to\ntrade secrets and other confidential information of the Company and its Affiliates and for other good and valuable consideration, the receipt and\nsufficiency of which he hereby acknowledges, the Executive hereby agrees with the Company as follows:\n1.\nConfidentiality. The Executive acknowledges that the Company and its Affiliates continually develop Confidential\nInformation; that the Executive may develop Confidential Information for the Company and its Affiliates; and that the Executive has learned and\nwill continue to learn of Confidential Information while serving as a member of the board of directors of the Company (the “Board”) and will\nlearn of Confidential Information hereafter during the course of employment with the Company. The Executive shall comply with the policies\nand procedures of the Company for protecting Confidential Information and shall not disclose to any Person (as hereafter defined) or use, other\nthan as required for the proper performance of his duties and responsibilities to the Company and its Affiliates, or as required by applicable law\nafter notice to the Company and a reasonable opportunity for the Company to seek protection of the Confidential Information prior to disclosure,\nany Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its\nAffiliates. The Executive understands and agrees that these restrictions shall continue to apply after his employment with the Company\nterminates, regardless of the reason for such termination. The confidentiality obligation under this Section 1 shall not apply to information that is\ngenerally known or readily available to the public at the time of disclosure to the Executive or that becomes generally known or readily available\nto the public thereafter through no wrongful act on the part of the Executive or any other Person having an obligation of confidentiality to the\nCompany or any of its Affiliates.\n2.\nReturn of Company Property. All documents, records, tapes and other media of every kind and description relating to the\nbusiness, present or otherwise, of the Company or any of its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or\nnot prepared by the Executive, shall be the sole and exclusive property of the Company and its Affiliates. The Executive shall safeguard all\nDocuments and shall surrender to the Company at\nthe time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents and all other\nproperty of the Company and its Affiliates then in the Executive’s possession or control.\n3.\nAssignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose to the Company all\nIntellectual Property (as defined in Section 8 hereof). The Executive hereby assigns and agrees to assign to the Company (or as otherwise\ndirected by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and\nall applications for domestic and foreign patents, cop
cbbcc01ea9cfa4ec8bfa27f0f9f71088.pdf	effective_date jurisdiction party term	EX-10.9 3 d210918dex109.htm FORM OF INVENTION, NON-DISCLOSURE, NON-COMPETITION AND NON-\nSOLICITATION AGREEMENT\nExhibit 10.9\nLOGO\nThe following is the form of Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement entered into by new and existing\nemployees of The First Marblehead Corporation (“FMD”) and its subsidiary, Tuition Management Systems LLC (“TMS”). There are variations in\nthe provisions of this agreement based upon an employee’s position at FMD or TMS, as applicable; accordingly, those differences have been\nidentified in brackets and referenced in the accompanying footnotes.\nINVENTION, NON-DISCLOSURE, [NON-COMPETITION] AND NON-SOLICITATION AGREEMENT\nThis Agreement is made this\nday of\n, 2011 between The First Marblehead Corporation, a Delaware corporation (hereinafter\nreferred to collectively with its direct and indirect subsidiaries and affiliates as the “Company”), and\n(the “Employee”). [For the avoidance of doubt, references to the Company in this Agreement include FM Systems\nLLC (d/b/a Tuition Management Systems LLC), except where the context otherwise requires.]\nIn consideration of the [initial and] continued employment of the Employee by the Company, and [consideration to be received by Employee] , the\nreceipt and sufficiency of which is hereby acknowledged by the Employee, the Company and the Employee agree as follows:\n1. Confidential Information\na) The Employee agrees that his or her employment with the Company has created a relationship of trust and confidence between the Employee\nand the Company, and the protection of the Company’s proprietary and Confidential Information (as defined in Section 1(b) below) and its\ngoodwill is critical to the Company’s survival and success. The Employee further represents and agrees that he/she (i) has held and will hold\nall Confidential Information in strict trust and confidence, and (ii) has not disclosed or used, and will not disclose or use at any time, any\nConfidential Information without the prior written consent of an authorized officer of the Company, except to the extent necessary in the\nordinary course of performing his/her duties as an employee of the Company and solely in furtherance of the interests of the Company.\nb) For purposes of this Agreement, the term “Confidential Information” means all information, knowledge or data, in any form or media,\nbelonging or relating to the Company (including securitization trusts) or former or current clients of the Company, which is of value to the\nCompany and the disclosure of which could result in competitive or other disadvantage to the Company. Confidential Information is and shall\nbe the exclusive property of the Company and includes, but is not limited to: (i) the Company’s documents, records, communications, reports,\nforecasts, projections, product and service specifications, statistical models, formulae and\nApplicable exclusively to agreements entered into by non-staff level employees of FMD and TMS.\nApplicable exclusively to agreements entered into by new and existing employees of TMS.\nApplicable exclusively to agreements entered into by new employees of FMD and TMS.\nProvision reflects consideration specific to each employee’s individual agreement with FMD.\n-1-\n1\n2\n3\n4\n1\n2\n3\n4\nalgorithms, tools, designs, pricing methods and policies, processes, methods of operation, techniques, arrangements, procedures, current and\nplanned distribution methods and processes, strategic initiatives, business opportunities and strategies, creative plans and strategies, personnel\ninformation, policies, trade secrets, ideas, concepts, know-how, intangible rights, inventions, research and development, source code, systems,\narchitecture, computer programs and database technologies; (ii) information belonging or relating to the Company’s former or current\ncustomers, clients, service providers, consultants and other business relations, including the existence or stat
ccb7eab370b2a5ba987a2881da548e2b.pdf	effective_date jurisdiction party term	EX-99.D.2 13 d73402dex99d2.htm EXHIBIT (D)(2)\nExhibit (d)(2)\nAOL INC.\nCONFIDENTIAL NON-DISCLOSURE AGREEMENT\nEffective Date: January 16, 2015\nIn order to induce the parties hereto to disclose certain\nConfidential Information (as described below) and to protect such\nConfidential Information, AOL Inc., with offices at 22000 AOL Way,\nDulles, Virginia 20166 (“AOL”) and Millennial Media Inc. with\noffices at COMPANY ADDRESS (the “Company”) hereby agree as\nfollows:\n1. Disclosing Party: AOL and the Company are sometimes\nreferred to herein separately as a “Party” and together as the\n“Parties.” The Party disclosing Confidential Information is\nsometimes referred to herein as “Discloser” and the Party in receipt\nof such Confidential Information is sometimes referred to herein as\n“Recipient.”\n2. Primary Representative: Each Party’s representative for\ncoordinating disclosure or receipt of Confidential Information is:\n(i) AOL: Mark Roszkowski, Senior Vice President, AOL Inc., 770\nBroadway, New York, NY 10003; and (ii) the Company: CONTACT\nNAME, CONTACT’S TITLE, Millennial Media Inc., COMPANY\nADDRESS.\n3. Description of Confidential Information: For purposes of\nthis Confidential Non-Disclosure Agreement (“Agreement”),\n“Confidential Information” means any information which is disclosed\nduring the Term (as defined below) and which (i) is or should be\nreasonably understood to be confidential or proprietary to Discloser\nor its Affiliates (as defined below) (such information may include\nwithout limitation information concerning Discloser’s business,\nproducts, services, content, finances, subscribers, users, tools, source\ncode, product designs and plans, customer lists and other marketing\nand technical information, the terms and existence of this Agreement,\nand other unpublished information) or (ii) is so designated by\nDiscloser by prominently marking it with a “confidential,”\n“proprietary” or similar legend. “Affiliate(s)” shall mean an entity\ncontrolling, controlled by or under common control with a Party.\n4. Use of Confidential Information: Recipient shall make use\nof the Confidential Information only for the purpose of discussing\nand evaluating a possible business relationship between the Parties\n(the “Transaction”), described more fully as follows: an investment in\nand/or acquisition of the Company by AOL. During the Term of this\nAgreement, neither Party shall disclose the existence or nature of this\nAgreement or the Transaction to any third party without the other\nParty’s prior written consent.\n5. Term: This Agreement shall terminate six (6) months after\nthe Effective Date (the “Term”), however Recipient’s obligations to\nprotect Confidential Information shall survive for two (2) years after\ntermination.\n6. Standard of Care: Recipient shall not use Confidential\nInformation for any purpose other than the intended use set forth in\nparagraph 4 above, and shall not disclose, disseminate or otherwise\npublish or communicate Confidential Information of the other Party\nto any person, firm, corporation or other third party without the prior\nwritten consent of Discloser, except to Recipient’s employees,\nconsultants, Affiliates and representatives who have a need to know,\nwho have been informed of Recipient’s obligations hereunder, and\nwho have previously agreed (e.g ., as a condition of their employment\nor agency) to be bound by terms regarding the protection of\nconfidential information that are substantially similar to those of this\nAgreement and which would extend to Discloser’s Confidential\nInformation. Recipient agrees to use the same degree of care that it\nuses to protect its own confidential information of a like nature from\nunauthorized disclosure, but in no event less than a reasonable degree\nof care.\n7. Exclusions: This Agreement imposes no obligation upon\nRecipient with respect to information that: (i) was in Recipient’s\npossessi
ccbc824d314554aa3413b07bef70618d.pdf	effective_date jurisdiction party term	EX-10.01 2 dex1001.htm LETTER AGREEMENT, AND CONFIDENTIALITY AND BUSINESS PROTECTION\nAGREEMENT\nExhibit 10.01\n[Cardinal Health Letterhead]\nNovember 8, 2006\nMark Parrish\nCardinal Health\n7000 Cardinal Place\nDublin, OH 43017\nDear Mark:\nIt is with great pleasure that I confirm in writing your promotion and the terms of your employment in your new position with Cardinal Health, Inc.\n(the “Company” or “Cardinal Health”). This letter will replace your existing employment agreement dated September 2, 2005, which you agree will\nno longer apply:\n1. Your new position will be CEO Healthcare Supply Chain Services. In this position, you will be reporting directly to me. During your\nemployment, you will also serve on the Executive Leadership Team of Cardinal Health. The effective date of your appointment to this\nposition is November 8, 2006.\n2. Your annual base salary will be $700,000.00, and your cash compensation profile will be reviewed at regular annual intervals by the\nHuman Resources and Compensation Committee of the Board of Directors (Compensation Committee), along with all other officers of\nCardinal Health.\n3. You will continue to participate in our Management Incentive Plan (MIP). Your target annual incentive will be 100% of your base salary.\nYour base salary and incentive for the remainder of fiscal year 2007 (ending June 30, 2007) will be ratably adjusted to reflect the\ncompensation of your new position.\n4. You will also continue to participate in the Long-Term Incentive Cash Program for Fiscal Years 2006 – FY2008 (LTICP). Your target\nopportunity in the LTICP is your cumulative MIP payouts during the performance period.\n5. Upon appointment to your new position, you will receive an award of 35,000 Cardinal Health stock options along with an award of\n5,000 Cardinal Health restricted share units (RSUs). These and the equity grants made in August 2006 will represent your fiscal year\n2007 awards. Your additional award of 35,000 stock options will vest in annual installments of 25% on each of the first four\nanniversaries of the grant date. The additional award of 5,000 restricted share units will vest in annual installments of 33.33% on each of\nthe first three anniversaries of the grant date. The grant date of these awards will be November 15, 2006. You will be eligible for the next\nregular annual award of stock or stock options in fiscal year 2008. Standard terms and conditions will apply to these equity awards. The\nRSUs awarded pursuant to this Paragraph 5 will also be subject to deferred payment if you so elect on the enclosed election form.\nMark Parrish\nNovember 8, 2006\nPage 2\n6. Upon appointment to your new position, you will also be awarded a special equity award of 35,000 Cardinal Health restricted share\nunits. This special award of RSUs will vest in full on the third anniversary of the grant date. If you are terminated without cause or if you\nterminate with “good reason” (as defined in paragraph 8 below), RSUs granted under this special equity award will vest in full on the\ndate of such termination. The grant date of this award will also be November 15, 2006. Other than the special vesting provision\ndescribed above, standard terms and conditions will apply to the special equity award. 30,000 of the RSUs under this special equity\naward will also be subject to deferred payment until 6 months after your separation from employment with the Company.\n7. You will continue to be eligible to participate in and receive benefits under other Cardinal Health employee benefit plans and programs\n(e.g., plans and programs that provide medical, life insurance and other welfare and retirement benefits as well as the Company’s\nsavings, employee stock purchase and deferred compensation plans) to the same extent as, and on the same terms and conditions as,\nother similarly situated executives of the Company.\n8. If your employment is terminated by the Company without cause, or if you voluntarily terminate your 
cf34c9403e0092eca75ed9fc61284268.pdf	effective_date jurisdiction party term	EX1A-6 MAT CTRCT 10 filename10.htm\nExhibit 1A-6D\nAMERICAN HOMEOWNER PRESERVATION\nINVENTION, NON-DISCLOSURE, AND NON-COMPETITION AGREEMENT\nThis is an Agreement, entered into on January 15, 2018, by and among DeAnn O'Donovan ("Executive"), AHP Servicing, LLC\n("Servicing"), and AHP Capital Management, LLC ("Capital Management"), Servicing and Capital Management are sometimes referred to as\n"the Companies") in this Agreement.\nBackground\nI.\nExecutive renders services to the Companies pursuant to an Executive Employment Agreement (the "Employment Agreement").\nII.\nThe parties wish to set forth certain restrictions concerning confidential information, inventions, and competition.\nNOW, THEREFORE, intending to be legally bound and acknowledging the receipt of adequate consideration, the parties hereby agree as\nfollows:\n1. Confidential Information.\n1.1 Defined. For purposes of this Agreement, "Confidential Information" means all information not generally known to the public or in\nthe mortgage industry, in spoken, printed, electronic or any other form or medium, relating to the Companies or their businesses.\nConfidential Information includes, but is not limited to, processes, methods, policies, plans, documents, strategies, agreements, transactions,\nnegotiations, know-how, trade secrets, computer software, applications, databases, manuals, records, supplier information, vendor\ninformation, financial information, accounting records, legal information, pricing information, credit information, personnel information,\nsecurity procedures, market studies, sales information, inventions, and customer information. Executive understands that the above list is not\nexhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or\nproprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which\nthe information is known or used. Executive further understands that Confidential Information includes information developed by her in the\ncourse of her employment that meets the definition of Confidential Information set forth above. Notwithstanding the foregoing, Confidential\nInformation shall not include information that is generally available to and known by the public or in the mortgage industry, provided that\nthe disclosure of such information to the public or the mortgage industry was not the result of direct or indirect action of Executive (or one\nor more person(s) acting on Executive's behalf) in violation of Executive's obligations pursuant to this Agreement.\n1.2\nDisclosure and Use Restrictions. Executive shall (i) treat all Confidential Information as strictly confidential; (ii) not directly or\nindirectly disclose Confidential Information, or allow it to be disclosed, except as required or deemed appropriate by Executive in her\nreasonable discretion in the performance of Executive's duties for the Companies; and (iii) not access or use any Confidential Information,\nand not copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such\ndocuments, records, files, media, or other resources from the premises or control of the Companies, except as required or deemed\nappropriate by Executive in her reasonable discretion in the performance of Executive's duties for the Companies. The preceding sentence\nshall not prohibit Executive from disclosing Confidential Information as required by applicable law or regulation, or pursuant to the valid\norder of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of\ndisclosure required by such law, regulation, or order and, to the extent permitted by applicable law, Executive gives the Companies prompt\nnotice of such requirement.\n1.3 Ownership of Property. All files, letters, memoranda, reports, records, data, sketches, drawi
cf7220567752eec2fddcd50c7ca827cb.pdf	effective_date jurisdiction party term	EX-10.5 13 dex105.htm FORM OF AT-WILL EMPLOYEMENT, CONFIDENTIAL INFORMATION, INVENTION\nASSIGNMENT...\nEXHIBIT 10.5\nACOLOGIX, INC.\nAT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,\nINVENTION ASSIGNMENT,\nAND ARBITRATION AGREEMENT\nAs a condition of my employment with Acologix, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in\nconsideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the\nfollowing:\n1. At-Will Employment. I understand and acknowledge that my employment with the Company is for an unspecified duration and\nconstitutes “at-will” employment. I also understand that any representation to the contrary is unauthorized and not valid unless obtained in writing\nand signed by the President of the Company. I acknowledge that this employment relationship may be terminated at any time, with or without good\ncause or for any or no cause, at the option either of the Company or myself, with or without notice.\n2. Confidential Information.\n(a) Company Information. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and\nnot to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Board\nof Directors of the Company, any Confidential Information of the Company, except under a non-disclosure agreement duly authorized and\nexecuted by the Company. I understand that “Confidential Information” means any non-public information that relates to the actual or\nanticipated business or research and development of the Company, technical data, trade secrets or know-how, including, but not limited to,\nresearch, product plans or other information regarding Company’s products or services and markets therefor, customer lists and customers\n(including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my\nemployment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware\nconfiguration information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly, in\nwriting, orally or by drawings or observation of parts or equipment. I further understand that Confidential Information does not include any of\nthe foregoing items which have become publicly known and made generally available through no wrongful act of mine or of others who were\nunder confidentiality obligations as to the item or items involved or improvements or new versions thereof.\n(b) Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any\nproprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the\npremises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless\nconsented to in writing by such employer, person or entity.\n(c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their\nconfidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it\nonly for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose\nit to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company’s\nagreement with such third party.\n3. Inventions.\n(a) Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, original works of\nauthorship, developments, improvements, and trade secrets which were made by me prior to my employm
cfbc84fec6483fdaedb028c54380609d.pdf	effective_date jurisdiction party term	EX-99.(E)(3) 3 d832000dex99e3.htm EX-99.(E)(3)\nExhibit (e)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin\nPharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a\nNetherlands corporation with offices at J.H. Oortweg 21, 2333 CH, Leiden, The Netherlands. (“Prosensa”). Each of BioMarin and Prosensa may\nbe referred to herein as a “Party” or collectively as the “Parties.”\nWHEREAS, the Parties, for their mutual benefit, desire to disclose certain confidential information to one another in order to evaluate a\npotential business or collaborative relationship. (In the capacity of disclosing information, each Party is referred to as the “Disclosing Party”,\nand in the capacity of receiving information, each party is referred to as the “Receiving Party”.)\nNOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties agree as follows:\n1. Purpose. The Parties have entered into this Agreement to facilitate the transfer of information between them and/or one or more of their\nAffiliates in order for the Parties to evaluate whether or not to pursue a potential business opportunity or collaboration with respect to the\ndevelopment and commercialization of Prosensa’s products including, but not limited to, Drisapersen (the “Purpose”), and solely for that\nPurpose, the Parties have disclosed or may disclose to each other information that is proprietary and/or confidential to the Disclosing Party which\nit desires be treated as confidential. For purposes of this Agreement, with respect to a Party, “Affiliate” shall mean a company controlled by,\nunder the control of, or in common control with such Party.\n2. Confidential Information. As used herein, “Confidential Information” shall mean any and all technical and non-technical information\npreviously, presently, or subsequently disclosed or provided by Disclosing Party and/or one or more of its Affiliates to Receiving Party and/or\none or more of its Affiliates in written, oral or electronic form. Confidential Information will be deemed to include, without limitation:\n(a) any technology, inventions, products, chemical compounds and compositions, formulations, molecules, precursors, methods, concepts,\nideas, plans, processes, specifications, characteristics, techniques, know-how and assays; clinical information such as raw data, scientific\npreclinical or clinical data, observations, records, databases, dosing regimes, clinical studies or protocols, posters, presentations and abstracts,\nproduct pipelines, timelines and schedules; business information such as development, marketing, sales, pricing and commercialization plans,\nforecasts, proposals, customer lists, suppliers, consulting relationships, operating, performance and cost structures, and any other non-public\ninformation or other trade secrets, whether scientific, clinical or financial in nature, relating directly or indirectly to the business of the Disclosing\nParty; and\n(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been\nprepared by or for the Receiving Party and that contains, reflects, interprets or is based directly or indirectly upon any information of the type\nreferred to in Section 2(a) above;\nLOGO\n(c) the existence and terms of this Agreement, and the fact that information of the type referred to in Section 2(a) above has been made\navailable to the Receiving Party; and\n(d) the fact that discussions or negotiations are or may be taking place with respect to a possible transaction involving the Parties, and the\nproposed terms of any such transaction.\n3. Term. The term of this Agreement commences on the Effective Date and ends on the date one (1) year thereafter. Recei
d022d8bf8c1c63e1e018ce081404b552.pdf	effective_date jurisdiction party term	EX-2.28 17 dex228.htm MASTER CONFIDENTIAL DISCLOSURE AGREEMENT\nExhibit 2.28\nMASTER CONFIDENTIAL DISCLOSURE AGREEMENT\nbetween\nPALM, INC.\nand\nPALMSOURCE, INC.\nEffective as of December 3, 2001\nTABLE OF CONTENTS\nPage\nARTICLE 1 DEFINITIONS\n1\n1.1\nANCILLARY AGREEMENTS\n1\n1.2\nBUSINESS SERVICES AGREEMENT\n1\n1.3\nCONFIDENTIAL INFORMATION\n1\n1.4\nCONFIDENTIALITY PERIOD\n2\n1.5\nDISCLOSING PARTY\n2\n1.6\nHIGHLY CONFIDENTIAL INFORMATION\n2\n1.7\nMASTER SEPARATION AGREEMENT\n2\n1.8\nPERSON\n3\n1.9\nRECEIVING PARTY\n3\n1.10\nSEPARATION DATE\n3\n1.11\nSUBSIDIARY\n3\n1.12\nTHIRD PARTY\n3\n1.13\nTRANSACTION AGREEMENTS\n3\nARTICLE 2 CONFIDENTIALITY\n3\n2.1\nCONFIDENTIALITY AND NON-USE OBLIGATIONS\n3\n2.2\nDISCLOSURE TO SUBLICENSEES\n4\n2.3\nCONTRACT MANUFACTURERS\n4\n2.4\nRESIDUALS\n4\n2.5\nCOMPELLED DISCLOSURE\n4\n2.6\nNO RESTRICTION ON DISCLOSING PARTY\n4\n2.7\nNO RESTRICTION ON REASSIGNMENT\n4\n2.8\nTHIRD PARTY RESTRICTIONS\n4\nARTICLE 3 WARRANTY DISCLAIMER\n5\nARTICLE 4 CONFIDENTIALITY OF AGREEMENT\n5\nARTICLE 5 TERM AND TERMINATION\n5\n5.1\nTERM\n5\n5.2\nSURVIVAL\n6\nARTICLE 6 DISPUTE RESOLUTION\n6\n6.1\nMEDIATION\n6\n6.2\nARBITRATION\n6\n6.3\nCOURT ACTION\n6\n6.4\nCONTINUITY OF SERVICE AND PERFORMANCE\n7\n6.5\nRESOLUTION BY PALMSOURCE COMMITTEE\n7\n-i-\nTABLE OF CONTENTS\n(Continued)\nPage\nARTICLE 7 MISCELLANEOUS PROVISIONS\n7\n7.1\nEXPORT RESTRICTIONS\n7\n7.2\nNO IMPLIED LICENSES\n7\n7.3\nINFRINGEMENT SUITS\n7\n7.4\nNO OTHER OBLIGATIONS\n8\n7.5\nENTIRE AGREEMENT\n8\n7.6\nGOVERNING LAW\n8\n7.7\nDESCRIPTIVE HEADINGS\n8\n7.8\nNOTICES\n8\n7.9\nNONASSIGNABILITY\n9\n7.10\nSEVERABILITY\n9\n7.11\nFAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE\n9\n7.12\nAMENDMENT\n9\n7.13\nCOUNTERPARTS\n9\n- ii-\nMASTER CONFIDENTIAL DISCLOSURE AGREEMENT\nThis Master Confidential Disclosure Agreement (the “Agreement”) is executed on May 9, 2002 and made effective as of December 3, 2001\n(the “Effective Date”), between Palm, Inc., a Delaware corporation (“Palm”), having an office at 5470 Great America Parkway, Santa Clara,\nCalifornia, 95054 and PalmSource, Inc., a Delaware corporation (“PalmSource”), having an office at 5470 Great America Parkway, Santa Clara,\nCalifornia, 95054.\nRECITALS\nWHEREAS, the Board of Directors of Palm has determined that it is in the best interest of Palm and its stockholders to separate Palm’s\nexisting businesses into two independent businesses and have the current business of the Palm platform solutions group conducted through a wholly-\nowned subsidiary;\nWHEREAS, as part of the foregoing, Palm and have entered into a Master Separation Agreement (as defined below), which provides for,\namong other things, the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing; and\nWHEREAS, also as part of the foregoing, the parties further desire to enter into this Agreement to provide for the protection of their\nConfidential Information (as defined below).\nNOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and\nbetween the parties as follows:\nARTICLE 1\nDEFINITIONS\nFor the purpose of this Agreement the following capitalized terms are defined in this Article 1 and shall have the meaning specified herein:\n1.1 ANCILLARY AGREEMENTS . “Ancillary Agreements” means the items and agreements listed in Section 2.1 of the Master Separation\nAgreement and all agreements and documents contemplated by such agreements.\n1.2 BUSINESS SERVICES AGREEMENT. “Business Services Agreement” means that certain Business Services Agreement between Palm\nand PalmSource.\n1.3 CONFIDENTIAL INFORMATION\n(a) “Confidential Information” means business information, technical data, know-how and other information which is not otherwise in\nthe public domain and of which the owner actively undertakes to restrict or control the disclosure to Third Parties in a manner reasonably\nintended to maintain its confidentialit
d057b548c04b38628cef0a3c655f4557.pdf	effective_date jurisdiction party term	EX-10 2 exhibit101.txt EXHIBIT 10.1 PARKER EXHIBIT 10.1 AMENDED AND RESTATED COVENANT NOT TO\nCOMPETE AND NON-DISCLOSURE AGREEMENT PARTIES: Mark G. Parker (Employee) NIKE, Inc., and its\nparent, divisions, subsidiaries and affiliates (NIKE) DATE: July 24, 2008 RECITALS: A. Employee and NIKE are\nparties to a Covenant Not to Compete and Non-Disclosure Agreement dated as of February 28, 2006 (the "Prior\nAgreement"). The Prior Agreement was executed upon the Employee's advancement to the position of President and\nChief Executive Officer of NIKE and was a condition of such advancement. In order to comply with the provisions of\nSection 409A of the Internal Revenue Code of 1986 and thereby avoid the tax penalties to Employee that would result\nfrom failure to comply, Employee and NIKE wish to amend and restate the Prior Agreement in the form of this Amended\nand Restated Covenant Not to Compete and Non-Disclosure Agreement (the "Amended and Restated Agreement"). As\nmore fully described in paragraph 8.5 below, Employee agrees that the Prior Agreement remains in full force and effect\nand was entered into upon a bona fide advancement. B. Over the course of Employee's employment with NIKE,\nEmployee will be or has been exposed to and is in a position to develop confidential information peculiar to NIKE's\nbusiness and not generally known to the public as defined below ("Protected Information"). It is anticipated that\nEmployee will continue to be exposed to Protected Information of greater sensitivity as Employee advances in the\ncompany. C. The nature of NIKE's business is highly competitive and disclosure of any Protected Information would\nresult in severe damage to NIKE and be difficult to measure. D . NIKE makes use of its Protected Information throughout\nthe world. Protected Information of NIKE can be used to NIKE's detriment anywhere in the world. AGREEMENT: In\nconsideration of the foregoing, and the terms and conditions set forth below, the parties agree as follows: 1. Covenant\nNot to Compete. _______________________ 1.1 Competition Restriction. During Employee's employment by\n_______________________\nNIKE, under the terms of any employment contract or otherwise, and for twenty-four (24)\nmonths thereafter, (the "Restriction Period"), Employee will not directly or indirectly, own, manage, control, or\nparticipate in the ownership, management or control of, or be employed by, consult for, or be connected in any manner\nwith, any business engaged anywhere in the world in the athletic footwear, athletic apparel or sports equipment and\naccessories business, or any other business which directly competes with NIKE or any of its parent, subsidiaries or\naffiliated corporations ("Competitor"). By way of illustration only, examples of NIKE competitors include but are not\nlimited to: Adidas, FILA, Reebok, Puma, Asics, Saucony, New Balance, Skechers, KSwiss, Merrell, Timberland,\nChampion, Russell, Oakley, DKNY, Ralph Lauren/Polo Sport, B.U.M ., FUBU, The Gap, Tommy Hilfiger, Umbro, The\nNorth Face, Foot Locker, The Sports Authority, Finish Line, Columbia Sportswear, Wilson, Mizuno, Callaway Golf,\nAcushnet, and Taylor Made. This provision is subject to NIKE's option to waive all or any portion of the Restriction\nPeriod as more specifically provided below. 1.2 Extension of Time. In the event that Employee breaches this\n_________________\ncovenant not to compete, the Restriction Period shall automatically toll from the date of the first\nbreach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other action,\nincluding all appeals. The Restriction Period shall continue upon the effective date of any such settlement, judicial or\nother resolution. NIKE shall not be obligated to pay Employee the additional compensation described in paragraph 1.4\nbelow for any period of time in which this Amended and Restated Agreement is tolled due to Employee's breach. In the\nevent Employee receives such addi
d2cedafb5d6fc0a7a2f4693f652606ef.pdf	effective_date jurisdiction party term	EX-10 .5 8 v374814_ex10-5 .htm EXHIBIT 10.5\nCONFIDENTIAL SALES REPRESENTATION AND\nNON-CIRCUMVENTION/NON-DISCLOSURE AGREEMENT\nThis Agreement (“Agreement”), dated April 7, 2014, will constitute a Sales Representation, Non-Circumvention and Non-Disclosure Agreement\nby and between Integrated Drilling Equipment Holdings Corp. (“IDE”) (hereinafter referred to as “Company”) and Offshore and Marine\nHoldings LLC (the “Representative”).\nRECITALS:\nWHEREAS, Company designs, manufactures, sells and/or leases oil and gas drilling rigs and related equipment; and\nWHEREAS, the Representative is the former Chief Executive Officer of Company, a member of the board of directors of the Company and\ncurrently assists in the marketing and sale of drilling equipment; and\nWHEREAS, the Company wishes to appoint and the Representative agrees to accept appointment as an independent sales and marketing\nconsultant for all products and services manufactured or otherwise provided by the Company; and\nWHEREAS, each Party is willing to furnish Confidential Information (as defined below) to the other Party in connection with and subject to the\nterms and conditions of this Agreement; and\nWHEREAS, in order to facilitate the Company’s business in the Areas covered by this Agreement, Representative is willing to introduce\nCompany to the customers;\nNOW, THEREFORE, for and in consideration of the foregoing and the covenants and agreements set forth in this Agreement, the Parties,\nintending to be legally bound, do hereby agree as follows:.\n1. Products covered by the Agreement (“Products”).\nA. Complete drilling rig packages and systems.\nB. Drilling rig component products manufactured by the Company including, but not limited to, Mast, Drawworks, Substructures,\nMud Pumps, Rotary Tables, SCR Drive Systems, AC VFD Systems, Equipment Installations, Fabrication, and other products and\nservices provided and manufactured by the Company.\n2. Areas covered by the Agreement (“Area”).\nA. Representative will have non-exclusive rights for the Area defined in Appendix A of this Agreement, except for specific accounts\nor areas specifically excluded by the Company which may be added or subtracted from Appendix A from time to time by the\nCompany in its sole discretion. Any exceptions or exclusions will be identified by the Company and notified to the Representative\nin writing. However, any specific projects or sales opportunities introduced by the Representative to the Company will become the\nexclusive property of the Representative until cancelled by mutual agreement of Representative and Company.\nB. Conflicts. In areas that may be assigned to and covered by a different representative, the Company will attempt to advise the\nRepresentative of any potential conflict and reduce potential conflicts.\n3. Services.\nThe Representative and Company agree that the Services are to be performed by the Representative acting solely as an independent\ncontractor on behalf of the Company. The parties agree that the Representative will provide the following minimum Services for the\nCompany, all at the direction and request of the Company:\nA. Obtain information relating to the requirements of customers for the Company’s Products.\nB. Advise, assist and consult with the Company in the proper preparation and submittal of Company’s response to any tenders or other requests\nfor the sale or lease of Products.\nC. Advise, assist and consult with the Company with respect to negotiations relating to the award of a contract for the purchase or lease of\nProducts.\nD. Provide general advice and counsel as well as specific assistance pertaining to local matters which would affect the execution of the contract,\naward and performance of the work relating to the contract.\nE. Assist the Company, to the extent possible, with help in order to Secure necessary permits, bonds and guarantees including, but not limited\nto, customs, importation and exportation permits for the Pro
d50b5f4cf1b059aed9adb4d3d8953d84.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 9 dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nPARALLEL PETROLEUM CORPORATION\n1004 N. Big Spring, Suite 400\nMidland, Texas 79701\nTelephone (432) 684-3727\nFax (432) 685-6572\nJune 30, 2009\nSTRICTLY CONFIDENTIAL\nApollo Management VII, L.P.\n9 West 57 Street, 43 Floor\nNew York, New York 10019\nAttention: Sam Oh\nLadies and Gentlemen:\nIn connection with the consideration of a possible transaction (the “Transaction”) between Parallel Petroleum Corporation, a Delaware\ncorporation (the “Company”), and Apollo Management VII, L.P. (“Buyer”), the Company and Buyer acknowledge that the Company may make\navailable to Buyer from time to time certain information concerning the Company’s business, financial condition, operations, assets and liabilities,\nwhether prepared by the Company, its advisors or otherwise. As a condition to entering into any discussions relating to the Transaction, Buyer agrees\nto comply with its obligations hereunder and to take or abstain from taking certain other actions as hereinafter set forth.\n1. Evaluation Material; Non-Disclosure Obligation and Use Restriction. The term “Evaluation Material” shall mean all information, data\nand analysis furnished by the Company or its Representatives to Buyer or its Representatives relating to the Company or the Transaction, and any\nanalyses, compilations, studies, documents or other material prepared by Buyer or its Representatives containing or based in whole or in part upon\nsuch information, data or analysis, but does not include information, data or analysis that (i) is already in the possession of Buyer or its\nRepresentatives or becomes subsequently available to Buyer or its Representatives on a non-confidential basis from a source not known or\nreasonably suspected by Buyer or its Representatives to be bound by a confidentiality agreement or secrecy obligation to the Company, (ii) is or\nbecomes generally available to or known by the public other than as a result of a breach of this letter agreement by Buyer or its Representatives or\n(iii) has already been or is hereafter independently acquired or developed by Buyer or any of its Representatives without violating any confidentiality\nagreement or secrecy obligation to the Company. “Representatives” shall mean such party’s affiliates and its and their respective, directors, officers,\nemployees, agents, lenders, potential financing sources and advisers (including, without limitation, attorneys, accountants, consultants, bankers and\nfinancial advisors) and representatives of the foregoing. Buyer recognizes and acknowledges the potential competitive value of the Evaluation\nMaterial and the damage that could result from the disclosure thereof to third parties. Accordingly, Buyer agrees that the Evaluation Material will be\nused solely for the purpose of evaluating the Transaction and related actions, and that such information will be kept confidential by Buyer and its\nRepresentatives; provided, however, that (w) such information may be disclosed by Buyer to its Representatives who need to know such information\nfor the purpose of evaluating the Transaction or their participation therein (it being understood that such Representatives shall be informed of the\nconfidential nature of the information), (x) it shall not constitute a breach of this letter agreement if any disclosure of such information is made with\nthe Company’s prior written consent, (y) it shall not constitute a breach of this letter agreement for Buyer or its Representatives to disclose such\ninformation to the extent that Buyer believes, based on the advice of counsel, that it is legally required to disclose such information in order to avoid\ncommitting a violation of any law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national\nsecurities quotation system, provided that, to the extent permitted by law or regulation, Buyer provides notice to the Comp
d6d3a5dbe3bd0ccb09d24e59162efca4.pdf	effective_date jurisdiction party term	EX-10 .5 6 exh_105.htm EXHIBIT 10.5\nExhibit 10.5\nNON-DISCLOSURE AGREEMENT\nThe undersigned (the “Director”), being a director and co-portfolio manager of Harbert Discovery Fund GP, LLC, the General Partner of Harbert\nDiscovery Fund LP (collectively with Harbert Fund Advisors, Inc. and Harbert Management Corporation (“Harbert”) and a member of the Board\nof Directors of Perceptron, Inc., a Michigan corporation (the “Company”), may be provided certain information and data in connection with\nserving as a director of the Company which the Company wishes to keep confidential, including, but not limited to, information (whether\nfurnished in writing or electronic format or orally) regarding the Company’s governance, board of directors, management, plans, strategies,\nbusiness, finances or operations, including information relating to financial statements, evaluations, plans, programs, customers, plants,\nequipment and other assets, products, processes, manufacturing, marketing, research and development, know-how and technology, intellectual\nproperty and trade secrets and information which the Company has obtained from third parties and with respect to which the Company is\nobligated to maintain confidentiality (collectively, “Confidential Information”). Except as provided in this Agreement, the Director will not (i)\ndisclose any Confidential Information in any manner whatsoever, (ii) use any Confidential Information other than in connection with serving as a\ndirector of the Company or (iii), in the case of Jack Bryant, notwithstanding clause (ii) of this paragraph, use any Confidential Information other\nthan in connection with decisions by Harbert to purchase or sell common stock of the Company in compliance with the terms of this Agreement,\nwithout securing the prior written consent of the Company.\nNothing contained in this Agreement shall prevent the Director from privately disclosing Confidential Information to (i) officers, directors,\naccountants and counsel for the Company, (ii) the Director’s legal counsel (“Director Representative”) who need to know such information for\nthe sole purpose of advising the Director on his actions as a director of the Company or (iii) officers, directors, accountants and legal counsel of\nHarbert (“Harbert Representatives”); provided however, that the Director shall not disclose Confidential Information to the extent such disclosure\nwould be reasonably likely to constitute waiver of the attorney-client privilege between the Company and its counsel or the Company’s attorney\nwork product privilege. Any Director Representative shall only be provided Confidential Information by the Director to the extent that they are\ninformed of the confidential nature of the Confidential Information and agree or are otherwise obligated to keep such information confidential\nand to restrict the use of such confidential information in accordance with the terms of this Agreement. Prior to the disclosure of Confidential\nInformation from the Director, the Director Representatives or Harbert Representatives who will receive Confidential Information shall agree in\nwriting to keep the Confidential Information confidential, to restrict the use of Confidential Information in accordance with the terms of this\nAgreement, to be bound by this Agreement on the same terms as the Director and to permit the Company to enforce such agreement, and a copy\nof such writing executed by the Director Representatives or Harbert Representatives who will receive Confidential Information shall be delivered\nto the Company.\nThe term “Confidential Information” shall not include information which (a) is at the time of disclosure or thereafter becomes generally available\nto the public other than as a result of a disclosure by the Director, a Director Representative, Harbert or Harbert Representatives in violation of\nthis Agreement; (b) was, prior to disclosure by the Company, already in the possession of the Dire
d714d261edc4d361e7d2ebabccaada50.pdf	effective_date jurisdiction party term	EX-10 .2 3 exhibit102-confidentiality.htm EXHIBIT 10.2\nExhibit A\nCONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT\nAs a condition of my becoming employed by, or continuing employment with, HealthEquity, Inc., a Delaware\ncorporation (the “Company”), and in consideration of my employment with the Company and my receipt of the\ncompensation now and hereafter paid to me by the Company, I agree to the following terms set forth in this\nConfidentiality, Non-Interference, and Invention Assignment Agreement (this “Non-Interference Agreement”):\nSection 1. Confidential Information.\n(a) Company Group Information. I acknowledge that, during the course of my employment, I will have access\nto information about the Company and its direct and indirect subsidiaries and affiliates (collectively, the “Company\nGroup”) and that my employment with the Company shall bring me into close contact with confidential and proprietary\ninformation of any member of the Company Group. In recognition of the foregoing, I agree, at all times during the term\nof my employment with the Company and thereafter, to hold in confidence, and not to use, except for the benefit of any\nmember of the Company Group, or to disclose to any person, firm, corporation, or other entity without written\nauthorization of the Company, any Confidential Information that I obtain or create. I further agree not to make copies of\nsuch Confidential Information except as authorized by the Company. I understand that “Confidential Information”\nmeans information that any member of the Company Group has developed, acquired, created, compiled, discovered, or\nowned or will develop, acquire, create, compile, discover, or own, that has value in or to the business of any member of\nthe Company Group that is not generally known and that the Company wishes to maintain as confidential. I understand\nthat Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual\nor anticipated business and/or products, research, or development of the Company, or to the Company’s technical data,\ntrade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the\nCompany’s products or services and markets, customer lists, and customers (including, but not limited to, customers of\nthe Company on whom I called or with whom I may become acquainted during the term of my employment), software,\ndevelopments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration\ninformation, marketing, finances, and other business information disclosed by the Company either directly or indirectly\nin writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company property.\nNotwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have\nbecome publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality\nobligations as to the item or items involved, or (ii) any information that I am required to disclose to, or by, any\ngovernmental or judicial authority; provided, however, that in such event I will give the Company prompt written notice\nthereof so that any member of the Company Group may seek an appropriate protective order and/or waive in writing\ncompliance with the confidentiality provisions of this Non-Interference Agreement.\nA-1\n(b) Former Employer Information. I represent that my performance of all of the terms of this Non-Interference\nAgreement as an employee of the Company has not breached and will not breach any agreement to keep in confidence\nproprietary information, knowledge, or data acquired by me in confidence or trust prior or subsequent to the\ncommencement of my employment with the Company, and I will not disclose to any member of the Company Group, or\ninduce any member of the Company Group to use, any
d789f0680308f0638a05078c5d896b7a.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 14 dex99d3.htm BUSINESS DEVELOPMENT MUTUAL NONDISCLOSURE AGRMNT\n[LOGO]\nBUSINESS DEVELOPMENT MUTUAL NONDISCLOSURE AGREEMENT\nThis Nondisclosure Agreement (this “Agreement”) is dated and effective as of September 17, 2001 (the “Effective Date”), by and between\nBorland Software Corporation, a Delaware corporation, (“BORLAND”) and Starbase Corporation, a Delaware corporation (“Company”).\nRECITALS\nA. In connection with the evaluation or pursuit of certain mutually beneficial business opportunities, BORLAND and Company may disclose\nvaluable proprietary information to each other relating to their respective operations and business.\nB. BORLAND and Company would like to protect the confidentiality of, maintain their respective rights in and prevent the unauthorized use and\ndisclosure of; such information.\nIN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE\nDISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND HEREBY AGREE\nAS FOLLOWS:\n1. Confidential Information. As used in this Agreement, “Confidential Information” means all information of either party that is not\ngenerally known to the public, whether of a technical, business or other nature, in tangible or intangible form, including, without limitation,\ninformation, data, records, plans, concepts and matters relating to customers and vendors, agreements, business records including, without\nlimitation, business records relating to intellectual property, marketing and sales plans, pricing and other business strategies (whether or not\nimplemented); research and development plans or projects; computer materials such as programs, instructions and printouts; software\nincluding, without limitation, any source codes, object codes, algorithms and other engineering information; formulas; business improvements\nand processes; information regarding the skills and compensation of executives; intellectual property rights and strategies including, without\nlimitation, any work on patents, trademarks, tradenames or universal resource locators, prior to any filing or the use thereof in commerce;\nfinancing terms and strategies; in each case together with all reports, summaries, studies, notes, compilations, analyses and other\ndocumentation which contain or otherwise reflect or are generated from any of the foregoing, and in each case regardless of the media in\nwhich the information is maintained, that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) or that is\notherwise learned by the Receiving Party in the course of its discussions or business dealings with, or its physical or electronic access to the\npremises of, the Disclosing Party, and that has been identified as being proprietary and/or confidential or that by the nature of the\ncircumstances surrounding the disclosure or receipt ought to be treated as proprietary and confidential. Confidential Information also includes\nall information concerning the existence and progress of the parties’ dealings and the identity of BORLAND employees, customers, vendors\nand/or strategic partners.\n2. Use and Ownership of Confidential Information. The Receiving Party, except as expressly provided in this Agreement, will not\ndisclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party agrees to use reasonable\ncare, but in no event no less than the same degree of care that it uses to protect its own confidential and proprietary information of similar\nimportance, to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. The Receiving Party will\nrefrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by the\nDisclosing Party under the terms of this Agreement, except as expressly permitted by applicable law. In addition, the Re
da2a358405413641a270ae9004d0e7ff.pdf	effective_date jurisdiction party term	EX-10.2 3 d524844dex102.htm NON-SOLICITATION AND NON-COMPETE AGREEMENT\nExhibit 10.2\nCONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENT\nThis Confidentiality, Non-Solicitation and Non-Compete Agreement (the “Agreement”) dated this 22nd day of April, 2013 is entered into by\nand between Steven A Ross (“Employee”) and NeoGenomics, Laboratories Inc., a Florida corporation (“Employer” and collectively with\nNeoGenomics, Inc., a Nevada corporation (the “Parent Company”) and any entity that is wholly or partially owned by the Employer or the Parent\nCompany or otherwise affiliated with the Parent Company, the “Company”). Hereinafter, each of the Employee or the Company maybe referred to\nas a “Party” and together be referred to as the “Parties”.\nRECITALS:\nWHEREAS, the Parties have entered into that certain letter agreement of even date herewith that creates an employment relationship between\nthe Employer and Employee (the “Employment Agreement”); and\nWHEREAS, pursuant to the Employment Agreement, the Employee agreed to enter into the Company’s Confidentiality, Non-Solicitation and\nNon-Compete Agreement; and\nWHEREAS, the Company desires to protect and preserve its Confidential Information and its legitimate business interests by having the\nEmployee enter into this Agreement as part of the Employment Agreement; and\nWHEREAS, the Employee desires to establish and maintain an employment relationship with the Company and as part of such employment\nrelationship desires to enter into this Agreement with the Company; and\nWHEREAS, the Employee acknowledges that the terms of the Employment Agreement including, but not limited to the Company’s\ncommitments to the Employee with respect to base salary, fringe benefits and stock options are sufficient consideration to the Employee for the entry\ninto this Agreement.\nWHEREAS, the Employee acknowledges that substantial cost and expense has been or will be incurred by the Company for Employee’s\ntraining, and Employee’s training and employment have caused, or will require, the disclosure of certain Company confidential and proprietary\ninformation, trade secrets and customer and supplier relationships.\nNOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the Parties agree as follows:\n1. Term. Employee agree(s) that the term of this Agreement is effective upon the Employee’s first day of employment with the Company and shall\nsurvive and continue to be in force and effect for two years following the termination of any employment relationship between the Parties (“Term”),\nwhether termination is by the Company with or without cause, wrongful discharge, or for any other reason whatsoever, or by the Employee unless an\nexception is specifically provided in certain situations in any such Restrictive Covenants.\nEMPLOYEE’S INITIALS\n/s/ SR\n1\n2. Definitions.\na. The term “Confidential Information” as used herein shall include all business practices, methods, techniques, or processes that: (i) derives\nindependent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other\npersons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to\nmaintain its secrecy. Confidential Information also includes, but is not limited to, files, letters, memoranda, reports, records, computer disks or other\ncomputer storage medium, data, models or any photographic or other materials containing such information, Customer lists and names and other\ninformation, Customer contracts, other corporate contracts, computer programs, proprietary technical information and or strategies, sales,\npromotional or marketing plans or strategies, programs, techniques, practices, any expansion plans (includin
da6a4e9e5efb25bf1c0caacc891678a7.pdf	effective_date jurisdiction party term	EX-99.(D)(3)(B) 15 dex99d3b.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)(B)\nCONFIDENTIALITY AGREEMENT (Mutual)\nThis Mutual Confidentiality Agreement (the “Agreement”) is entered into and is effective as of July 8, 2002 (the “Effective Date”) by and between\nInterTrust Technologies Corporation, a Delaware corporation, with places of business at 4800 Patrick Henry Drive, Santa Clara, California 95054\n(“InterTrust”) and Koninklijke Philips Electronics N.V., a Netherlands corporation, with a place of business at The Breitner Tower, Amstelplein,\n1096 HA Amsterdam, The Netherlands (“Company”).\nWHEREAS, the parties may disclose to each other certain confidential information defined below and InterTrust and/or Company desires to keep\nsuch information confidential;\nWHEREAS, in consideration of the disclosure of such information to InterTrust and/or Company, InterTrust and/or Company is willing to keep such\ninformation confidential in accordance with the terms and conditions set forth in this Agreement;\nNOW, THEREFORE, InterTrust and Company hereby agree as follows:\n1. DEFINITION OF CONFIDENTIAL INFORMATION. The parties acknowledge that the terms and conditions of this Confidentiality\nAgreement, the existence of the discussions between Company and InterTrust and other information disclosed, as set forth below, will be\nconsidered confidential (“Confidential Information”); provided that information disclosed by the disclosing party (“Discloser”) will be\nconsidered Confidential Information by the receiving party (“Recipient”), only if such information is conspicuously marked as “Confidential”\nif communicated in writing, or if communicated orally, identified as “Confidential” at time of disclosure. If the Discloser fails to mark or\nidentify disclosed Confidential Information as “Confidential”, the Recipient shall be responsible for protecting such disclosures in accordance\nwith this Agreement from the date of receipt of written notice by the Discloser identifying the disclosure as “Confidential” and requesting that\nsuch disclosure be treated as Confidential Information under this Agreement. Confidential Information shall not include information that (a) is\nat the time of disclosure, or subsequently becomes, generally available to the public through no fault or breach on the part of Recipient, as of\nthe date such information becomes generally available; (b) Recipient can demonstrate to have had rightfully in its possession prior to\ndisclosure to Recipient by Discloser; (c) is independently developed by Recipient without the use of any Confidential Information; or (d)\nRecipient rightfully obtains from a third party who has the right to transfer or disclose it. Confidential Information generally relates to each\nparty’s respective business, strategies, technologies, intellectual property, and related information.\n2. NON -DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION.\na) Recipient agrees to use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance\n(but no event less than reasonable care) to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information.\nCompany may disclose the Confidential Information only to its employees and any direct or indirect parent, majority-owned subsidiary or\nAffiliate, and their employees, agents and professional advisors, provided that such party agrees to be bound by this Agreement to the same\nextent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate shall mean\nany entity with more than 50% of its equity owned or controlled directly or indirectly by Koninklijke Philips Electronics N.V. The purpose of\ndisclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain\nConfidential Information so as to enable the R
dc0cd1d5b1e42154db08a4f906cb4fe0.pdf	effective_date jurisdiction party term	EX-10.3 4 dex103.htm FORM OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT FOR\nDIRECTORS AND ABOVE\nExhibit 10.3\nNON-DISCLOSURE AND NON-COMPETITION AGREEMENT\nDirector and Above\nCONVERGYS CORPORATION and its subsidiaries and related entities, including but not limited to Convergys Customer Management\nGroup Inc. and Convergys Information Management Group Inc. and their related entities (collectively, the “Company”), is headquartered in\nCincinnati, Ohio. Employees or promoted employees of the Company are being required to sign these agreements (“Agreement”) as part of the\nCompany’s efforts to protect its property, goodwill, and competitive position. In consideration of employment, promotion, the payment of cash, or\nthe award of equity by the Company, the employee (“Employee”) entering into this Agreement agrees as follows:\n1. The Company is engaged in the information management, customer management, employee care, and collection industries within the United\nStates and worldwide. The Company markets its products and services throughout the United States and worldwide.\n2. The Company currently has three primary business segments: (i) Customer Care, which provides outsourced customer care services, and\nprofessional and consulting services to in-house customer care operations; (ii) Information Management, which provides billing and information\nsolutions; and (iii) Employee Care, which provides human resource business process outsourcing (HR BPO) solutions. The Company develops and\nutilizes technology, models, programs, data, research and development, concepts, goodwill, customer relationships, training, and trade secrets. The\nsuccess of the Company and each of its employees is directly predicated on the protection of its knowledge and information. Employee\nacknowledges that in the course of employment with the Company, Employee will be entrusted with, have access to and obtain intimate, detailed,\nand comprehensive knowledge of confidential and/or proprietary information (“Information”), including information or financial information\nconcerning: (i) the Company’s processes, practices and procedures; (ii) the Company’s customers, suppliers and employees; (iii) the Company’s\nadvertising and marketing plans; (iv) the Company’s strategies, plans, goals, projections, and objectives; (v) the Company’s research and\ndevelopment activities and initiatives; (vi) the strengths and weaknesses of the Company’s products or services; (vii) the costs, profit margins, and\npricing associated with the Company’s products or services; (viii) the Company’s sales strategies, including the manner in which it responds to client\nrequests and requests for information or requests for proposals; (ix) the Company’s business, including budgets and margin information, and\n(10) matters considered confidential by the Company, its customers, or suppliers, including information considered confidential by such customers’\nor suppliers’ customers, vendors, or other third-party providers, and any information of a third party that the Company designates as confidential\n(e.g ., third-party information accessed or used by Employee during his/her employment). Employee agrees that the Information is highly valuable\nand provides a competitive advantage to the Company. Employee further agrees that, given the United States and worldwide markets in which the\nCompany competes, confidentiality of the Information is necessary without regard to any geographic limitation.\n3. Both during and after Employee’s employment with the Company, Employee agrees to retain the Information in absolute confidence and not\nto use or permit access to or disclose the Information to any person or organization, except as required for Employee to perform Employee’s job with\nthe Company. Upon termination of employment with the Company for any reason, Employee agrees to return to the Company, its successors or\nassigns all\nConvergys Corporation - Confident
dcce148b95df368224ab072b40cce989.pdf	effective_date jurisdiction party term	EX-99.(E)(10) 3 dex99e10.htm CONFIDENTIALITY AGREEMENT\nExhibit (e)(10)\nCONFIDENTIAL\nFebruary 4, 2008\nKinetic Concepts, Inc.\n8023 Vantage Drive\nSan Antonio, TX 78230\nRE: Confidentiality Agreement\nLadies and Gentlemen:\nKinetic Concepts, Inc. (“Buyer”) has expressed an interest in exploring a transaction (a “Transaction”) involving the possible acquisition (by\nmerger, consolidation or otherwise) of all of the outstanding shares of capital stock of LifeCell Corporation, a Delaware corporation (together with\nits subsidiaries and affiliates, the “Company”), and has requested certain information relating to the Company. As a condition to any information\nbeing furnished to Buyer and its Representatives (as defined below), Buyer and the Company agree to be bound by the terms and conditions set forth\nin this letter agreement (“this Agreement”). Buyer further agrees to inform each of its Representatives to whom any information subject to this\nAgreement is disclosed of the terms and conditions of this Agreement, and to cause each such Representative to fully observe and be bound by this\nAgreement (other than Section 11 hereof, except as provided therein) to the same extent as if such Representative were Buyer. This Agreement shall\nsupersede the Mutual Non-Disclosure Agreement entered into between Buyer and Company dated May 9, 2007.\n1. Proprietary Information. As used in this Agreement, the term “Proprietary Information” means all information relating to the Company\n(including, without limitation, all such information concerning or relating to the Company’s assets, liabilities, businesses, customers or suppliers)\nfurnished by or on behalf of the Company or its Representatives, or learned or obtained in any fashion by Buyer or any of its Representatives in\nconnection with visits to the Company’s facilities (which information learned or obtained in connection with such visits shall be deemed disclosed\nby the Company), whether furnished, learned or obtained before, on or after the date hereof, and whether oral, written or electronic. “Proprietary\nInformation” shall include all information of the types described above, regardless of the manner or form in which it is furnished, learned or\nobtained, and includes, without limitation, all data, reports, interpretations, forecasts and records containing or otherwise reflecting any of such\ninformation, whether prepared by the Company or others, and any summaries, analyses or other documents created by Buyer, the Company or others\nwhich refer to, relate to, discuss, constitute or embody all or any portion of any of such information. The term “Proprietary Information” shall not\ninclude, however, information that: (a) is or becomes generally available to the public other than as a result (directly or indirectly) of a disclosure or\nother action by Buyer or its Representatives; (b) was (as demonstrable by written records of Buyer) in Buyer’s possession and obtained on a non-\nconfidential basis prior to the disclosure thereof by the Company or its Representatives; or (c) becomes available to Buyer on a non-confidential\nbasis from a person other than the Company or its Representatives who is not to Buyer’s knowledge after reasonable inquiry otherwise bound by any\nobligation of confidentiality with respect thereto.\n2. Representatives. As used in this Agreement, the term “Representatives” means, as to any person, such person’s affiliates and its and their\ndirectors, officers, employees, agents and advisors (including, without limitation, financial advisors, counsel and accountants). As used in this\nAgreement,\nthe term “person” shall be broadly interpreted to include, without limitation, an individual, the media, and any corporation, company, partnership,\nlimited liability company, or other entity, organization, or association. For the avoidance of doubt, potential purchasers, potential equity investors and\ndebt financing sources shall not consti
de16dbc40a06dd67d07169a63d6d4fbd.pdf	effective_date jurisdiction party term	EX-10.127 4 dex10127.htm EMPLOYMENT, NON-DISCLOSURE AND NON-COMPETITION AGREEMENT\nExhibit 10.127\nEMPLOYMENT, NON-DISCLOSURE AND NON-COMPETITION AGREEMENT\nAGREEMENT entered into this 11 day of September 2009 (start date) by and between Comverse, Inc., a Delaware Corporation, on\nbehalf of itself and its subsidiaries (the “Company”) and Danna Rabin “Employee”.\nWHEREAS, the Employee has agreed to be employed by the Company, and\nWHEREAS, the parties desire to provide for the terms of Employee’s services to the Company,\nNOW, THEREFORE, in consideration of Employee’s employment by the Company, the compensation received by Employee from time\nto time hereunder, and the mutual covenants contained herein, the parties agree as follows:\n1. Duties\n1.1 The Company hereby hires Danna Rabin as an at-will employee for the position of Vice President of Professional Services Sales for a\nperiod commencing on the date of this Agreement and terminating in accordance with the provisions of Section 3 of this Agreement. Employee shall\ndevote essentially his/her full time and best efforts to the advancement of the interests of the Company, and shall perform such duties as may be\nprescribed from time to time by an Officer of the Company. For the purposes of this Section, “full time” shall be defined as at least forty (40) hours\nper week.\n2. Compensation\n2.1 In consideration of the services to be performed under this Agreement, Employee shall receive as gross compensation the sum of $6,923.07\n(bi-weekly) subject to withholding and other applicable taxes. At least once during each year of employment, an Officer of the Company shall\nreview the performance of Employee and shall make such adjustments to his/her gross compensation as deemed appropriate by the Company. The\nEmployee shall also be entitled to participate in benefit programs the Company establishes and makes generally available to all employees of the\nCompany, to the extent the employee is eligible to participate based on tenure, age, pay, health and other eligibility requirements.\n3. Termination\n3.1 Employment under this Agreement may be terminated immediately by the Company at any time for cause. “Cause” shall, for the purpose\nof this Section, be defined as a good faith finding by the Company of a material violation of any of the provisions of this Agreement or some other\nmaterial breach of duty owed by Employee to the Company, violation of a Company policy or procedure, fraud or dishonesty, theft of Company\nassets, gross negligence or misconduct, or the conviction or plea of nolo contendere to a felony or crime of moral turpitude . Employee may also be\nterminated without cause as follows: (1) if Employee is on international assignment and is terminated with an effective termination date prior to the\nend date of the international assignment period, Employee is entitled to three months’ advance notice of termination or, at the Company’s election,\npayment in lieu of notice of Employee’s then current gross compensation (plus accrued bonus and commission if applicable) for a three month\nperiod;\n1\n2\nor (2) if Employee is terminated with an effective termination date after the end date of the international assignment period, Employee is entitled to\ntwo weeks’ advance notice of termination or, at the Company’s election, payment in lieu of notice of Employee’s then current gross compensation\n(plus accrued bonus and commission if applicable) for a two week period.\nNolo Contendere is a plea entered by a defendant in a criminal case where a defendant neither admits nor denies guilt, but the criminal court\ncan impose a fine or a prison sentence. The main difference between a plea of nolo contendere and a guilty plea is that a nolo contendere plea\ncan not be used against a defendant in a civil action for the same acts, where as a guilty plea can be so used.\nCrimes of moral turpitude are crimes that are morally bad, contrary to what is accepted and customary 
de4cd3cc43680829e1bd7028781612af.pdf	effective_date jurisdiction party term	EX-10.1 2 dex101.htm FORM OF SENIOR VICE PRESIDENT CONFIDENTIALITY\nExhibit 10.1\nPAETEC COMMUNICATIONS, INC.\nSENIOR VICE PRESIDENT CONFIDENTIALITY, NON-SOLICITATION AND\nNON-COMPETITION AGREEMENT\nThis Senior Vice President Confidentiality, Non-Solicitation and Non-Competition Agreement (this “Agreement”) is entered into as of the date\nset forth on the signature page hereto between PAETEC Communications, Inc., a Delaware corporation, including any subsidiary, successor or\naffiliate of the Company with which I work (collectively, the “Company”), and\n(“I” or “me”)).\nWHEREAS, the Company now has and expects to develop confidential and proprietary materials and highly sensitive information of\nimmeasurable value, which I recognize must be carefully protected as set forth below for the Company to be successful;\nNOW, THEREFORE, to induce the Company to employ me and in consideration of my employment or continued employment by the\nCompany and other good and valuable consideration the sufficiency of which I expressly acknowledge, the Company and I hereby agree, intending\nto be legally bound, as follows:\n1. Company Confidential Materials and Information\nThe following materials and information, whether having existed, now existing, or to be developed or created during the term of my\nemployment by Company (herein referred to collectively as the “Company Confidential Information”) are covered by this Senior Vice President\nConfidentiality, Non-Solicitation and Non-Competition Agreement (“Agreement”):\n1.1. Products and Services. All information to which the Company gave me access, all information disclosed to me by the Company, and all\ninformation developed for the Company by me, alone or with others, that directly or indirectly relates to the business, products and/or services that\nthe Company engages in, plans to engage in or contemplates engaging in, including but not limited to research, development, manufacture, sale\nand/or licensing of products and services related to communications, integrated communications, long-distance services, Internet access,\neCommerce, hardware and software (whether owned or licensed by the Company), and data services, including but not limited to local, domestic,\nand international long-distance services, local exchange services, wholesale long-distance services, IP/ISP services, high-speed Internet access, DSL\nservices, eCommerce, web hosting, ASP services, data networking, systems integration services, and data communications services and other\nproprietary products or services, whether existing or in any stage of research and development (such as trade secrets, inventions, ideas, methods,\ntechnical and laboratory data, engineering data and information, engineering information related to the integration of communications devices and\nequipment, benchmark test results, processes, design specifications, algorithms, technical data, technical formulas, engineering data, processes,\nmanufacturing data, procedures, techniques, methodologies, information processing processes, and strategies).\n1.2. Business and Marketing Procedures and Customer Information. All information concerning or relating to the way Company conducts its\nbusiness, markets\nits products and services, and all information relating to any Company customers and sales agents or prospective customers and sales agents (such as\ninternal business procedures, business strategies, marketing plans and strategies, controls, plans, licensing techniques and practices, supplier,\nsubcontractor and prime contractor names and contracts and other vendor information, customer information and requirements, sales agent\ninformation, computer system passwords and other computer security controls, financial information, distributor information, information supplied\nby clients and customers of Company and employee data).\n1.3. Not Generally Known. Any information in addition to the foregoing which is not generally known to the public or w
e0d6825deb5a5292ec233e2f27445b7a.pdf	effective_date jurisdiction party term	EX-10.(III)A(72) 9 dex10iiia72.htm CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT\nExhibit 10(iii)A(72)\nEXECUTION COPY\nCONFIDENTIALITY AND\nRESTRICTIVE COVENANTS AGREEMENT\nTHIS AGREEMENT (the “Agreement”) is entered into this 23rd day of July, 2007, between Acuity Brands, Inc. (“Acuity”) and Acuity Brands\nLighting, Inc. f/k/a Acuity Lighting Group, Inc. (“ABL”) (Acuity and ABL are collectively referred to as the “Company”) and John K. Morgan\n(“Executive”).\nReasons for this Agreement: Executive is currently employed as President and Chief Executive Officer of ABL and as an Executive Vice President\nof Acuity pursuant to an amended and restated employment letter agreement dated August 1, 2005 (“Prior Agreement”) between Executive and the\nCompany. Simultaneously herewith, Executive is entering into a further amended and restated employment letter agreement (the “Employment\nAgreement”), which sets forth the terms and conditions of Executive’s employment with Acuity and Executive’s election as President and Chief\nExecutive Officer of Acuity Specialty Products Group, Inc. (“ASP”). Executive and the Company acknowledge that Acuity is contemplating a\ncorporate restructuring of Acuity and a subsequent distribution by Acuity of the stock of ASP (or a successor to ASP’s business and operations) to\nthe stockholders of Acuity (the “Spinoff”). The parties also recognize that the restructuring and Spinoff are subject to final approval of the Board of\nDirectors of Acuity after satisfaction of certain conditions. After the Spinoff, Executive will serve as Chairman, President and Chief Executive\nOfficer of ASP and will cease to be employed by Acuity and ABL.\nAcknowledgements: The Company and Executive agree that during Executive’s relationship with the Company, Executive has learned and has had\naccess to important proprietary information related to ABL’s Business, as defined below. Executive acknowledges that such proprietary information\nis not generally available to the public and includes information about ABL’s customers, systems, operations, finances, suppliers, and business.\nExecutive further acknowledges that such proprietary information has been and was developed through ABL’s expenditure of substantial effort, time\nand money; and together with relationships developed by Executive with customers, employees, and suppliers, could be used to compete unfairly\nwith ABL.\nExecutive acknowledges that during the period of his employment as President and Chief Executive Officer of Acuity Brands Lighting, Inc. and\nExecutive Vice President of Acuity Brands, Inc., he has rendered executive, strategic and managerial services, including the Executive Services, to\nand for Acuity and ABL throughout the United States, which are special, unusual, extraordinary, and of peculiar value to Acuity and ABL. Executive\nfurther acknowledges that the services he performed on behalf of Acuity and ABL, including the Executive Services, were at a senior managerial\nlevel and were not limited in their territorial scope to any particular city, state, or region, but instead had nationwide impact throughout the United\nStates. Executive further acknowledges and agrees that: (a) Acuity and ABL’s business is, at the very least, national in scope; and (b) these\nrestrictions are reasonable and necessary to protect the Confidential Information, business relationships, and goodwill of Acuity and ABL.\nIn consideration for the Company’s agreement to provide the benefits described below, the sufficiency of which is acknowledged, the Company and\nExecutive agree:\n1) Definitions: For this Agreement, the following terms shall have the meaning specified below:\na) ABL’s Business shall mean the manufacture and/or sale of one or more of the following classes of product: lighting fixtures, electric\nlinear modular lighting systems comprised of plug-in relocatable modular wiring components, emergency lighting fixtures and 
e22152ac3ddc7cd28500eb43f77c022a.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 8 d923647dex99d2.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(2)\nNON-DISCLOSURE AGREEMENT\nThis AGREEMENT is effective as of January 12, 2015 (“Effective Date”) by and between Pitney Bowes Inc., a company having a place\nof business at 3001 Summer Street, Stamford, CT 06905 (together with its subsidiaries and other affiliates, “PBI”), and Borderfree, Inc., a\ncompany having a place of business at 292 Madison Avenue, 5th Floor, New York, NY 10017 (together with its subsidiaries and affiliates\n“Borderfree”).\nThe parties hereto agree as follows:\n1. PBI and Borderfree each have an interest in exploring a possible negotiated business transaction (the “Transaction”) relating to the\npotential acquisition of Borderfree (the “Business”). To explore the Transaction, it may be necessary for each party to disclose certain\nConfidential Information to the other party. “Confidential Information” shall mean any information disclosed or provided to one party\n(the “Receiving Party”) on or after the Effective Date by or on behalf of the other party (the “Disclosing Party”), which the Disclosing\nParty has not released publicly and which the Disclosing Party considers confidential and/or in which the Disclosing Party has a proprietary\ninterest. Confidential Information includes, without limitation, information, know-how, specifications, materials, models, plans,\ndiscoveries, trade secrets (as such term is defined in the Uniform Trade Secrets Act in effect on the Effective Date), records, data, business,\nmarketing, manufacturing and financial records, operations and strategies, invention plans, distribution channels, and technical and product\ninformation, customer data, product services, information of the Disclosing Party’s subsidiaries and entities under its control and other\ncommunications concerning the Transaction and/or the Disclosing Party’s business and operations, together with all portions of analyses,\ncompilations, notes, studies and other documents prepared by or for the benefit of the Receiving Party which contain or otherwise reflect\nany of the foregoing. The term Confidential Information also includes, without limitation: (a) the identity (by name or identifiable\ndescription) of the parties hereto; (b) the fact that the parties hereto are considering a Transaction; and (c) all analyses, compilations,\nforecasts, summaries, studies or other materials prepared by the Receiving Party and its Representatives (as defined below) in connection\nwith their review of, or the Receiving Party’s interest in, the Transaction which, in whole or in part, contain or reflect or are based on any\ninformation referred to in this Section (“Analyses”). All information not meeting the requirements of this Section shall be considered non-\nconfidential.\n2. For a period of three (3) years from the date of initial disclosure, Confidential Information received by the Receiving Party from the\nDisclosing Party hereunder shall be: (a) held in confidence by the Receiving Party and not disclosed to any third party; and (b) used by the\nReceiving Party only for the purpose of evaluating and completing the Transaction. The Receiving Party may disclose Confidential\nInformation on a need to know basis to its and its affiliates’ officers, directors, employees, consultants and advisors (including, without\nlimitation, financial advisors, investment banks, the agents and lenders under the Receiving Party’s existing credit facilities, attorneys and\naccountants) (“Representatives”) who have a need to know such information for purposes of evaluation and completion of the\nTransaction; provided that such Representatives shall be bound by terms of confidentiality and non-use consistent with those set forth in\nthis Agreement. Each party will direct its Representatives not to disclose to any other person either: (a) the fact that the Confidential\nInformation exists or has been made available to the Receiving Party,
e29c3877a103aaefcf77ebb110f981a5.pdf	effective_date jurisdiction party term	EX-10.4 2 dex104.htm FORM OF NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY\nAGREEMENT\nExhibit 10.4\nNON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT\nTHIS NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT (hereinafter “Agreement”), dated and\neffective as of the date that you,\n, sign this Agreement, describes various conditions of your employment, including the obligations owed\nto Tyco Healthcare Group LP d/b/a Covidien and any of its parents, subsidiaries, successors, assigns or affiliated entities (hereinafter “Company”) by\nyou regarding competition with Company, the hiring of Company’s employees, solicitation of Company’s customers, and the maintenance of\nconfidential information important to Company’s business.\nCONSIDERATION\nYou acknowledge that the Company is engaged in a highly competitive industry. You further acknowledge that, as part of your employment\nwith the Company, you will have access to and/or gain knowledge of trade secrets and “Confidential Information” (as defined below) that is vital to\nthe interests and success of the Company.\nIn exchange for this Agreement, the Company awarded to you [number] non-qualified stock options, [number] restricted stock units and\n[number] performance share units on December 1, 2008 (collectively, “FY 2009 Equity Grant”) as consideration for your promises and contractual\nobligations as specified in this Agreement. You acknowledge that this FY 2009 Equity Grant constitutes adequate consideration even before it vests\nand regardless of the monetary value that results. As further consideration for this Agreement, and contemporaneous with its signing, the Company\nagrees to provide you with knowledge of its trade secrets and Confidential Information, with specialized, business-related education and training\nregarding the Company’s methodologies and business strategies, which will enable you to perform your job with the Company, with supplies and\nmaterials necessary for you to perform your job with the Company, and with goodwill in customer and other business relationships. You\nacknowledge that all of these items are necessary and desirable for your personal success as an employee of the Company.\nYou acknowledge that you are not previously or otherwise already entitled to the consideration described herein in exchange for the\nagreements specified herein. In exchange for this consideration and as a condition of your employment or continued employment if you are an\nexisting employee, you agree to the following.\nI. CONFIDENTIAL INFORMATION\nA. Nondisclosure of Confidential Information. You agree that during your employment with the Company and at any time thereafter, you will\nnot disclose to any other person or organization, or make or permit any use of, any of the Company’s Confidential Information. Additionally, the\nCompany specifically reserves its rights under any applicable common or statutory law regarding trade secrets, and prohibits disclosure and/or use of\ninformation which meets the definition of trade secrets under these common or statutory laws.\nB. “Confidential Information” Defined. “Confidential Information” means information in whatever form, including but not limited to hard\ncopy, electronically stored or in your memory, related to the operation of the Company that is not generally known to or readily ascertainable by\nother persons who might seek or accept such information for their own business use. The following is a non-exclusive list of information that\nconstitutes Confidential Information meeting the above definition: (1) information of a technical nature such as inventions; methods; processes;\ntechniques; ideas; data; equipment; computer programs; developments; designs; and technical expertise and know-how developed by the Company;\n(2) information of a commercial nature such as trademarks; information about costs, purchasing, profits, prices, markets, sales, contracts, and selling\nst
e33d3ca6885f31faa68b2ab766afc86b.pdf	effective_date jurisdiction party term	EX-10.1 2 dex101.htm FORM OF NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION\nAGREEMENT\nExhibit 10.1\nNON-DISCLOSURE, NON-SOLICITATION\nAND NON-COMPETITION\nAGREEMENT\nThis Non-Disclosure, Non-Solicitation and Non-Competition Agreement (the “Agreement”) is between TXU Corp., a Texas corporation, and\n(“Employee”).\nTXU Corp. and its Affiliates (“TXU”) are beginning a project which will involve the first development of lignite and coal fired electric\ngeneration in Texas in approximately 30 years and the first of such developments since the deregulation of the Texas electric power market (the\n“Project”);\nIn connection with the Project, TXU will provide Employee with certain Confidential Information (as defined below), including specialized\nknowledge and insight regarding the manner and method in which TXU plans to develop such coal and lignite fueled generation and operate that\nportion of its business, and Employee will have access to and use such Confidential Information to assist TXU in connection with the Project;\nThe Confidential Information that Employee will have access to is a valuable, special, proprietary and unique asset used by TXU in its\nbusinesses and TXU has taken and will continue to take steps to protect the Confidential Information from unauthorized disclosure, which is of\ncritical importance and value to TXU and provides TXU with a competitive advantage in connection with the Project; and\nTXU would suffer irreparable harm if Employee were to use or enable others to use such Confidential Information in competition with TXU in\nTexas or other system control areas where there is or will be competition in the supply of electric power.\nTHEREFORE, for and in consideration of Employee’s access to and receipt of TXU’s Confidential Information and the opportunity to\nparticipate in the Project and the mutual covenants of this Agreement, the receipt and adequacy of which are acknowledged, TXU and Employee\nagree as follows:\n1. Definitions. For purposes of this Agreement, the following words shall have the following meanings:\n(a) “Affiliate” shall mean any entity that, directly or indirectly, controls, is controlled by or is under common control with TXU.\n(b) “Confidential Information” means information (i) disclosed to or known by the Employee as a consequence or through his/her work in\nconnection with the Project; (ii) not generally known outside TXU; and (iii) which relates to any aspect of TXU’s business and development in\nconnection with the Project. Confidential Information includes all confidential and/or propriety information and/or trade secrets of TXU that has\nbeen and/or will be developed or used for the Project, including, but not limited to, information regarding suppliers, consultants, customers,\n1\nemployees, contractors and the electric generation industry not generally known to the public; strategies, methods, books, records and documents;\ntechnical information concerning products, equipment, services and processes; procurement procedures, pricing and pricing techniques; information\nconcerning past, current and prospective customers, investors and business affiliates (such as contact name, service provided, pricing, type and\namount of services used, financial data and/or other such information); pricing strategies and price curves; positions; plans or strategies for\nexpansion or acquisitions; budgets; research; financial and sales data (including budgets, forecasts and historical financial data); trading\nmethodologies and terms; communications information; evaluations, opinions and interpretations of information and data; marketing and\nmerchandising techniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods;\ntraining methods and processes; organizational structure; personnel information; payments or rates paid to consultants or other service providers; and\nother such confidential or proprieta
e36c79d0e4b25e4e9cc76aafd176afe8.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 8 a2215783zex-99 _d3.htm EX-99.(D)(3)\nQuickLinks -- Click here to rapidly navigate through this document\nEXHIBIT (d)(3)\nJanuary 25, 2013\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nDear Mr. Michaud:\nIn connection with J.F. Lehman & Company's ("you", "your", or "JFL") consideration of a possible acquisition, investment or loan transaction\n("Transaction") involving OP-TECH Environmental Services, Inc. (the "Company"), the Company and you (and each a "Party" and together the\n"Parties") have agreed to exchange certain confidential and other information concerning the Company and possible Transaction.\nAs a condition to exchanging such information, including any Confidential Memorandum or similar document, the "Parties" agree to treat any\ninformation concerning the Company, which is furnished to you on behalf of the Company, whether furnished before or after the date of this letter,\ntogether with any and all analyses, compilations, studies or other documents prepared by you or any of your directors, officers, managers,\nsubsidiaries, lenders, financing sources, employees, agents, advisors, attorneys, accountants, consultants or representatives (all of the foregoing who\nreceive Evaluation Material directly or indirectly from a party, collectively, "Representatives") which contain or otherwise reflect any information\ndisclosed by the Parties (hereinafter collectively referred to as the "Evaluation Material"), in accordance with the provisions of this agreement. The\nterm "Evaluation Material" does not include information which (i) was or is already in your possession prior to the time of disclosure to you by the\nCompany, provided that such information did not come from a source known by you to be bound by a confidentiality agreement with the Company,\nor otherwise prohibited from disclosing the information to you by a contractual, legal or fiduciary obligation, (ii) was, is or becomes generally\navailable to the public other than as a result of a disclosure by you or your Representatives in breach of this Agreement, (iii) was, is or becomes\navailable to you on a non-confidential basis from a source other than the Company, provided that such source is not known by you to be bound by a\nconfidentiality agreement with the Company, or otherwise prohibited from disclosing the information to you by a contractual, legal or fiduciary\nobligation, or (iv) was or is developed by you without reliance on or reference to Evaluation Material.\nThe Parties hereby agree that the Evaluation Material will be used solely for the purpose of evaluating the Transaction between the Parties.\nWithout limiting the foregoing, each Party specifically agrees that the Evaluation Material shall not be used to obtain any competitive advantage at\nany time in the event a Transaction with the Company is not consummated. In addition, such information will be kept confidential by each Party\nexcept to the extent that disclosure of such information (i) has been consented to in writing by the disclosing Party, (ii) is required by law, regulation,\nsupervisory authority or other applicable judicial or governmental order, or (iii) is made to your Representatives who, in your reasonable opinion,\nneed to know such information for the purpose of evaluating the Transaction, provided that such Representatives be informed by the receiving Party\nof the confidential nature of the Evaluation Material, and agree to maintain the confidentiality thereof. In any event, each Party shall be responsible\nfor any breach of this agreement by its Representatives. To the extent the Agreement purports to be binding upon your subsidiaries, the Company\nagrees that any non-wholly owned company in which you or an investment fund managed by you may now or in the future have an investment will\nnot be deemed subject to or bound by the Agreement (as a Representative or otherwise) unless and only to the extent such company has been\nprovided the Evaluation Material by you, it being acknow
e3bb6bbcbe57fc224b274c6e2214843a.pdf	effective_date jurisdiction party term	EX-10.19 25 d319036dex1019.htm FORM OF NO COMPETITION AND NON-DISCLOSURE AGREEMENT\nExhibit 10.19\nLOGO\nGLOBUS MEDICAL, INC.\nNO COMPETITION AND NON-DISCLOSURE\nAGREEMENT\nLOGO\nThis No Competition and Non-Disclosure Agreement (“NCND Agreement”) is made and entered into between Globus Medical, Inc., its subsidiaries\nand divisions including Algea Therapies, Inc. (collectively the “Company”) and\n(“Employee”) effective\n(“Effective Date”).\nACKNOWLEDGEMENTS & DEFINITIONS\nA. The Company is engaged in the design, development, production, distribution and sale of products and services related to the spine\n(“Products”).\nB. Employee performs services for and on behalf of the Company, either as a direct employee or through an independent service contract, for\nwhich Company compensates Employee, which may include services in connection with promotion or sale of Products. Company desires to\nemploy and/or continue to employ Employee, provided that as an express condition of such employment or continued employment, Employee\nenters into this NCND Agreement with Company. In the case of an Employee who is signing this NCND Agreement after the inception of\nhis/her employment relationship with the Company, Employee acknowledges that the Company has provided Employee with valuable\nconsideration in exchange for signing this NCND Agreement.\nC. The parties agree that this NCND Agreement is supported by valuable consideration, that mutual promises and obligations have been\nundertaken by the parties to it, and that this NCND Agreement is entered into voluntarily by the parties.\nD. For purposes of this NCND Agreement the Employee’s performance of services and receipt of compensation from the Company will be\ndefined as the Employment Agreement (the “Employment Agreement”) between the Employee and the Company, whether or not a written\nemployment agreement exists between the Employee and the Company governing said services and compensation.\nE. For purposes of this NCND Agreement, the term of the Employment Agreement (“Employment Agreement Term”) shall be defined as the time\nperiod during which Employee performs services for or on behalf of the Company.\n1\nF. For purposes of this NCND Agreement, the NCND Territory (“NCND Territory”) shall be defined as any geographic area assigned to the\nEmployee within the most recent 12 months of the Employment Agreement Term. In the event that the Employee has been assigned certain\nHospitals (as defined below) and/ or Medical Personnel (as defined below) and not a geographic area within the most recent 12 months of the\nEmployee Agreement Term, the NCND Territory shall be defined as any Hospitals and/or Medical Personnel to which the Employee was\nassigned within the most recent 12 months of the Employee Agreement Term. In the event the Employee has not been assigned to specific\nHospitals and/or Medical Personnel or to a specific geographic region within the most recent 12 months of the Employee Agreement Term, the\nNCND Territory shall be defined as worldwide.\nG. For purposes of this NCND Agreement, Medical Personnel (“Medical Personnel”) shall be defined as orthopedic surgeons, neurosurgeons,\nphysicians, nurses and other medical personnel involved in the implantation, purchase or other handling and usage of the Products, including\nbut not limited to employees, agents or persons who control, direct or influence purchasing decisions of any Hospitals.\nH. For purposes of this NCND Agreement, Hospitals (“Hospitals”) shall be defined as hospitals, surgery centers, medical centers and other health\ncare facilities that purchase Products and the location at which Medical Personnel perform services related to the purchase, implantation or\nother handling and usage of the Products.\nI. Employee will have access to confidential, proprietary and trade secret information (“Confidential Information”) belonging to the Company,\nincluding Confidential Information developed by the 
e472889a99ad47b452af0b812684d2a5.pdf	effective_date jurisdiction party term	EX-10.20 3 doc3.txt NON-DISCLOSURE AGREEMENT Exhibit 10.20 Confidential NON-DISCLOSURE\nAGREEMENT The Regents of The University of Michigan, a constitutional corporation of The State of Michigan\n(hereinafter referred to as "MICHIGAN") and Genesis Bioventures, Inc., with offices located at 1A 3033 King George\nHwy, Surrey, BC, Canada V4P 1B8 (hereinafter referred to as "COMPANY") each possess, and consider to be\nproprietary and confidential, certain information, drawings, data, materials, software, documentation, business plans,\npotential licensing terms and know-how relating to MICHIGAN research concerning Mammastatin diagnostics, (all such\ninformation and materials are hereinafter referred to as "Confidential Information"). This agreement has an effective date\nof April 9, 2003. The relevant Confidential Information of MICHIGAN is identified in MICHIGAN's Office of\nTechnology Transfer as MICHIGAN File Nos. 1061. It is understood that COMPANY and MICHIGAN are both\ninterested in having COMPANY and MICHIGAN each receive access to such Confidential Information of the other for\nthe sole purposes of having COMPANY participate in commercial development of Confidential Information and\nnegotiating a license agreement regarding same. Hereinafter, COMPANY and MICHIGAN shall be referred to as "Party"\nor "Parties" as appropriate under the context. Designation of Information Under MCL 15.243 (d) and (f). The\ninformation provided by COMPANY to MICHIGAN under this Agreement is, in its entirety, commercial trade-secret\ninformation voluntarily provided to MICHIGAN for use in developing policy and is to be used by MICHIGAN\nexclusively for technology transfer activities related to research and evaluation. It is submitted to MICHIGAN based on\nMICHIGAN's promise of confidentiality, authorized by the Office of the President. Because such Confidential\nInformation is proprietary and confidential to the Parties, and to provide an appropriate basis by which such Confidential\nInformation can be made available to each Party from the other Party, the Parties agree to the following terms and\nprovisions. 1. This agreement applies only to Confidential Information received during the term of the May 13, 2003\nLicense Agreement between the Parties. 2. Except as provided in the License Agreement, neither Party shall be obligated\nby this Agreement to provide to the other Party any Confidential Information; and each Party may at its sole discretion\ndetermine which of its Confidential Information it will provide to the other Party. 3. All Confidential Information\nprovided in tangible form will be marked as such. 4. Each Party will treat as confidential all Confidential Information,\nwhich is or has been made available, directly or indirectly, to it by the other Party, and will treat it with the same degree\nof care that it would treat Confidential Information of its own, and in any event with no less than reasonable care. From\nthe date received, the receiving Party will not disclose Confidential Information of the other Party to others for a period\nof five (5) years. 5. Each Party will use Confidential Information received from the other Party only to the extent\nnecessary for the aforesaid purpose. 6. Each Party agrees to limit access to such Confidential Information received from\nthe other Party to those of its employees, agents, vendors and consultants reasonably requiring same for the aforesaid\npurpose and who are obligated to treat same in a manner and to an equivalent extent as provided herein with regard to\nconfidentiality, use, and non-disclosure. 7. Each party agrees to comply with all applicable laws, rules and regulations,\nincluding Export Administration Regulations and Export Control Regulations of the United States of America, relating\nto the export or re-export of technical data and products produced as a result of the use of such data, insofar as they relate\nto the information disclosed under this Agreement. 8. The secrecy and non-disclosure
e549732a99aa5f913109db1afe6961fc.pdf	effective_date jurisdiction party term	EX-10.22 21 dex1022.htm NON-COMPETITION/NON-SOLICITATION/NON-DISCLOSURE - CRAIG EUDY\nExhibit 10.22\nNON-COMPETITION/NON -SOLICITATION/NON -DISCLOSURE AGREEMENT\nIn consideration of his employment by INFRASTRUX GROUP, INC. (hereinafter “Company”), this Employee Agreement (hereinafter\n“Agreement”) is made this 23rd day of June, 2009, by and between Craig Eudy (hereinafter “Employee”) and the Company, a term which includes\nthe Company’s successors and assigns. By the mutual promises and covenants made herein, the undersigned parties agree as follows:\n1. Provision of Benefits to Employee. Employee acknowledges that in the course of employment, Employee (a) will receive monetary\ncompensation; (b) may receive opportunities for advancement or reassignment that the Company may, from time to time, offer; (c) will\nobtain valuable, continuing training; (d) will be introduced to the Company customers; (e) will be provided with support and be\npermitted to utilize the Company’s goodwill and reputation; (f) will obtain and have access to the Company’s confidential, proprietary,\ncustomer, or trade secret information, including, but not limited to, its patented silicone fluid injection process; and (g) will have the use\nand enjoyment of the Company’s materials, equipment, facilities and overall research and business endeavors.\n2. No Outside Employment. Employee agrees to give the Company the exclusive benefit of Employee’s best skill and effort for the term\nof Employee’s employment with the Company. Employee agrees that for the term of Employee’s employment with the Company,\nEmployee will work exclusively for the Company and not hold employment outside of the Company. In connection with this provision,\nEmployee agrees not to sell outside products or services to the Company employees or customers during the term of Employee’s\nemployment with the Company.\n3. Non-Competition Covenant. Employee will not, during the term of Employee’s employment with the Company and for a period of two\n(2) years thereafter, in any manner, directly or indirectly, engage in, or have any equity or profit interests in, or render services of any\nexecutive, marketing, administrative, supervisory, or consulting nature, whether with or without remuneration, to any business or activity\ninvolved in the gas, electric, utilities, and/or telecommunications industry, which is in competition with any business, research or\nendeavor of the Company. The scope of competitive activities prohibited by this Agreement shall be limited to those activities of the type\nconducted, authorized, offered, or provided by Employee to the Company customers during the course of Employee’s employment with\nthe Company and involving products, technology, or services similar to those handled, created, sold, or distributed by the Company\nduring Employee’s employment.\n4. Inventions and Discoveries. Employee will promptly disclose in writing to the Company all ideas, inventions or discoveries conceived\nby Employee or developed, in whole or in part, by Employee during the term of Employee’s employment with the Company, related in\nany manner to the Company’s business, whether or not conceived or developed during working hours or on the property of the Company.\nSuch ideas, inventions and discoveries will be the property of the Company, and the Company will have the right to any patents,\ntrademarks, or copyrights that may be issued with respect thereto. Employee hereby agrees to assign to the Company, or its nominee, all\nright, title and interest in such ideas, inventions, discoveries, patent, trademark and copyright applications, patents, trademarks and\ncopyrights and assignments thereof, and will do such things as the Company may require to establish and protect its ownership and to\neffectuate the foregoing, either during Employee’s employment or thereafter. Excluded from the operation of this provision are those\nideas, inventions, and discoveries, patented
e62a15f048e24dbd9f9e6f0febc2bcfc.pdf	effective_date jurisdiction party term	EX-10.2 3 dex102.htm MASTER CONFIDENTIALITY AND JOINT DEVELOPMENT AGREEMENT\nExhibit 10.2\nMASTER CONFIDENTIALITY AND JOINT DEVELOPMENT AGREEMENT\nThis Master Confidentiality and Joint Development Agreement (“Agreement”) is by and between Momentive Specialty Chemicals Inc., with a\nprincipal place of business at 180 East Broad Street, Columbus, Ohio 43215 (“MSC”), and Momentive Performance Materials Inc., with a principal\nplace of business at 22 Corporate Woods Boulevard, Albany, NY 12211 (“MPM”). The effective date of this Agreement is October 1, 2010\n(“Effective Date”).\nRECITALS\nWHEREAS, MSC makes and sells epoxy, phenolic and coating products and materials, as well as forest products, and has developed, and\ncontinues to develop, proprietary technology and intellectual property relating to such products and materials, the manufacture of such products and\nmaterials and the use of such products and materials in a wide variety of end-use applications;\nWHEREAS, MPM makes and sells silicones, quartz and ceramics products and materials, and has developed, and continues to develop,\nproprietary technology and intellectual property relating to such products and materials, the manufacture of such products and materials and the use\nof such products and materials in a wide variety of end-use applications;\nWHEREAS, MSC and MPM are Affiliates, although separate legal entities, and are both commonly indirectly owned by Momentive\nPerformance Materials Holdings LLC;\nWHEREAS, MSC and MPM mutually desire to cooperate with each other from time to time in the exchange of confidential information and\nproprietary technology and/or in the joint development of certain technology and/or products as the Parties mutually deem appropriate throughout\nthe life of this Agreement; and\nWHEREAS, in the event that new technology, products, materials and the like, including any resulting intellectual property related thereto, are\ndeveloped under this Agreement, MSC and MPM desire to set forth their respective rights regarding the ownership and use of such technology,\nproducts, materials and associated intellectual property.\nNOW, THEREFORE, in consideration of the material covenants and promises set forth herein the receipt and sufficiency of which is hereby\nagreed and acknowledged, the Parties agree as follows:\n1. Definitions.\n1.1 “Affiliate” means any entity that directly or indirectly owns, is owned by, or is under the common ownership with a Party, at any time\nduring the term of this Agreement. “Owns”, “owned” or “ownership” means direct or indirect possession of more than fifty percent (50%) of\nthe votes of holders of a corporation’s voting securities, or a comparable equity or other ownership interest in any other type of entity; provided\nthat for the purposes of this Agreement, MPM and its Affiliates shall not constitute Affiliates of MSC or its Affiliates, and vice-versa.\nConfidential\n1\n1.2 “Change of Control” means the occurrence of any of the following events: (a) any sale, lease, exchange or other transfer (in one\ntransaction or a series of related transactions) of all or substantially all of the assets of either of MSC or MPM to any entity or group, together\nwith any Affiliates thereof; (b) consummation of a sale of capital stock, merger, consolidation, reorganization or other transaction (or series of\nrelated transactions) involving either of MSC or MPM following which the direct or indirect beneficial owners of the applicable Party (or any\nof them) as of the date hereof do not hold, collectively, capital stock or other securities of the surviving corporation (i) with voting power to\nelect a majority of the surviving entity’s board of directors or equivalent, or (ii) representing a beneficial interest in the surviving entity equal\nto at least a majority thereof or (c) any other transaction the result of which is that MPM shall no longer constitute an Affiliate of MSC. For\npurposes of this defini
e704bb47fa4ed83b77b7e3b70e4ca8e6.pdf	effective_date jurisdiction party term	EX-10.30 8 ex10p30.htm\nExhibit 10.30\nCONSULTING AND NON-DISCLOSURE AGREEMENT\nAND GENERAL RELEASE\nANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation with its principal offices at One Busch Place, St. Louis,\nMissouri, 63118, its affiliates, subsidiaries, divisions, successors and assigns, and their directors, officers, employees and agents, both\nin their official and individual capacities (all of whom are collectively referred to throughout this Consulting and Non-Disclosure\nAgreement and General Release as “Anheuser-Busch”), and MARK T. BOBAK (“Bobak”), residing in St. Louis, Missouri, mutually\ndesire to enter into this Consulting and Non-Disclosure Agreement and General Release (“Agreement”) and agree as follows:\n1.\nTermination of Employment\nBobak agrees to terminate employment with Anheuser-Busch on December 31, 2007, (“Termination Date”) in order to allow him\nto return to the private practice of law.\n2.\nConsulting Payments\nAnheuser-Busch agrees that during the period from the Termination Date through December 31, 2012 (the “Consulting\nPeriod”), so long as Bobak fulfills any assigned duties and complies with all Anheuser-Busch policies and the provisions of this\nAgreement:\nA.\nBobak will be paid a consulting fee of $52,884 per month. All consulting payments shall be payable in semi-monthly\ninstallments on the 15th and last day of each month, less applicable withholding. In the event that Bobak dies prior to December 31,\n2012, Anheuser-Busch agrees to pay any remaining consulting payments due under this Agreement to Bobak’s spouse unless\notherwise directed in writing by Bobak.\nB.\nBobak agrees to devote the time necessary to complete any projects assigned to him by the Chief Executive Officer or\nhis designee. Anheuser-Busch will provide reasonable advance notice to Bobak of any work assignments, and will take into\nconsideration Bobak’s other commitments. Bobak also agrees that he will fully\ncooperate with any request made by Anheuser-Busch relating to or arising out of corporate transactions, labor relations, government\naffairs, litigation or any other matter that Bobak worked on, learned of, or became familiar with during his employment with Anheuser-\nBusch. Bobak will work from his personal residence or office and will not be provided with a company office or reserved parking\nspot. Bobak may retain his Blackberry/cell phone, computer, home fax machine, and company e-mail address for purposes of\nperforming services contemplated by this Agreement. Such items will be returned upon request by Anheuser-Busch. Subject to the\nprovisions of this Agreement and provided there is no interference with Bobak’s efforts as requested by Anheuser-Busch, Bobak may\nprovide services to other employers at any time after the Termination Date. Bobak agrees to provide to the Chief Executive Officer a\nreport of all projects and assignments that he is working on for Anheuser-Busch on a quarterly basis.\nC.\nAnheuser-Busch will reimburse Bobak, pursuant to company expense reimbursement guidelines, for all ordinary,\nnecessary and reasonable business expenses incurred by Bobak while conducting assignments for Anheuser-Busch at the direction of\nthe Chief Executive Officer or his designee.\nD.\nExcept as otherwise provided in this Agreement, Bobak agrees to return all Anheuser-Busch property (including, but\nnot limited to, company documents and records, whether in electronic or paper format, and all copies thereof, computers, cell phones,\nblackberries, fax machines, pagers, security badge and credit cards) on or before the Termination Date.\nE.\nAnheuser-Busch will continue to provide Bobak and his eligible dependents with health care benefits as described\nherein (“Health Benefits”). Until Bobak reaches the age of 58, he and his eligible dependents will continue to participate in the Group\nInsurance Plan for Certain Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries (“Group Insurance Pla
e8c84be1bf741406d0d1f3c6c16bdbd9.pdf	effective_date jurisdiction party term	EX-99.(D)(4) 13 d250779dex99d4.htm MUTUAL NONDISCLOSURE AGREEMENT\nExhibit (d)(4)\nMUTUAL NONDISCLOSURE AGREEMENT\nThis Mutual Nondisclosure Agreement (this “Agreement”) is entered into this 2nd day of July, 2011, by and between Yahoo! Inc., a Delaware\ncorporation (“Yahoo”) and the undersigned entity (“Counterparty”). Yahoo and Counterparty hereby agree as follows:\n1\nIn connection with our mutual consideration of a possible\nstrategic transaction (a “Transaction”) Yahoo and Counterparty expect\nto make available to one another certain information concerning their\nrespective businesses including, but not limited to, technology,\nfinancial forecasts, financial condition, operations, assets and liabilities\nand business strategies. As a condition to such information being\nfurnished to each party and its subsidiaries, directors, officers,\nemployees, agents or advisors (including, attorneys, accountants,\nconsultants, bankers and financial advisors) (collectively,\n“Representatives”), each party agrees to treat all Evaluation Material in\naccordance with the provisions of this Agreement, and to take or\nabstain from taking certain other actions hereinafter set forth.\n1. Evaluation Material. The term “Evaluation Material” shall be\ndeemed to include all information concerning the other party (whether\nprepared by the disclosing party or its Representatives) which is\nfurnished to a party or to its Representatives in connection with the\nparties’ evaluation of a possible Transaction, in each case by or on\nbehalf of the disclosing party in accordance with the provisions of this\nAgreement. The term “Evaluation Material” also shall include all\nnotes, analyses, compilations, studies, interpretations or other\ndocuments prepared by each party or its Representatives which\ncontain, reflect or are based upon, in whole or in part, the information\nfurnished to such party or its Representatives pursuant hereto which is\nnot available to the general public. Notwithstanding the foregoing, the\nterm “Evaluation Material”\ndoes not include information which (i) is or becomes generally\navailable to the public other than as a result of a breach of this\nAgreement by the receiving party or its Representatives; (ii) was within\nthe receiving party’s possession prior to its being furnished to the\nreceiving party by or on behalf of the disclosing party, provided that to\nthe receiving party’s knowledge, the source of such information is not\nand was not bound at the time of delivery by a confidentiality\nagreement with, or other contractual, legal or fiduciary obligation of\nconfidentiality to, the disclosing party; (iii) is or becomes available to\nthe receiving party on a non-confidential basis from a source that to the\nreceiving party’s knowledge, is not and was not bound at the time such\ninformation becomes available by a confidentiality agreement with, or\nother contractual, legal or fiduciary obligation of confidentiality to, the\ndisclosing party with respect to such information; or (iv) is\nindependently developed by the receiving party without use of\nEvaluation Material.\n2. Use of Evaluation Material. Each party hereby agrees that it and\nits Representatives shall use the other’s Evaluation Material solely for\nthe purpose of evaluating a possible Transaction between the parties.\nEach party and its Representatives will keep the Evaluation Material\nconfidential and will not disclose for any purpose any of the other’s\nEvaluation Material in any manner whatsoever; provided, however,\nthat (i) the receiving party may make any disclosure of such\ninformation to the extent to which the disclosing party gives its prior\nwritten consent and (ii) any of such information\n2\nmay be disclosed to the receiving party’s Representatives who need to\nknow such information for the sole purpose of evaluating a possible\nTransaction between the parties, provided that each such\nRepresentative agrees to treat such inf
ea3014a2f8576fcb8159f0c0b2e25dc3.pdf	effective_date jurisdiction party term	1.\n2.\nExhibit A\nCONFIDENTIALITY/ NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of the\ndate of the latter of the two signatures appearing below between Social Reality, Inc. (“Employer”) and Dustin Suchter\n(“Executive”).\nPurpose. Employer wishes to employ the Executive pursuant, during which employment the Employer\nmay disclose to Executive certain confidential technical, financial, and business information – including but not limited\nto information relating to advertising techniques, historical prices, Internet-based advertising, marketing practices,\nclients, prospective clients, proprietary software, trade secrets, and other intellectual property – which Employer desires\nExecutive to treat as confidential during and after the termination of Executive’s employment.\nDefinition.\n"Confidential Information" means any information, documents, and/or tangible things\ndisclosed to Executive by Employer, either directly or indirectly in writing, orally or by inspection of tangible objects,\nincluding without limitation the Employer's business and operating plans, software, and competitors. Without limiting\nthe generality of the foregoing, Confidential Information shall include trade secrets as “trade secrets” are defined under\nthe version of the Uniform Trade Secrets Act adopted and in effect in the State of California, as amended from time to\ntime during the term of this Agreement, the provisions of which defining “trade secrets” are incorporated herein by\nreference. Confidential Information shall also include but not be limited to all other discoveries, developments, designs,\nimprovements, inventions, formulas, software programs, business plans, processes, username and password information,\ntechniques, know-how, negative know-how, data, research, techniques, technical data, client and customer and supplier\nlists, financial projections, current and prospective financing arrangements, marketing methods, plans, and related data,\ncustomer lists, buying habits and practices, pricing structures, and payment and credit histories, costs of sales and terms\nof trade, the identity and business practices of vendors, suppliers, financiers, bankers, agents, or brokers, the identity,\nskill sets, and job duties of vendors, employees, independent contractors, or Executives, terms of employment for\nemployees, agents, and representatives, including employee stock option plans and participation, written records and\ndata used in developing and operating its business, other confidential information of, about, or concerning Employer ’s\nbusiness and affairs, the financing and operations of its business, and its relationships with its employees, agents,\ncustomers, vendors, or representatives, and any modifications or enhancements of any of the foregoing, and all Employer\nprogram, pricing, marketing, sales, business contract, or other financial or business information. Confidential\nInformation shall not, however, include any information which Executive can establish: (i) was publicly known and\nmade generally available in the public domain prior to the time of disclosure to Executive by Employer; (ii) becomes\npublicly known and made generally available after disclosure to Executive by Employer through no action or inaction of\nExecutive; or (iii) is in the possession of Executive, without confidentiality restrictions, at the time of disclosure by the\nEmployer as shown by Executive's files and records immediately prior to the time of disclosure.\n3.\n4.\n5.\nOwnership.\n6.\n7.\nIt shall be presumed that any information in the possession of Executive that has been disclosed to Executive by\nEmployer, or any agent or representative of Employer, is not within any of the exceptions to the definition of\nConfidential Information set forth in the previous sentence, and the burden is on Executive to prove otherwise by written\nrecords and documentation.\nNon-use and 
eab914221a16ac5daadfbd31d354c03e.pdf	effective_date jurisdiction party term	EX-99.(E)(6) 5 dex99e6.htm CONFIDENTIALITY AGREEMENT BY AND BETWEEN BIOSITE INC AND\nBECKMAN COULTER, INC.\nEXHIBIT (e)(6)\nCONFIDENTIALITY AGREEMENT\nTHIS CONFIDENTIALITY A GREEMENT (this “Agreement”) is being entered into as of May 11, 2006, between BIOSITE INCORPORATED\n(“Biosite”), on the one hand, and BECKMAN COULTER, INC. (together with its subsidiaries and affiliates, “Beckman Coulter”), on the other hand.\nIn order to facilitate the consideration and negotiation of a possible strategic transaction involving Biosite and Beckman Coulter (referred to\ncollectively as the “Parties” and individually as a “Party”) separate from the ongoing business relationship between the Parties, each Party has\nrequested access to certain non-public information regarding the other Party and the other Party’s subsidiaries. (Each Party, in its capacity as a\nprovider of information, is referred to in this Agreement as the “Provider”; and each Party, in its capacity as a recipient of information, is referred to\nin this Agreement as the “Recipient.”) This Agreement sets forth the Parties’ obligations regarding the use and disclosure of such information and\nregarding various related matters.\nThe Parties, intending to be legally bound, acknowledge and agree as follows:\n1. Definitions. For purposes of this Agreement:\n(a) a Party’s “Representatives” will be deemed to include each Person that is or becomes: (i) a subsidiary or other affiliate of such Party;\nor (ii) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party’s subsidiaries\nor other affiliates.\n(b) the term “Person,” as used in this Agreement, will be broadly interpreted to include any individual and any corporation, partnership,\nentity, group, tribunal or governmental authority.\n2. Confidential Information. For purposes of this Agreement, each Provider’s “Confidential Information” will be deemed to include only the\nfollowing:\n(a) any information (including any technology, know-how, patent application, test result, research study, business plan, budget, forecast\nor projection) relating directly or indirectly to the business of the Provider, any predecessor entity or any subsidiary or other affiliate of the Provider\n(whether prepared by the Provider or by any other Person and whether or not in written form) that is or that has been made available to the Recipient\nor any Representative of the Recipient by or on behalf of the Provider or any Representative of the Provider;\n(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has\nbeen prepared by or for the Recipient or any Representative of the Recipient and that contains, reflects, interprets or is based directly or indirectly\nupon any information of the type referred to in clause “(a)” of this sentence;\n(c) the existence and terms of this Agreement, and the fact that information of the type referred to in clause “(a)” of this sentence has\nbeen made available to the Recipient or any of its Representatives; and\n(d) the fact that discussions or negotiations are or may be taking place with respect to a possible transaction involving the Parties, and the\nproposed terms of any such transaction.\nHowever, the Provider’s “Confidential Information” will not be deemed to include:\n(i) any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of\nany of such information by the Recipient or by any of the Recipient’s Representatives;\n(ii) any information that was in the Recipient’s possession prior to the time it was first made available to the Recipient or any of\nthe Recipient’s Representatives by or on behalf of the Provider or any of the Provider’s Representatives, provided that the source of such information\nwas not and is not known to the Recipie
eadddc22aff2d763e0aca8e139846626.pdf	effective_date jurisdiction party term	EX-99.(D)(6) 11 d420719dex99d6.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(6)\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this “Agreement”) is made and entered into this 13 day of July, 2012 by and between Avista Capital\nHoldings, LP (“Avista”) and Union Drilling, Inc., a Delaware corporation (“Union”).\nWHEREAS, Avista and Union are prepared to furnish each other with certain information in connection with a possible business transaction\nbetween Union and Avista’s Affiliate (defined below), Sidewinder Drilling, Inc. (the “Transaction”); and\nWHEREAS, in connection with the evaluation of the Transaction, the parties will be receiving, reviewing, and analyzing certain information\nwhich is confidential, proprietary or otherwise not generally available to the public with respect to the other party’s (including its Affiliates) business\noperations and services, the marketing or promotion of products and services, business policies and practices, technical, financial and strategic\ninformation and other matters.\nNOW, THEREFORE, for and in consideration of the premises and the agreements herein contained, the sufficiency of which is hereby\nacknowledged, the parties do hereby agree as follows:\n1. Definitions. As used in this Agreement:\n(a) “Affiliate” means a person, company or entity controlling, controlled by, under common control, or working in concert, with a party;\nprovided that this definition does not include any person who became such without obtaining the consent to assignment required by\nSection 13 of this Agreement.\n(b) “Confidential Information” means all information or materials furnished by the Disclosing Party to the Receiving Party orally, or in\nwritten or electronic form, which is confidential, proprietary, or otherwise not generally available to the public. Notwithstanding the\nforegoing, the following will not constitute Confidential Information for purposes of this Agreement: (i) information which is or\nbecomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in breach of\nthis Agreement; (ii) information which was known to the Receiving Party on a non-confidential basis prior to being furnished to the\nReceiving Party by the Disclosing Party; (iii) information which becomes available to the Receiving Party on a non-confidential basis\nfrom a source other than the Disclosing Party unless such source was known or could reasonably be determined to be under a\nconfidentiality obligation to the Disclosing Party, and (iv) information that is independently developed by Representatives of the\nReceiving Party who have not had access to the Confidential Information. “Confidential Information” shall also include this Agreement,\nthe fact that information contemplated herein has been made available to either party, and the fact that the parties are contemplating the\nTransaction.\nth\n(c) “Disclosing Party” means the party disclosing Confidential Information to the other party, including any Affiliate of such other party.\n(d) “Receiving Party” means the party receiving Confidential Information from the other party, including any Affiliate of such other party.\n(e) “Representatives” means a party (including an Affiliate of such party) and their respective directors, officers, employees, attorneys,\nadvisors, consultants, funding sources and Sidewinder Drilling and its officers and directors.\n2. Nondisclosure of Confidential Information. The Receiving Party may disclose Confidential Information only to the Receiving Party’s\nRepresentatives, but only if such Representatives need to know the Confidential Information in connection with the evaluation of the\nTransaction. The Receiving Party agrees that (a) such Representatives will be informed by the Receiving Party of the confidential nature of the\nConfidential Information, and (b) the Receiving Party will be responsible for any breach of this Agreemen
ec0c342ef16c55d2f88469e809f3943f.pdf	effective_date jurisdiction party term	EX-10.6 11 ex106.htm EXHIBIT 10.6 EMPLOYMENT CONTRACT BETWEEN SUN ENERGY SOLAR, INC.\n(NOW KNOWN AS SUNOVIA SOLAR, INC.) AND BOB FUGERER, DATED JULY 10, 2006, AND ADDENDUM\nExhibit 10.6\nNON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT ("Agreement") is entered into this 2nd day of February, 2006 by and between Sun Energy Solar,\nInc., a Delaware company having an address at 6408 Parkland Drive, Suite 104, Sarasota, Florida 34243, United States of America\n("Company"), and Robert Fugerer, an individual residing in the state of Florida, and having an address at 4819 Sky Blue Drive, Lutz, FL\n33558("Recipient").\nRECITALS\nA.\nCompany and Recipient have initiated or intend to initiate discussions concerning the possibility of entering into a mutually\nadvantageous business relationship whereby Recipient shall perform certain services on behalf of and for the benefit of Company (the\n“LimitedPurpose”).\nB.\nTo facilitate the disclosure of certain Confidential Information (as defined below) by Company to Recipient, the parties desire to enter\ninto this Agreement.\nAGREEMENT\nNow therefore, in consideration of the foregoing recitals, which are hereby incorporated into this Agreement by reference, and the mutual\ncovenants and agreements contained herein, and other good and valuable consideration, the adequacy and receipt of which is hereby\nacknowledged, the parties agree as follows:\n1.\nDefinitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following\nmeanings:\n(a)\n"Confidential Information" mean any information, whether written, oral, magnetic, photographic, optical, or other form,\ntangible or intangible, which has been, or after the date hereof will be, furnished or disclosed by Company, or its employees, consultants,\nrepresentatives or agents, or which Recipient may have access to in connection with the Limited Purpose, which has been designated as being\nconfidential, or which under the circumstances of disclosure reasonably ought to be treated as confidential, including but not limited to any\ninformation pertaining to or regarding the business, financial condition, pricing, sales, strategies, plans, customers, suppliers, properties and\noperations of Company (including such information visually available to Recipient at Company’s premises or Company presentations), and\nincluding without limitation all technical information of any nature whatsoever and all business plans, inventions, trade secrets, know-how,\nmethodologies, concepts, techniques, discoveries, computer programs (including functionality and source code), processes, drawings, designs,\nresearch, plans or specifications relating thereto.\n(b)\n"Related Party" or "Related Parties" shall mean the directors, officers, employees, legal, tax and other professional\nadvisors or consultants of Recipient, to the extent such entities or persons receive Confidential Information.\n2.\nNon-Disclosure and Restricted Use of Confidential Information.\n(a)\nRecipient shall keep in strictest confidence and trust all Confidential Information and, except upon the express prior\nwritten consent of Company, Recipient shall (i) not disclose any Confidential Information to any other entity or person, and (ii) use the\nConfidential Information solely as necessary to implement the Limited Purpose and not for Recipient’s own benefit or for the benefit of any other\nentity or person. Recipient shall take all reasonable safeguards to prevent the disclosure or misuse of the Confidential Information, including\nwithout limitation such measures as the Recipient takes to safeguard its own confidential information, and shall not photocopy, transcribe or\notherwise reproduce or modify any of the Confidential Information except as necessary to implement the Limited Purpose or otherwise upon the\nexpress written consent of the Company.\n1\n(b)\nRecipient may disclose the Confidential Information to Related Parties on a "need to know" basis onl
ec884c36abae8ab1ce4a5465771293cb.pdf	effective_date jurisdiction party term	EX-2.24 ex2-2.txt NON-COMPETITIONANDNON-DISCLOSURE AGREEMENT ----------------------------------------\n-- -- THI S NO N-COMPETITION AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered\ninto as of the 1st day of April, 2003, by and between BELCAN CORPORATION, an Ohio corporation ("Belcan"), and\nARC COMMUNICATIONS, INC., a New Jersey corporation ("ARC"). All initially capitalized terms not otherwise\ndefined shall have the meanings ascribed to them in the Purchase Agreement (later defined). WHEREAS, the parties\nhereto are parties to a certain Stock Purchase Agreement (the "Purchase Agreement") dated as of April 1, 2003, pursuant\nto which ARC agreed to sell to Belcan the Purchased Shares in the Company; WHEREAS, ARC will receive valuable\nconsideration from Belcan for the sale of the Purchased Shares in the Company and will also receive the Note as\nadditional consideration for its covenants contained herein; WHEREAS, ARC has had access to all material and\notherwise confidential information relating to the Company; WHEREAS, the Company is engaged in the business of\nproviding on-line training to professionals in the medical arena (the "Business"); WHEREAS, Belcan would not be\nwilling to enter into the Purchase Agreement without the agreement of ARC to execute this Non-Competition and Non-\nDisclosure Agreement, and Belcan has expressly conditioned its obligations under the Purchase Agreement on the\nentering into of this Non-Competition and Non-Disclosure Agreement. NOW, THEREFORE, in pursuance of the above\nand in consideration of the terms and conditions contained herein and for other good and valuable considerations, the\nreceipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Non-Disclosure of the\nCompany's Confidential Information and Trade ----------------------------------------------------------------------- Secrets. ARC\nhas learned trade secrets and confidential information of the ------- Company, including, but not limited to, the software\nof the Company, marketing, price information, customer lists, identities of customer contact persons, lists of prospective\ncustomers, market research, sales systems, marketing programs, budgets, pricing strategy, identity and requirements of\nnational accounts, methods of operating, other trade secrets and confidential information regarding customers and\nemployees of the Company or its customers and other information about the Company's Business that is not readily\nknown to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know\nsuch information (collectively, the "Confidential Information"). ARC acknowledges that the Company has invested\nsubstantial sums in the development of its Confidential Information. ARC covenants and agrees that they will not,\ndirectly or indirectly, disclose or communicate to any person or entity any Confidential Information of the Company;\nexcept (i) in connection with the enforcement of ARC's rights under the Purchase Agreement, or (ii) as otherwise -2-\nrequired by law. This covenant has no geographical or territorial restriction or limitation and applies no matter where\nARC may be located in the future. 2. Non-Solicitation Covenant. For a period of five (5) years from the date --------------\n-- -- - -- - -- - - hereof, ARC, acting either directly or indirectly, through any other person, firm, or corporation, covenants and\nagrees not to (i) induce or attempt to induce or influence any employee of the Company to terminate employment with\nthe Company when the Company desires to retain that person's services; (ii) in any way interfere with the relationship\nbetween the Company and any employee of the Company; or (iii) employ, or otherwise engage as an employee,\nindependent contractor or otherwise, any employee of the Company. 3. Non-Competition. For a period of five (5) years\nfrom the date hereof, --------------- ARC shall not, acting directly or indirectly, (i)
f1bfe37debd61ba519ec2671755a49a9.pdf	effective_date jurisdiction party term	EX-7.1 2 dex71.htm CONFIDENTIALITY AGREEMENT\nExhibit 7.1\nMarch 21, 2011\nLeonard Green & Partners, L.P.\n11111 Santa Monica Boulevard\nSuite 2000\nLos Angeles, CA 90025\nAttention: Jonathan Seiffer\nGentlemen:\nIn connection with your consideration of a possible negotiated transaction with BJ’s Wholesale, Inc. (collectively with its subsidiaries,\naffiliates and divisions, the “Company”), you have requested, and the Company is prepared to make available to you, certain information concerning\nits business, operations, assets and liabilities. As a condition to such information being furnished, you agree to treat any information concerning the\nCompany (whether prepared by the Company, its advisors or otherwise) which has been or is furnished to you or your directors, officers, employees,\nagents or advisors (including, without limitation, attorneys, accountants, consultants and financial advisors) (collectively, “Representatives”) by or\non behalf of the Company in connection with your consideration of a possible negotiated transaction with the Company (herein collectively referred\nto as the “Evaluation Material”) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions\nhereinafter set forth.\nThe term “Evaluation Material” shall be deemed to include all such information furnished to you or any of your Representatives by the\nCompany or any of its Representatives, irrespective of the form of communication (whether provided orally or in writing or provided or stored on\nelectronic or magnetic media, film or any other form or media), and whether such information is so furnished before, on or after the date hereof, or\ninformation which you or your Representatives otherwise learn or obtain, through observation or through analysis of such information, and all\nanalyses, compilations, data, forecasts, studies, notes, interpretations, memoranda or other documents prepared by you or your Representatives\ncontaining, reflecting or based in whole or in part on any such information. The term “Evaluation Material” does not include information which (i) at\nthe time of disclosure is generally available to the public other than as a result of a disclosure directly or indirectly by you or your Representatives;\n(ii) you can establish was within your or any of your Representatives’ possession prior to it being furnished to you or your Representatives by or on\nbehalf of the Company pursuant hereto, provided that such information is not known to you to be subject to another confidentiality agreement with\nor other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information; (iii) becomes\navailable to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not\nknown to you to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or\nany other party with respect to such information; or (iv) you can establish is independently developed by you or your Representatives without\nutilizing in any way any Evaluation Material or violating any of your obligations under this letter agreement.\nLeonard Green & Partners, L.P.\nMarch 21, 2011\nPage 2\nYou hereby agree that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible negotiated\ntransaction between the Company and you, that the Evaluation Material will be kept confidential and that you and your Representatives will not\ndisclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) you may make any disclosure of such information to\nwhich the Company gives its prior written consent; and (ii) any of such information may be disclosed to your Representatives who need to know\nsuch information for the sole purpose of evaluating a po
f4d4ef76c5ce9b0d5bca8c55369b753c.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 9 d352811dex99d2.htm EX-99.(D)(2)\nExhibit (d)(2)\nCONFIDENTIAL\nFebruary 1, 2017\nMobileye N.V.\nHar Hotzvim, 13 Hartom Street\nP.O . Box 45157\nJerusalem 9777513, Israel\nAttn: Professor Amnon Shashua, Chairman and Chief Technology Officer\nDear Amnon:\nIn connection with the consideration by Intel Corporation (“Intel”) of a possible transaction involving Intel and Mobileye N.V. (the\n“Company”) or one or more shareholders of the Company (the “Transaction”), each of us may receive certain information relating to the other\nparty and its subsidiaries. The party receiving this information from the other party (the “Receiving Party”) acknowledges that this information\nis proprietary to the party disclosing such information (the “Disclosing Party”) and may include confidential information the disclosure of which\ncould harm the disclosing party and its subsidiaries.\nIn consideration for, and as a condition of, such information being made available to the Receiving Party and its Representatives (as\ndefined below), the Receiving Party agrees to treat, or cause to be treated, any and all information disclosed by the Disclosing Party or any of its\nsubsidiaries to the Receiving Party or its Representatives in connection with the proposed Transaction on or after the date of this letter agreement\n(this “Agreement”) (and regardless of the manner or form in which it is disclosed, including, without limitation, all written, oral and electronic\ncommunications and all information posted in any electronic dataroom), together with any notes, analyses, reports, models, compilations, studies,\ninterpretations, documents or records to the extent such documents contain or are derived from such information, in whole or in part\n(collectively, the “Evaluation Material”), in accordance with the provisions of this Agreement, and to take or abstain from taking the other\nactions hereinafter set forth. For purposes of this Agreement, the term “Evaluation Material” does not include information that (i) becomes\ngenerally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in breach of the terms of this\nAgreement, (ii) is independently developed by the Receiving Party or its Representatives without reference to or use of the Disclosing Party’s\nconfidential information, (iii) was within the Receiving Party’s possession prior to the date of this Agreement or (iv) is received by the Receiving\nParty from a source other than the Disclosing Party or any of its Representatives; provided that, in the case of clause (iii) above, to the extent\nsuch information was provided to the Receiving Party by the Disclosing Party, then the Receiving Party shall be permitted to use such\ninformation in connection with a potential\nTransaction and such information will continue to be subject to any other non-disclosure or confidentiality agreement entered into between the\nparties prior to the date hereof and not in connection with a potential Transaction; provided further that, in the case of clause (iv) above, to the\nknowledge of the Receiving Party, the source of such information was not bound by a confidentiality agreement with or other contractual, legal\nor fiduciary obligation of confidentiality to the Disclosing Party or any of its subsidiaries with respect to such information. Notwithstanding\nanything to the contrary herein, each party and its Representatives shall be free to use and employ, in any manner and for any purpose, any\nResiduals resulting from their access to or work with Evaluation Material, including, without limitation, in the development, manufacture, sales,\npromotion and maintenance of the products or services of the Receiving Party. “Residuals” means information retained in the unaided memories\nof Representatives of the Receiving Party who have access to the Evaluation Material. The memory of a Representative is considered unaided if\nhe or she di
f4dac00c09a763dfb4acd109e1731690.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 11 dex99d2.htm MUTUAL NON-DISCLOSURE AGREEMENT\nEXHIBIT 99(d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (“Agreement”) is effective as of April 2, 2010 (“Effective Date”) and is entered into between Sybase, Inc., a\nDelaware corporation, having a place of business at One Sybase Drive, Dublin, California 94568, USA (“Company”), and SAP AG, a German\ncompany with its place of business at Dietmar Hopp Allee 16, 69190 Walldorf, Germany on behalf of itself and its wholly owned subsidiaries,\n(“SAP”). In consideration of the mutual covenants contained herein, SAP and Company, intending to be legally bound hereby, agree to the\nfollowing:\n1. In connection with an evaluation relating to a potential relationship, cooperation or transaction (the “Evaluation”), SAP and Company may\ndeliver to each other, upon the execution of this Agreement, Confidential Information as defined below (the party disclosing such Confidential\nInformation being the “Disclosing Party” and the party receiving such Confidential Information being the “Receiving Party”).\n2. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives (defined\nbelow) to the Receiving Party or its Representatives which is either designated in writing by the Disclosing Party as confidential or should be\nreasonably understood by the Receiving Party to be confidential, including but not limited to, information that is related to: (a) the business plans or\noperations of the Disclosing Party; (b) the research and development or investigations of the Disclosing Party; (c) the business of any customer or\npartner of the Disclosing Party; (d) the Disclosing Party’s properties, employees, customers, finances, operations; (e) any information about or\nconcerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third\nparty); (f) software and related documentation (“Disclosing Party’s Software”) including but not limited to the following information regarding the\nDisclosing Party’s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of\nprocessing, system designs embodied in the Disclosing Party’s Software; and (ii) discoveries, inventions, concepts, designs, flow charts,\ndocumentation, product specifications, application program interface specifications, techniques and processes relating to the Disclosing Party’s\nSoftware; and (g) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas,\ntechniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts\nand strategies.\n3. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any\nreproduction of any Confidential Information of a Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all\nconfidential or proprietary notices or legends which appear on the original. The Receiving Party: (a) shall take all reasonable steps (defined below)\nto keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its\nRepresentatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the\npurpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation; and (d) shall not\ndisclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to\nknow for the purpose of the Evaluation) any information about the Evaluation, or the 
f538df53f1d7f992c8b16d2b721c9408.pdf	effective_date jurisdiction party term	EX-10.2 3 dex102.htm CONFIDENTIAL SEPARATION AGREEMENT\nExhibit 10.2\nConfidential Separation Agreement and General Release and Amendment to\nConfidentiality and Non-Disclosure Agreement\nThis Confidential Separation Agreement and General Release (hereafter “Agreement”) is entered into by and between Orthovita Inc.\n(hereafter “Orthovita” or “Company”), and Donald L. Scanlan (hereafter “Employee”). As used in this Agreement, “Company” shall include and\nencompass all of the past, present, or future parent, affiliated, related and/or subsidiary companies of Orthovita, and its past, present or future\ndirectors, shareholders, officers, employees, agents, attorneys and representatives.\nEMPLOYEE and ORTHOVITA agree to the following terms and conditions in full and final settlement of all matters in any way\nrelating to, or arising out of, EMPLOYEE’s employment and/or separation from employment with ORTHOVITA.\n1. Employee’s final day of employment with the Company will be Friday, June 15, 2007 (“Termination Date”), and Employee hereby resigns\nas of such date.\n2. Subject to Employee’s execution and nonrevocation of this Agreement and in consideration for Employee’s obligations and agreements\nhereunder, the Company will:\n(a) pay Employee a total of $218,000.00, payable as salary continuation for a period of 12 months, which is equivalent to 12\nmonths of salary continuation at Employee’s current semi-monthly salary of $9,083.33, minus all taxes and payroll\ndeductions authorized by law. These payments will commence with the Company’s next payroll period following the\nJune 15, 2007, Termination Date, provided that Employee has not revoked this Agreement prior to the Effective Date\n(hereinafter defined) of the Agreement. Amounts due under this paragraph 2(a) shall be payable in semi-monthly\ninstallments in accordance with Orthovita’s normal payroll cycle;\n(b) If EMPLOYEE chooses to continue his group medical and dental benefits under COBRA, ORTHOVITA will pay the\nCOBRA premiums for such medical/dental benefits through the twelve month period following the Agreement Date;\n(c) Orthovita will provide EMPLOYEE with a payment equal to any reasonable unreimbursed business expenses through\nJune 15, 2007 and any accrued, unused vacation days through the Agreement Termination Date; and\n(d) Orthovita acknowledges that Employee’s vested status in Orthovita’s matching contributions to Employee’s John Hancock\n401(k) Retirement Account is 66% and such vested percentage will remain intact, but that Employee’s plan account is\nvalued on a daily basis.\n(e) amend Employee’s non-compete provisions as specified in Section 3 herein below.\n3. The Company has elected to enforce against Employee his non-compete obligations provided for in Section 3 (a)—(d) of Employee’s\nConfidentiality and Non-Disclosure Agreement with the Company dated 1st of October 2004, attached hereto as Exhibit A, incorporated by\nreference and made part hereof in its entirety (“CDA”), provided that the Company and Employee agree that this Agreement amends Section 3 and\nSection 6 of the CDA, and except as explicitly stated herein, all other provisions in the CDA remain in full force and effect. Further, in the event that\nEmployee breaches the non-compete provisions of the CDA as modified hereby, the Company shall not be obligated to make the payments in\nSection 2 above. In consideration for the Company’s undertakings as described in Section 2 herein and in accordance with the provisions of this\nSection 3:\n(a) Employee agrees that upon execution of this Agreement, Employee will return all Company equipment, Company documents and\nany other Company property including all sales and marketing literature, in Employee’s possession, custody or control. Such\nCompany property includes any Company equipment and materials in Employee’s home;\n(b) Employee agrees to abide by the following Non-Compete Agreement:\n1) The “Non-Compet
f6cf95250272fd7f3fd767819ee11255.pdf	effective_date jurisdiction party term	EX-10.16 21 u98691exv10w16.txt EX-10.16 CONFIDENTIALITY & NON-COMPETITION AGREET EXHIBIT\n10.16 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Confidentiality and Non-Competition\nAgreement (the "Agreement") is made as of this 10th day of September 2003 ("Effective Date") by and between\nCtrip.com International, Ltd. (the "Company") and Qi Ji (the "Director"). The Company and the Director are hereinafter\nreferred to individually as a "Party" and collectively as the "Parties." WHEREAS, the Director is a member of the\nCompany's Board of Directors, and also a principal shareholder of most of the related entities of the Company in China\n(excluding the Company's subsidiaries) (collectively, the "Related Chinese Entities"); WHEREAS, both the Director and\nthe Company expressly acknowledge and agree that the sole purpose of the Related Chinese Entities is to further the\nbusiness purposes of the Company; and WHEREAS, in light of the Director's fiduciary relationship with the Company\nand in consideration for the Director's agreement to enter into this Agreement with the Company, the Company has\nassisted and will assist in the capitalization and operation of the Related Chinese Entities. NOW, THEREFORE, in\nconsideration of the premises and of the mutual covenants and agreements set forth below, the Parties agree as follows: I.\nCONFIDENTIALITY 1.1 The Director shall keep secret and shall not at any time use for Director's own or any third\nparty's advantage, or reveal to any person, company, organization or any other entity, and shall use the Director's best\nendeavors to prevent the publication or disclosure of, any and all Confidential Information (as defined below). 1.2 If the\nDirector breaches his obligation of confidentiality hereunder, the Director shall be liable to the Company for all damages\n(direct or consequential) incurred as a result of the Director's breach. 1.3 The restrictions in this Article I shall not apply\nto any disclosure or use authorized by the Company or required by law. 1.4 "Confidential Information" shall mean\ninformation relating to the business, customers, products and affairs of the Company (including without limitation,\nmarketing information) deemed or treated confidential by the Company, or which the Director knows or ought\nreasonably to have known to be confidential, and trade secrets, including without limitation designs, processes, pricing\npolicies, methods, inventions, technology, technical data, financial information and know-how relating to the business of\nthe Company. 1.5 For purposes of Articles I and II of this Agreement, the Company shall include all subsidiaries of the\nCompany as well as the Related Chinese Entities. EXHIBIT 10.16 II . NON-COMPETITION 2.l The Director agrees that\nhe shall not engage in any business directly competitive with that carried on by the Company, provided that nothing in\nthis clause shall preclude the Director from holding or being otherwise interested in any shares or other securities of any\ncompany, any part of which is listed or dealt in on any stock exchange or recognized securities market anywhere, and the\nDirector shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such\ndetails and particulars as the Company may reasonably require. 2.2 In consideration of the Company's assistance in the\ncapitalization and operation of the Related Chinese Entities, the Director hereby agrees that during the period he is a\nshareholder of any of the Related Chinese Entities and for a period of five (5) years following the termination of this\nAgreement: (a) Director shall not approach clients, customers, suppliers or contacts of the Company or other persons or\nentities introduced to Director in Director's capacity as a director or shareholder of the Company for the purposes of\ndoing business with such persons or entities and will not interfere with the business relationship between the Company\nand such persons and/o
f87b56cd42d82dfd2ec1356a8c187e4e.pdf	effective_date jurisdiction party term	EX-10 .27 7 ex1027formofenterprisenon- . htm EXHIBIT 10.27\nCVS Pharmacy, Inc.\nRestrictive Covenant Agreement\nI, _____________________________________, enter into this Restrictive Covenant Agreement (“Agreement”) with CVS\nPharmacy, Inc. (“CVS”), which is effective as of the date I sign the Agreement (the “Effective Date”). In consideration of the\nmutual promises in this Agreement, the parties agree as follows:\n1.\nConsideration for Agreement. In connection with my duties and responsibilities at CVS Caremark Corporation or one\nof its subsidiaries or affiliates (collectively, the “Corporation”), the Corporation will provide me with Confidential Information\nand/or access to the Corporation’s customers and clients and the opportunity to develop and maintain relationships and goodwill\nwith them. In addition, the Corporation has awarded me restricted stock units contingent on the execution of this Agreement and\ncompliance with its terms.\n2.\nNon-Competition. During my employment by the Corporation and during the Non-Competition Period following the\ntermination of my employment for any reason, I will not, directly or indirectly, engage in Competition or provide Consulting or\nAudit Services within the Restricted Area.\na. Competition. Engaging in “Competition” means providing services to a Competitor of the Corporation (whether as an\nemployee, independent contractor, consultant, principal, agent, partner, officer, director, investor, or shareholder, except as a\nshareholder of less than one percent of a publicly traded company) that: (i) are the same or similar in function or purpose to the\nservices I provided to the Corporation during the last two years of my employment by the Corporation, or (ii) will likely result in\nthe disclosure of Confidential Information to a Competitor or the use of Confidential Information on behalf of a Competitor. If a\nrepresentative of the Corporation, during my employment or the Non-Competition Period, requests that I identify the company or\nbusiness to which I will be or am providing services, or with which I will be or am employed, and requests that I provide\ninformation about the services that I am or will be providing to such entity, I shall provide the Corporation with a written statement\ndetailing the identity of the entity and the nature of the services that I am or will be providing to such entity with sufficient detail to\nallow the Corporation to independently assess whether I am or will be in violation of this Agreement. Such statement shall be\ndelivered to the Corporation’s Chief Human Resources Officer or her authorized delegate via personal delivery or overnight\ndelivery within five calendar days of my receipt of such request.\nb. Competitor. A “Competitor” for purposes of this Agreement shall mean any person, corporation or other entity that\ncompetes with one or more of the business offerings of the Corporation. As of the Effective Date, the Corporation’s business\nofferings include: (i) pharmacy benefits management (“PBM”), including: (a) the administration of pharmacy benefits for\nbusinesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy, including but not limited to\ninfusion and related services; (d) Medicare Part D services; (ii) retail, which includes the sale of prescription drugs, over-the-counter\nmedications, beauty products and cosmetics, photo finishing, seasonal merchandise, greeting cards, convenience foods and other\nproduct lines that are sold by the Corporation’s retail division; and (iii) retail health care (“MinuteClinic”). A person or entity shall\nnot be considered a retail Competitor if such entity derives annual gross revenues from its business in an amount that is less than 5%\nof the Corporation’s gross revenues from its retail business during its most recently completed fiscal year. The Parties acknowledge\nthat both the Corporation’s products and services and the entities\ntha
f9b58bc2953d789ffbd98878be20199d.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 9 dex99d2.htm MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT\nExhibit (d)(2)\nConfidential\nGILEAD SCIENCES, INC.\nMUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT\nThis Mutual Confidential Disclosure Agreement (“Agreement”) is made effective as of May 19, 2006 (“Effective Date”) by and between Myogen,\na Delaware corporation with offices at 7575 West 103rd Ave, #102, Westminster, CO 80021 (“Company”), and Gilead Sciences, Inc., a Delaware\ncorporation with offices at 333 Lakeside Drive, Foster City, California 94404, USA (together with its affiliates and subsidiaries, “Gilead”), and shall\ngovern the disclosure by a party (“Discloser”) to the other party (“Recipient”) of certain of Discloser’s confidential and proprietary information for\nthe evaluation, negotiation and possible entry into a potential business relationship between the parties.\n1. The Confidential Information, as defined in Section 2, is being disclosed solely to enable Company and Gilead to evaluate, discuss, negotiate and\npossibly enter into a business transaction (the “Purpose”).\n2. “Confidential Information” means confidential or proprietary information of Discloser disclosed in oral, written or other tangible form or\notherwise learned by Recipient under this Agreement, that directly relates to the Purpose and should reasonably be believed to be confidential or\nproprietary to Discloser, including but not limited to Discloser’s: research, development, preclinical and clinical programs, data and results;\npharmaceutical or biologic candidates and products; inventions, works of authorship, trade secrets, processes, conceptions, formulas, patents, patent\napplications, and licenses; business, product, marketing, sales, scientific and technical strategies, programs and results, including costs and prices;\nsuppliers, manufacturers, customers, market data, personnel, and consultants; and other confidential or proprietary matters related to the Purpose.\n3. Recipient:\n(a) shall not use Confidential Information except for the Purpose;\n(b) will hold Confidential Information in strictest confidence and shall not disclose Confidential Information to others, except for its\nemployees or agents who require Confidential Information in order to carry out the Recipient’s obligations under this Agreement in relation to the\nPurpose and who are subject to binding obligations of confidentiality and restricted use at least as protective as those of this Agreement;\n(c) will protect the confidentiality of Confidential Information using at least the same level of efforts and measures used to protect its own\nconfidential information, and at least commercially reasonable efforts and measures, including without limitation limiting access to Confidential\nInformation commensurate with the Purpose under this Agreement; and\n(d) will notify Discloser as promptly as practicable of any unauthorized use or disclosure of Confidential Information by Recipient, its\nemployees or agents of which Recipient becomes aware.\nprovided, however, that the obligations of this Section 3 shall not apply to any Confidential Information that:\n(i) Recipient knew prior to learning it under this Agreement, as demonstrated by written records predating the date it was learned under\nthis Agreement;\n(ii) is now, or becomes in the future, publicly available information other than by an act or omission of Recipient;\n(iii) a third party discloses to Recipient, without any confidentiality obligations and without any breach of any direct or indirect\nobligation of confidentiality to Discloser, as shown by Recipient’s written records contemporaneous with such third party disclosure; or\n(iv) Recipient independently develops without use of or reference to Confidential Information, as demonstrated by Recipient’s\nindependent written records contemporaneous with such development.\n4. Notwithstanding other provisions of this Agreement, Recipient may disclose Confidential Information to
fbf608b62ef498171b70fb7b36be61a0.pdf	effective_date jurisdiction party term	EX-10.3 6 dex103.htm NON COMPETITION, NON SOLICITATION AND NON DISCLOSURE\nExhibit 10.3\nNON-COMPETITION, NON-SOLICITATION, AND\nNON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETITION, NON-SOLICITATION, AND NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into by and\namong First Community Bank Corporation of America, First Community Bank of America (collectively, “Employer”) and Clifton E. Tufts\n(“Employee”).\nWHEREAS, Employee serves as Employer’s Executive Vice President and in such capacity has: (i) access to Employer’s trade secrets and\nother valuable confidential business information; and (ii) substantial relationships with Employer’s existing and prospective customers and clients.\nNOW, THEREFORE, in consideration of Employer’s continued employment of Employee, and the grant of stock options and the severance\npayment described below, Employee hereby agrees to certain anti-competitive covenants contained herein.\nSECTION 1\nTERM OF AGREEMENT\nThis Agreement shall remain in effect for the period in which Employee remains employed by Employer and certain provisions will continue\nto remain in effect after Employee’s termination, as otherwise provided for in this Agreement. This Agreement may be terminated by Employer for\n“just cause,” which is defined to mean termination of Employee’s employment by Employer for Employee’s personal dishonesty (directly or\nindirectly) resulting in gain to, or personal enrichment of, Employee at the expense of Employer, insubordination, misconduct or conduct\nunbecoming a senior officer of a financial institution which could have a material negative reflection upon the Employer, breach of fiduciary duty,\nfailure to materially perform the duties required of his senior officer position with Employer, violation of a significant law, rule or regulation (other\nthan minor traffic violations or similar offenses), violation of a final cease-and-desist order, or personal default on indebtedness which is not\ncorrected within 30 days from the date of default.\nSECTION 2\nSEVERANCE PAYMENT\nIn the event Employer terminates Employee’s employment for any reason (other than “just cause” or illness or incapacity wherein Employee is\ncovered by disability insurance provided by Employer to all senior officers) Employer shall pay to Employee a severance payment of one year’s base\nsalary within five business days of such termination.\nSECTION 3\nSTOCK OPTIONS\nIn recognition of Employee’s contribution to Employer and Employee’s execution of this Agreement, Employer shall grant Employee stock\noptions to purchase 12,500 shares of common stock of First Community Bank Corporation of America. The per share price shall be the per share\nclosing price on the grant date (the date this agreement is executed by Employee, The stock options granted pursuant to this Agreement are non-\nqualified options, which shall vest immediately upon the date of grant and shall have a six-year term within which they may be exercised.\nSECTION 4\nAGREEMENT NOT TO COMPETE\nEmployee agrees that during the term of this Agreement and for a period of one year following Employee’s termination for any reason,\nEmployee shall not become employed, directly or indirectly, whether as an employee, independent contractor, consultant, or otherwise, with any\nfederally-insured financial institution, financial holding company, bank holding company, or other financial services provider, in which the\nemployment position is associated with lockbox activities or lockbox servicing, and which is located within 20 miles of any lockbox customer of\nEmployer within the State of Florida at the time of Employee’s termination of employment with Employer.\nSECTION 5\nAGREEMENT NOT TO SOLICIT\nEmployee further agrees that during the term of this Agreement and for a period of one year following Employee’s termination for any reason,\nEmployee shall not, directly or indirectly, solicit the business of any then current lockbox customer (b
fc2ce0e2abdcf676a1d4ab95191a9d17.pdf	effective_date jurisdiction party term	EX-2.4 5 dex24.htm NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - STEPHEN MILSTEIN\nExhibit 2.4\nBURLINGTON COAT FACTORY HOLDINGS, INC.\nNON-COMPETITION AND CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT is made as of April 13, 2006 between Burlington Coat Factory Holdings, Inc., a Delaware corporation (the\n“Company”), and Stephen Milstein (“Seller”). For purposes of this Agreement, unless the context requires otherwise, the term “Company” shall\ninclude all subsidiaries of the Company, including, without limitation, Burlington Coat Factory Warehouse Corporation, a Delaware corporation\n(“BlueBlazer”) and its subsidiaries.\nWHEREAS, Seller pursuant to that certain Agreement and Plan of Merger by and among the Company, BCFWC Mergersub, Inc., a\nDelaware corporation (the “Merger Sub”) and BlueBlazer, dated as of January 18, 2006 (the “Merger Agreement”) has received from the Company\nthe right to receive certain cash consideration in exchange for certain securities of BlueBlazer.\nWHEREAS, at the Effective Time (as defined in the Merger Agreement) MergerSub will merge with and into BlueBlazer pursuant to the\nMerger Agreement, with BlueBlazer being the surviving corporation of such merger, and the Company will own all issued and outstanding shares of\ncapital stock of BlueBlazer.\nWHEREAS, the Company and Seller desire to enter into an agreement setting forth the obligation of Seller to refrain from competing\nwith the Company for a period of time after the consummation of the transactions contemplated by the Merger Agreement as provided herein.\nWHEREAS, the execution and delivery of this Agreement by Seller is a condition to the consummation of the transactions contemplated\nby the Merger Agreement, and Seller is entering into this Agreement to induce the Company and the Merger Sub to consummate the transactions\ncontemplated by the Merger Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt\nand sufficiency of which are hereby acknowledged, the Company and Seller hereby agree as follows:\n1. Nondisclosure and Nonuse of Confidential Information. For a period of three (3) years following the date hereof, Seller shall keep\nsecret and hold in confidence, and shall not use for its benefit, any and all information relating to the Company that is proprietary to the Company,\nother than the following: (i) information that has become generally available to the public other than as a result of a disclosure by Seller in breach of\nthis Agreement and (ii) information that is required to be disclosed by any applicable law. In connection with disclosure of confidential information\nunder clause (ii) above, Seller shall give the Company timely prior notice of the anticipated disclosure and the parties shall cooperate in designing\nreasonable procedural and other safeguards to preserve, to the maximum extent possible, the confidentiality of such material.\n2. Noncompetition.\n(a) Seller agrees that, for a period of one (1) year following the date hereof (the “Non-Compete Period”), neither Seller nor any of\nSeller’s Affiliates shall without the prior written consent of the Company, directly or indirectly, anywhere in the United States (the “Territory”)\n(i) form, acquire, operate, control, make a financial investment in, enter into any agreement pertaining to, publicly announce the launch of, or\notherwise finance, manage, participate in, consult with, become employed by or render advisory services to, any business or otherwise become\nassociated with an enterprise, the business of which is the same as, substantially similar to or otherwise competitive with the business of the\nCompany as now conducted (i.e., the business of BlueBlazer and its subsidiaries conducted or proposed to be conducted immediately prior to the\nclosing of the Merger) (a “Competing Business”), or (ii) for the purpose of conducting or engaging in a Competing Busines
fc34f2d7a61e531870d05910c5c3599b.pdf	effective_date jurisdiction party term	EX-10.37 15 d255425dex1037.htm EMPLOYEE NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT,\nMARK LEUCHTENBERGER\nExhibit 10.37\nExecution Copy\nRIB-X PHARMACEUTICALS, INC.\nEMPLOYEE NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT\nAs a condition of my employment with Rib-X Pharmaceuticals, Inc. its subsidiaries, affiliates, successors or assigns (together the “Company”),\nand in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I\nagree to the following:\n1. Company’s Business. I acknowledge that the Company is engaged in the business of discovering, developing and commercializing\nantibiotics (the “Business”).\n2. Confidential Information. I acknowledge that for the purposes of this Agreement, the term “Confidential Information” shall mean all\ninformation (financial, technical or otherwise) in whatever form (written, oral or otherwise) that relates to the Company’s Business and which is\ndisclosed to me or acquired by me in the course of my employment in any way concerning the trade secrets, projects, activities, business, clients,\ntrade practices, know-how or affairs of the Company, its parents, subsidiaries and affiliates, including, without limitation, all information concerning\nresearch, development tools, applications, products, business formulas, discoveries, ideas, concepts, know-how, techniques, diagrams, flow charts,\ndata, algorithms, source and object code, methods of operations, solutions, tools, marketing and development plans, customer or investor names,\ntransactions, acquisitions, all marketing plans, strategies and forecasts and other technical or business information, regarding existing and/or\ncontemplated products, processes, techniques or know-how, or any data or information developed by me pursuant to the performance of my services\nhereunder. I further understand that Confidential Information does not include any of the foregoing items which have become publicly known and\nmade generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the Confidential Information\ninvolved.\n3. Use of Confidential Information.\n(a) During the course of my employment, I acknowledge that I will have access to Confidential Information. Therefore, during the term\nof my employment, and for all times thereafter, I will treat as confidential and, except as required in the performance of my employment duties and\nresponsibilities, will not disclose, publish, use or otherwise make available to the public or to any individual, firm or corporation any Confidential\nInformation.\n(b) I shall notify the Company immediately upon discovery of any unauthorized disclosure of Confidential Information, use of\nConfidential Information other than in carrying out my duties with the Company, or any other breach of this Agreement by me, and will cooperate\nwith the Company in every reasonable way to help the Company regain possession of the Confidential Information and prevent its further\nunauthorized use.\n4. Return of Confidential Information. I agree that all Confidential Information, together with all notes and records relating thereto, and all\ncopies, duplicates, reproductions, facsimiles or excerpts thereof in my possession, are the exclusive property of the Company. I will return promptly\nall such materials to the Company upon the termination of my employment or upon the Company’s demand. In addition, I will return promptly to the\nCompany upon the\nconclusion of my employment all reports, files, memoranda, records and software, credit cards, cardkey passes, door and file keys, computer access\ncodes or disks, instructional material, and other physical or personal property which I receive or prepare in connection with my employment with the\nCompany.\n5. Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any\nproprietary information or trade se
fdf657ad612664d6f363040992f9a93c.pdf	effective_date jurisdiction party term	EX-7.2 3 dex72.htm CONFIDENTIALITY AGREEMENT\nExhibit 7.2\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement dated as of January 27, 2011 (the “Agreement”), is entered into between 99¢ Only Stores, a California\ncorporation (the Company”), and Leonard Green & Partners, L.P., a Limited Partnership (“Counterparty”). Each of the Company and Counterparty\nare referred to herein as a “Party.”\nRECITALS\nA. Counterparty is evaluating, together with certain members of the Gold family and the Company’s CEO, a possible negotiated\ntransaction (a “Possible Transaction”) involving the Company, and has requested access to certain information concerning the Company.\nB. The Company requires, as a condition to providing such information to Counterparty or its Representatives, that any information\nprovided by it or on its behalf to Counterparty or its Representatives shall be kept strictly confidential, and that Counterparty agrees to certain other\nrestrictions and agreements, all as set forth herein.\nNOW, THEREFORE, in consideration of the foregoing recitals and the agreements contained herein, and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:\nARTICLE 1\nDEFINITIONS\nSection 1.1 Certain Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings:\n(a) “Affiliate” of a specified person shall mean any corporation or other person or entity that directly or indirectly, through one or more\nintermediaries, controls, is controlled by, or is under common control with the person specified. The term “control” means the possession, direct or\nindirect, of the power to direct or cause the direction of the management and policies of a person or entity.\n(b) “Representatives” means a Party’s officers, directors, employees, legal counsel, financial advisors and, in the case of Counterparty,\nany consultant to Counterparty who has been pre-approved in writing by the Company.\n(c) “Restriction Period” means the period commencing on the date hereof and ending on the date that is 18 months from the date hereof.\n1\n(d) “Review Material” means any and all information, data, and analyses, whether written or oral, and any and all documents and\nmaterials, furnished by the Company or its Representatives to Counterparty or its Representatives relating to a Possible Transaction or furnished in\nconnection with the consideration of a Possible Transaction, and any and all analyses, compilations, studies, documents, or other material prepared\nby Counterparty or its Representatives containing or based in whole or in part upon such information, data, and analyses, documents, and materials\n(“Counterparty Materials”), but does not include information, data, analyses, documents, or materials that (i) is when furnished or thereafter becomes\navailable to the public other than as a result of a disclosure by Counterparty or its Representatives, or (ii) is already in the possession of or becomes\navailable to Counterparty or its Representatives on a non-confidential basis from a source other than the Company, any of its Affiliates, or any of its\nor its Affiliates’ Representatives, provided that, to the knowledge of Counterparty, such source is in lawful possession of such information, data,\nanalyses, documents or materials and is not and was not bound by an obligation of confidentiality to the Company, any of its Affiliates, or any of its\nor its Affiliates’ Representatives, or (iii) Counterparty can demonstrate has been independently developed by it or its Representatives without a\nviolation of this Agreement.\nARTICLE 2\nCONFIDENTIALITY\nSection 2.1 Confidentiality Obligation. Except as otherwise contemplated in Section 2.2, Counterparty shall, and shall cause its\nRepresentatives to, (a) keep strictly confidential and use its best efforts to protect against 
ff2f9c3d7198b961852b39b2b3969255.pdf	effective_date jurisdiction party term	EX-10.1 2 dex101.htm INDEMNIFICATION AGREEMENT AND CONFIDENTIALITY AGREEMENT WITH\nDAVID FREEMAN\nExhibit 10.1\nEXHIBIT B\nINDEMNIFICATION AGREEMENT\nThis Agreement, made and entered into (“Agreement”), by and between Lydall, Inc., a Delaware corporation (“Company”), and David\nFreeman (“Indemnitee”):\nWHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities\nunless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions\nagainst them arising out of their service to and activities on behalf of the corporation; and\nWHEREAS, the current impracticability of obtaining adequate insurance and the uncertainties relating to indemnification have increased the\ndifficulty of attracting and retaining such persons;\nWHEREAS, the Board of Directors of the Company has determined that the inability to attract and retain such persons is detrimental to the\nbest interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such\nprotection in the future; and\nWHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest\nextent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so\nindemnified; and\nWHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the\ncondition that he be so indemnified;\nNOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant\nand agree as follows:\nSection 1. Services by Indemnitee. Indemnitee agrees to serve (as a director, officer, employee, agent of the Company) (at the request of\nthe Company, as a director, officer, employee, agent, fiduciary of another corporation, partnership, joint venture, trust employee benefit plan or other\nenterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation\nimposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position.\n1\nSection 2. Indemnification - General. The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as\nprovided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time.\nThe rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of\nthis Agreement.\nSection 3. Proceedings Other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of\nindemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to\nany threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to\nthis Section 3, Indemnitee shall be indemnified against all expenses, judgements, penalties, fines, and amounts paid in settlement actually and\nreasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in\na manner be reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no\nreasonable cause to believe his conduct was unlawful.\nSection 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this\nSection 4 if, by reason of his Corporate Status, he is, or is threatened to b