kleister-nda/dev-0/in.tsv

073f3b9eb0c7088be4ef688f4edfdb6d.pdf	effective_date jurisdiction party term	EX-10 5 ex10-4 .htm EXHIBIT 10.4\nExhibit 10.4\nAMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENT\nTHIS AMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENT (this “Agreement”) is made and entered into\nas effective of May 20, 2014 (the “Revised Effective Date”), by and between LIQUIDMETAL TECHNOLOGIES, INC., a Delaware\ncorporation having its principal place of business at 30452 Esperanza, Rancho Santa Margarita, CA 92688, on behalf of itself and its affiliates or\nsubsidiaries other than Crucible Intellectual Property, LLC (collectively “Liquidmetal”), and VISSER PRECISION CAST, LLC, a Colorado\nlimited liability company having its principal place of business at 6275 E 39 Street, Denver, CO 80207 (“VPC”). Liquidmetal and VPC are\nparties to that certain Settlement Agreement and Mutual General Release (“Settlement Agreement”), Amended and Restated VPC Sublicense\nAgreement (“Sublicense”), Amended and Restated Common Stock Purchase Warrant (“Warrant”), and Amended and Restated Registration\nRights Agreement (“Rights Agreement”), each dated as of May 20, 2014. Liquidmetal and VPC are hereinafter referred to individually as a\n“Party” and together as the “Parties.”\nWHEREAS, Liquidmetal and VPC are parties to that certain Mutual Non-Disclosure Agreement (the “Original Agreement”) dated\nJune 1, 2012 (the “Original Effective Date”); and\nWHEREAS, the Parties have entered into the Settlement Agreement, the Sublicense, the Warrant and the Rights Agreement (such\nAgreements, together with this Agreement, collectively the “Revised Transaction Documents”); and\nWHEREAS, during the course of their business relationship, both prior to the Original Effective Date and thereafter, each Party has\nhad and may in the future have access to Confidential Information (as defined below) of the other Party,\nNOW, THEREFORE, in consideration of the foregoing recital and the covenants, terms, and conditions set forth below, the Parties\nhereby agree as follows:\n1.\nCERTAIN DEFINITIONS.\n“Affiliate” shall mean, with respect to a Party, any other entity that controls, is controlled by, or is under common control with such Party. The\nterm “Affiliate” includes, without limitation, all subsidiaries, parent companies, partnerships, and joint ventures of the specified Party.\n“Confidential Information” shall mean any and all nonpublic information concerning or arising from Discloser’s or its Affiliates’ business,\nwhether disclosed prior to or after the Original Effective Date or the Revised Effective Date, and including particularly, but not by way of\nlimitation, trade secrets used, developed or acquired by Discloser in connection with its business; information concerning the manner and details\nof Discloser’s operation, organization and management; financial information and/or documents and nonpublic policies, procedures and other\nprinted or written material generated or used in connection with Discloser ’s business; Discloser ’s business plans and strategies; the identities of\ndistributors, contractors and vendors utilized in Discloser’s business; the details of Discloser ’s relationship with such distributors, contractors\nand vendors; nonpublic forms, contracts and other documents used in Discloser’s business; the nature and content of computer software or\ntechnologies used in Discloser’s business, whether proprietary to Discloser or used by Discloser under license from a third party; Discloser’s\ninventions, trade secrets, know-how, products or processes in development, engineering, methodologies, concepts, techniques, discoveries,\nprocesses, drawings, designs, research, and plans or specifications relating thereto; and all other information concerning Discloser’s concepts,\nprospects, customers, employees, contractors, earnings, products, services, equipment, systems, and/or prospective and executed contracts and\nother business arrangements. “Confidential Information” als
0d3f3a02773949e285cfc3ad2fe4dbf5.pdf	effective_date jurisdiction party term	Exhibit L-2\nto Amended and Restated Loan Guarantee Agreement\nFORM OF NONDISCLOSURE AGREEMENT FOR LENDER’S ENGINEER\n[FORM OF] NONDISCLOSURE AGREEMENT\nThis Nondisclosure Agreement (this “Agreement”) is dated [\n] and is between [\n,a\ncorporation] [[\n], an employee\nof\n](26) (“Recipient”) and Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation\norganized and existing under the laws of Georgia (“OPC”). Capitalized terms used but not otherwise defined in this Agreement have the\nmeanings provided in the EPC Agreement, as defined in Article 2(b)(i) below.\n1.\nRecipient is participating in providing technical advisory and support services to the Department of Energy, Loan Programs\nOffice (“DOE”), under Contract No. DE-DT002463 (the “Contract”), in connection with (a) DOE’s negotiation of certain loan guarantee\nagreements and related financing documents between DOE and each of Georgia Power Company (“GPC”), OPC and/or the Municipal Electric\nAuthority of Georgia or any of its wholly owned subsidiaries (each, a “DOE Borrower”) pursuant to which DOE would guarantee the repayment\nof a loan to such DOE Borrower for the construction, operation and ownership of Vogtle Units 3 and 4 (the “Project”) and (b) the related due\ndiligence (each such guarantee, a “DOE Loan Guarantee”; such loan guarantee agreements collectively, the “DOE Loan Guarantee\nAgreements”).\n2.\n(a)\nIn order to permit Recipient to review Confidential Information (as hereinafter defined) of OPC and/or its Contractor,\na consortium composed of Westinghouse Electric Company, LLC (“Westinghouse”) and Stone & Webster, Inc. (“Stone & Webster”), that may be\ncontained in the materials described in Article 2(b) hereof (the “Documents”), OPC and Recipient desire to enter into this Agreement which shall\napply to any review of Confidential Information contained in the Documents after the date hereof by Recipient. For the purposes of this\nAgreement, “Confidential Information” means the entirety of Documents identified in Section 2(b) below, but excludes any Publicly Disclosed\nInformation (as defined herein) or which Recipient has been authorized in writing by OPC to publicly disclose (excluding the disclosures\npermitted to be made by Recipient pursuant to Article 3.C below). For purposes of this Agreement, “Publicly Disclosed Information” means\nterms, conditions or other information that has become generally available to the public other than: (i) as a result of disclosure by Recipient, or\n(ii) any Confidential Information that Recipient knows has been disclosed by a third party (x) approved to receive such Confidential Information\nhereunder in violation of the terms of this Agreement or (y) in violation of any obligation of confidentiality of such third party similar to the\nterms of this Agreement.\n(b)\nThe Documents to which this Agreement shall apply are:\ni. the Engineering, Procurement and Construction Agreement between GPC, acting for itself and as agent for the other Owners\n(as such term is defined therein, the “Owners”), and a consortium consisting of Westinghouse and Stone & Webster\n(26) For Lender ’s Engineer ’s NDA, use first bracketed option; for each individual Lender’s Engineer employee’s NDA, use\nsecond bracketed\noption.\nExhibit L-2\n- Page1\n(collectively, the “Contractor”), dated as of April 8, 2008, as it may be amended from time to time, for the Project (the “EPC\nAgreement”);\nii. an executed copy of the Toshiba Guarantee, as it may be amended from time to time in the form attached as Exhibit V-1 to the\nEPC Agreement;\niii. an executed copy of the Shaw Guarantee, as it may be amended from time to time in the form attached as Exhibit V-2 to the\nEPC Agreement;\niv. an executed copy of the Software License (as it may be amended from time to time, the “Software License”) attached as\nExhibit M to the EPC Agreement;\nv. the 
0f32a3a54d9c1e42d26f66746821c3bf.pdf	effective_date jurisdiction party term	EX-99.D.3 12 d438799dex99d3.htm AMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENT\nExhibit (d)(3)\nEXECUTION COPY\nAMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENT\nThis Amended and Restated Mutual Nondisclosure Agreement (this “Agreement”), by and between JDA Software Group, Inc., a Delaware\ncorporation (together with its subsidiaries, “JDA”), and RedPrairie Holding, Inc., a Delaware corporation (together with its subsidiaries and New\nMountain Capital, LLC, “RHI”) (each a “Party” and collectively, the “Parties”), is dated as of the latest date set forth on the signature page hereto.\n1. General. In connection with the consideration of a possible transaction involving RHI and JDA (a “Possible Transaction”), the Party\nreferred to as the “Provider” is prepared to make available to the Party referred to as the “Recipient” certain “Evaluation Material” (as defined in\nSection 2 below) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term “Evaluation Material” means information concerning the Provider which is furnished on or after November 8, 2011 to the\nRecipient or its Representatives (as defined below) on the Recipient's behalf in connection with the Recipient’s evaluation of a Possible\nTransaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies,\ninterpretations or other documents prepared by the Recipient or its Representatives to the extent containing or which are based upon, in whole\nor in part, the information furnished by the Provider hereunder, The term Evaluation Material does not include information which (i) is or\nbecomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was\nwithin the Recipient’s or its Representatives possession prior to its being furnished to the Recipient or its Representatives by or on behalf of\nthe Provider, provided that the source of such information was not known by the Recipient or its Representatives to be bound by a\nconfidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such\ninformation, (iii) is or becomes available to the Recipient or its Representatives on a non-confidential basis from a source other than the\nProvider or its Representatives, provided that the source of such information was not known by the Recipient or its Representatives to be\nbound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to\nsuch information, or (iv) was or is independently developed by the Recipient or the Recipient’s Representatives without the use of or reference\nto any Evaluation Material provided by or on behalf of Provider or its Representatives.\n(b) The term “Representatives” in the case of JDA shall mean the directors, officers, employees, counsel, investment bankers, financial\nadvisors, agents, consultants, advisors, accountants or auditors of JDA. The term “Representatives” in the case of RHI shall mean the\ndirectors, officers, employees, counsel, and with prior written consent of JDA (not to be unreasonably withheld), investment bankers, financial\nadvisors, potential sources of capital or financing (debt or equity), agents, consultants, advisors, accountants or auditors of RHI.\nNotwithstanding the foregoing, nothing in this Agreement shall restrict the ability of RHI to\ndiscuss with, or engage, Greenhill & Co, or Bain & Company to act as its consultant, investment banker or financial advisor in connection with\na Possible Transaction or to discuss with, or engage, Deloitte as its advisor or accountant in connection with a Possible Transaction.\n(c) The term “Person” includes the media and 
0fe8eaee697774ac95f9186dd2fc3364.pdf	effective_date jurisdiction party term	EX-10.1 2 a09-6413_1ex10d1.htm EX-10.1\nExhibit 10.1\nEffective as of February 23, 2009\nKenneth M. Bate\n33 Middle Street\nConcord, MA 01742\nDear Ken:\nEffective immediately prior to the closing of the Merger (as such term is defined in that certain Agreement and Plan of Merger, dated as\nof January 27, 2009, by and among NitroMed, Inc. (“NitroMed”), NTMD Parent Acquisition Corp., NTMD Acquisition Corp., Deerfield Private\nDesign Fund, L.P., Deerfield Private Design International, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund\nInternational Limited), unless you are earlier terminated for cause, you will be terminated without cause as NitroMed’s President, Chief Executive\nOfficer and Interim Chief Financial Officer. This agreement (the “Agreement”) sets forth the terms pursuant to which you will be terminated\nwithout cause immediately prior to closing of such Merger; the time of such closing is referred to herein as the “Effective Time” and the date of\nsuch closing is referred to herein as the “Effective Date.”\n1. Separation Benefits. Reference is hereby made to that certain Retention Agreement, dated as of January 23, 2007, between you and\nNitroMed, as amended by that certain letter agreement dated as of December 29, 2008, which is attached to this Agreement as Exhibit A and is\nincorporated herein (the “Change in Control Agreement”). In connection with the termination without cause of your employment immediately\nprior to the Effective Time, NitroMed is required to provide you with the benefits set forth in the Change in Control Agreement, including\nwithout limitation the benefits set forth in Section 4.2 thereof.\n2. Other Agreements. You hereby reaffirm your obligations set forth in the NitroMed Inventions and Non-Disclosure Agreement\npreviously executed between NitroMed and you (attached hereto as Exhibit B and incorporated herein by reference). You further agree to abide\nby any and all common law and/or statutory obligations relating to the protection and non-disclosure of NitroMed’s trade secrets and/or\nconfidential and proprietary documents and information.\n3. Release. You hereby acknowledge and agree that by signing this Agreement and accepting the economic benefits set forth in\nparagraph 1 above, you are waiving your right to assert, and releasing NitroMed from, any form of legal claim against NitroMed of any kind\nwhatsoever from the beginning of time through and including the Effective Date. Your waiver and release is intended to bar any form of legal\nclaim, charge, complaint or any other form of action (jointly referred to as “Claims”) against NitroMed seeking any form of relief including,\nwithout limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary\nrecovery\nwhatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’\nfees and any other costs) against NitroMed up through and including the Effective Date. You understand that there could be unknown or\nunanticipated Claims resulting from your employment with NitroMed and the termination thereof and agree that such Claims are intended to be,\nand are, included in this waiver and release.\n4. Miscellaneous. This Agreement does not confer any additional benefits upon you that you are not otherwise already entitled to\nreceive pursuant to existing agreements between you and NitroMed, and the benefits set forth in paragraph 2 of this Agreement reflect all of the\nseverance benefits that you are entitled to receive upon termination of your employment at the Effective Time. No variations or modifications\nhereof shall be deemed valid unless reduced to writing and signed by NitroMed and you. This Agreement shall be deemed to have been made in\nthe Commonwealth of Massachusetts and shall take effect as an instrument under seal within the Commonwealt
11d0a5b1f6e460c7033d57661026d00c.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 8 d901048dex99d3.htm CONFIDENTIALITY AGREEMENT BY AND BETWEEN AUSPEX AND\nTEVA, DATED MARCH 1, 2015\nExhibit (d)(3)\nCONFIDENTIALITY AGREEMENT\nTHIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of March 1, 2015 between AUSPEX\nPHARMACEUTICALS, located at 3333 North Torrey Pines Court, Suite 400, La Jolla, CA 92037 (“Company”), and TEVA\nPHARMACEUTICAL INDUSTRIES, LTD., with a principal place of business at 5 Basel Street, Petach Tikva 4951033, Israel (“TEVA”).\nIn order to facilitate the consideration and negotiation of a possible negotiated transaction involving Company and Teva (referred to\ncollectively as the “Parties” and individually as a “Party”), each Party has either requested or may request access to certain non-public\ninformation regarding the other Party and the other Party’s subsidiaries. (Each Party, in its capacity as a provider of information, is referred to in\nthis Agreement as the “Provider”; and each Party, in its capacity as a recipient of information, is referred to in this Agreement as the\n“Recipient”.) This Agreement sets forth the Parties’ obligations regarding the use and disclosure of such information and regarding various\nrelated matters.\nThe Parties, intending to be legally bound, acknowledge and agree as follows:\n1. Limitations on Use and Disclosure of Confidential Information. Subject to Section 4 below, neither the Recipient nor any of the\nRecipient’s Representatives (as defined in Section 14 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 possible negotiated transaction between the Parties; or\n(b) disclose any of the Provider ‘s Confidential Information to any other Person (as defined in Section 14 below).\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\nactions 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 or any investment banks or outside\nlegal counsel retained by the Provider in connection with the possible transaction (the “Provider Contact Person”). Neither the Recipient nor any\nof the Recipient ‘s Representatives will contact or otherwise communicate with any other Representative or employee of the Provider in\nconnection with a possible transaction without the prior written authorization of the Provider Contact Person.\n3. No Representations by Provider. The Provider Contact Person will have the exclusive authority to decide what Confidential\nInformation (if any) of the Provider is to be made available to the Recipient and its Representatives. Neither the Provider nor any of the\nProvider ’s Representatives will be under any obligation to make any particular Confidential Information of the Provider available to the\nRecipient or any of the Recipient’s Representatives or to supplement or update any Confidential Information of the Provider previously\nfurnished. Neither the Provider nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the\naccuracy or completeness of any of the Provider’s Confidential Information, and neither the Provider nor any of its Representatives will have any\nliability to the Recipient or to any of the Recipient’s Representatives on any basis (including, without limitation, in co
12fe8459ce606334afe537b24f476fa2.pdf	effective_date jurisdiction party term	EX-10 .10 3 ex101011112.htm EXHIBIT 10.10\nExhibit 10.10\nNON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (this “Agreement”), dated this 11th day of January, 2012, is by and among First\nFinancial Northwest, Inc. (the “Company”), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners\nVI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L .I . Multi-Series Fund L.P., Stilwell\nAdvisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the "Stilwell Group") and Spencer L.\nSchneider, a director nominee of the Stilwell Group (“Schneider”).\nWHEREAS, the Company has agreed to place Schneider on its board of directors;\nWHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this\nAgreement as hereinafter described.\nNOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows:\n1.\nIn connection with Schneider serving on the Company’s board, Schneider and other Company employees, directors, and\nagents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared\namong the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all\nnonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and\nstate securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any\nother person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the\nfirst-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the\nCompany’s insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the\nextent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is\nintended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the “SEC”) set forth in\nSection 243.100(b)(2)(ii) of Regulation FD.\n2.\nEach of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and\nvalidly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement\nenforceable against them in accordance with its terms.\n3.\nSchneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a\ndirector of the Company as set forth in Article III, Section 4 of the Company’s bylaws and any additional applicable qualifications under the laws of\nthe State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director\nby order or other action of any court,\nregulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document\nfiled by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under\nItem 401(f) of SEC Regulation S-K.\n4.\nThe Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic\ninformation of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this\nAgreement and that, in addition to all other remedies, the Company may be entitled to seek specific pe
137b97581e7b68b665e86b37d0a25500.pdf	effective_date jurisdiction party term	EX-99.(D)(4) 9 dex99d4.htm MUTUAL NON-DISCLOSURE AGREEMENT\nExhibit (d)(4)\nMUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT\nThis MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT is made to be effective on 30th day of April, 2009, between California\nMicro Devices Corporation , a Delaware corporation having its principal place of business at 490 N. McCarthy Blvd., #100, Milpitas, CA 95035\ntogether with its Affiliates (the “Company”), and ON Semiconductor Corporation, a Delaware corporation having its principal place of business at\n5005 East McDowell Road, Phoenix, AZ 85008 USA together with its Affiliates (“ON”). ON and the Company propose to enter into discussions\nconcerning a corporate strategic transaction in which ON would acquire the Company via merger (a “Transaction”). In these discussions, each party\n(the “Discloser’”) will disclose information to the other party (the “Recipient”).\n1.0 DEFINITIONS. The term “Evaluation Material” shall mean information relating to the Discloser provided to the Recipient, and any other\ninformation derived by the Recipient or its directors, officers, employees, financial advisors, independent auditors, legal counsel or other agents or\nrepresentatives engaged for the Purpose (its “Representatives”) from the foregoing information related to the Discloser. The parties shall use\ncommercially reasonable efforts so that Evaluation Material provided in written form (including where provided in electronic or soft copy form) is\nlabeled as confidential or proprietary and Evaluation Material provided orally is designated as confidential or proprietary at the time of disclosure;\nprovided, however, that failure to do so shall not impact whether such information is Evaluation Material. “Affiliate” shall have the meaning given\nsuch term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”).\n2.0 PURPOSE. Each party agrees not to use, or allow the use by any of its Representatives, any portion of the other party’s Evaluation\nMaterial for any purpose other than evaluating a possible Transaction (the “Purpose”). Thus, for example, the Recipient will not interfere with any\nbusiness of Discloser through the use of any Evaluation Material or knowledge acquired under this Agreement nor use any such Evaluation Material\nfor its own account other than for the Purpose. In furtherance of the Purpose and subject to the terms and conditions of this Agreement, each party\nagrees to make available to the other party certain Evaluation Material.\n3.0 OBLIGATIONS OF CONFIDENTIALITY; LIMITATION OF USE.\n3.1 Each party agrees to keep confidential, and not to disclose or allow disclosure by any of its Representatives to others of any portion of, the\nother party’s Evaluation Material, except as provided for in this Agreement and except to its Representatives on a need to know basis after they have\nbeen informed of and have agreed to abide by the confidentiality and use restrictions in this Agreement. Each party shall be responsible for any\nbreach of this Agreement by its Representatives or Affiliates. Recipient shall protect the Evaluation Material with at least the same standard of care\nas it exercises to protect its own confidential information of like importance, but in no event less than reasonable care.\n3.2 Without limiting Section 3.1 above, a party will not, nor will it allow any of its Representatives to, (except as provided for in this\nAgreement or as required by applicable law or legal process) disclose to any third party, any information regarding the Transaction or any\ninformation relating in any way to the Evaluation Material, including, without limitation (i) that any investigations, discussions or negotiations are\ntaking or have taken place concerning a possible Transaction, including the status thereof or the termination of such discussions or negotiations,\n(ii) any of the terms, conditions or other facts with respect to any such po
14b0b2208aaab4da5388590f9ed8e03c.pdf	effective_date jurisdiction party term	EX-10 .2 3 ex10-2.htm EXHIBIT 10.2\nExhibit 10.2\nEXHIBIT A\nCONFIDENTIAL INFORMATION, NON-DISCLOSURE, NON-SOLICITATION,\nNON-COMPETE, AND RIGHTS TO INTELLECTUAL PROPERTY AGREEMENT\nThis CONFIDENTIAL INFORMATION, NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETE, AND RIGHTS\nTO INTELLECTUAL PROPERTY AGREEMENT (hereinafter this “Agreement” or this “Confidentiality Agreement”) is made as of June 22,\n2016, by and between Nat Krishnamurti, who currently resides at [ ] (“Employee”) and Interpace Diagnostics Group, Inc. (formerly PDI,\nInc. and hereinafter together with PDI, Inc., Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC referred to as “Employer”),\nhaving its principal place of business at Morris Corporate Center 1-Building A/B, 300 Interpace Parkway, Parsippany, New Jersey 07054\n(collectively the “Parties”).\nWHEREAS, Employee is presently serving and continues to serve as Chief Financial Officer, Treasurer, and Secretary of\nEmployer;\nWHEREAS, Employer will continue to employ Employee in a position of trust and confidence to aid Employer in its\nBusiness;\nWHEREAS, Employer desires to receive from Employee a covenant not to disclose certain information relating to\nEmployer ’s Business and certain other covenants;\nWHEREAS, as a material inducement to Employer to employ and continue to employ Employee and pay Employee salary\nand other remuneration and benefits during his employment, Employee has agreed to such covenants; and\nWHEREAS, Employer and Employee desire to set forth, in writing, the terms and conditions of their agreements and\nunderstandings with respect to such covenants.\nNOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and for other good and\nvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound, agree as\nfollows:\n1. Business. For purposes of this Agreement, the Business of Employer consists of developing and conducting molecular\ndiagnostic testing to assist in the treatment of pancreatic, biliary, esophageal and thyroid cancers (the “Business”). The Business is highly\ncompetitive and specialized involving highly sensitive information.\n2. Employer. As used herein, the term “Employer” shall mean Interpace Diagnostics Group, Inc. (formerly and including\nPDI, Inc.); Interpace Diagnostics, LLC; Interpace Diagnostics Corporation; and any and all related or affiliated entities, including, but not\nlimited to any other business entity which is, was, or becomes a predecessor, subsidiary, or parent of the above-listed entities and/or which is,\nwas, or becomes an affiliate of one or more of the above-listed entities by virtue of common (although not identical) ownership and for which\nEmployee is providing services in any form during his employment with Employer.\n1\n3. Notice.\nAny notice required to, or permitted to, be given hereunder shall be sufficient if in writing (a) delivered\npersonally, (b) sent by first class certified mail, return receipt requested, postage and fees prepaid, or (c) sent by prepaid overnight delivery\nservice, to the parties at the following addresses (or at such other addresses as shall be specified by the parties in a like notice):\nIf to Employer:\nInterpace Diagnostics Group, Inc.\nMorris Corporate Center I\nBuilding A/B\n300 Interpace Parkway\nParsippany, New Jersey 07054\nAttn.: Chief Executive Officer\nIf to Employee:\nNat Krishnamurti\n[]\n[]\nAll notices shall be deemed to have been given upon receipt if delivered personally, or by recognized overnight courier, or five\n(5) days after mailing if mailed.\n4.\nConfidential Information, Non-Disclosure. Employee understands and recognizes that in his position as Chief\nFinancial Officer, Treasurer, and Secretary of Employer, he has been and will be afforded substantial access to Confidential Information (as that\nterm is defined below) the unauthorized use, disclosure and/or pub
159ce2a2e6936e25efdc717e2a623497.pdf	effective_date jurisdiction party term	EX-10 .6 .2 22 v321826_ex10-6x2.htm EXHIBIT 10.6 .2\nExhibit 10.6.2\nINVENTION, NON-DISCLOSURE, AND NON-SOLICITATION AGREEMENT\nThis Invention, Non-Disclosure, and Non-Solicitation Agreement is made by and between Intercept Pharmaceuticals, Inc. (the\n“Company”) and David Shapiro (the “Employee”).\nIN CONSIDERATION of the Employee's employment by the Company, and for other good and valuable consideration, the sufficiency\nof which is hereby acknowledged, the Employee agrees as follows:\n1.\nCondition of Employment.\nThe Employee acknowledges that his/her employment with the Company is contingent upon his/her agreement to sign and adhere to the\nprovisions of this Invention, Non-Disclosure, and Non-Solicitation Agreement (the “Agreement”).\n2.\nProprietary and Confidential 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 (including business and marketing plans), research data, clinical\ndata, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a\nlicense agreement), 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, documents, letters, memoranda, reports, records, data, sketches, drawings, models,\nlaboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible\nmaterial containing Proprietary Information, whether created by the Employee or others, which shall come into his/her custody or possession,\nshall be and are the exclusive property of the Company to be used by the Employee only in the performance of his/her duties for the Company\nand shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or\ncopies thereof and all tangible property of the Company in the custody or possession of the Employee shall be delivered to the Company, upon\nthe earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Employee shall not retain any such\nmaterials or copies thereof or any such tangible property.\n(c)\nThe Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in\nparagraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such\ntypes of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may\nhave disclosed or entrusted the same to the Company or to the Employee.\n3.\nInventions.\n(a)\nThe Employee will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries,\ntrade secrets, secret processes, technology, know-how, methods, developments, software, and works of authorship or other creative works,\nwhether patentable or not, which are created, made, conceived or reduced to practice by the Emp
2572bba862c654e665039f634c132fea.pdf	effective_date jurisdiction party term	EX-99.(D)(4) 9 d110802dex99d4.htm EX-99.(D)(4)\nExhibit (d)(4)\nCONFIDENTIAL\nAMENDMENT NO. 1 TO\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Amendment No. 1 to Mutual Non-Disclosure Agreement (this “Amendment”), dated as of December 11, 2015 (the “Amendment\nDate”), is made between Anadigics, Inc. (“Anadigics”) and II-VI Incorporated (“Counterparty”) with reference to the following facts:\nA. Anadigics and Counterparty entered into a Mutual Non-Disclosure Agreement dated as of November 11, 2015 (the “Agreement”).\nB. The parties desire to provide for certain “clean room” procedures as set forth below.\nC. Any term defined in the Agreement and used in this Amendment shall have the meaning ascribed to it in the Agreement.\nNOW, THEREFORE, in respect of the foregoing premises and the covenants set forth herein, the parties hereto agree as follows:\n1. Clean Room Procedures. The parties hereby amend the Agreement to add the following procedures and protocols with respect to the\nreview and analysis by the representatives of Counterparty listed on Exhibit A (the “Clean Room Team”) of certain redacted contracts containing\nconfidential Evaluation Material (as determined by the following procedures and protocols, “Clean Room Information”). The parties agree to\nadhere to the following procedures and protocols in connection with the Clean Room Information:\n(a) A separate electronic, password-protected virtual clean room database on the diligence datasite (the “Clean Room”) will be\nadministered and made available by Anadigics or its designated representatives solely to the Clean Room Team. Any and all and only\nsuch Evaluation Material as is made available in or through the Clean Room and not otherwise made available by Anadigics to\nCounterparty or any of its representatives outside of the Clean Room shall be deemed to be Clean Room Information.\n(b) Anadigics or its designated representatives will determine, in their sole discretion, which Evaluation Material will be made\navailable for review and analysis by the Clean Room Team in the Clean Room.\n(c) Each member of the Clean Room Team will use Clean Room Information only to prepare written analyses or summaries to\nevaluate a Transaction, subject to the restrictions described herein.\n(d) The members of the Clean Room Team will be the only persons (i) permitted access to the Clean Room and (ii) subject to the\nterms of this Amendment, authorized to review Clean Room Information.\n(e) No disclosure, exchange or other communication, direct or indirect, of Clean Room Information, or any analyses, summaries,\nnotes, memos or other\ndocuments or information created from or with respect thereto, are permitted between the Clean Room Team, on one hand, and\nCounterparty or any of Counterparty’s other representatives, on the other hand, other than:\n(i) Written, videotaped, digitized or otherwise recorded analyses or summaries prepared by the Clean Room Team with respect to\nClean Room Information that (A) is general and summary in nature and (B) does not contain or disclose Restricted Information (as\ndefined in Exhibit B). Such written analyses and summaries shall be prepared in accordance with the guidelines set forth on Exhibit\nB.\n(ii) Oral communications between members of the Clean Room Team, on the one hand, and Counterparty and Counterparty’s\nRepresentatives that are not members of the Clean Room Team, on the other hand, of Clean Room Information (or any written,\nvideotaped, digitized or otherwise recorded analyses or summaries thereof prepared by members of the Clean Room Team) (A) shall\nbe general and summary in nature and (B) shall not contain or disclose Restricted Information. Such oral communications shall be\nsubject to the same guidelines set forth on Exhibit B applicable to the preparation of analyses or summaries as provided above.\nAny such analyses or summaries or any oral communications of Clean Room Information shall be deemed to be Evaluation Ma
2580d4ca2d7ae09df407f96f04551eb1.pdf	effective_date jurisdiction party term	PJM Interconnection, L.L.C.\nSubstitute First Revised Sheet No. 197\nThird Revised Rate Schedule FERC No. 24\nSuperseding First Revised Sheet No. 197\nSCHEDULE 10 -\nFORM OF NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is made this\nday of\n, 2004, by and between\n,an\nAuthorized Person, as defined below, of\n(the “State Commission”) having jurisdiction within the State of\n, with offices at\nand PJM Interconnection, L.L .C., a Delaware limited liability company, with offices at 955 Jefferson Avenue, Valley Forge Corporate\nCenter, Norristown, PA 10403 (“PJM”). The State Commission and PJM shall be referred to herein individually as a “Party,” or collectively as the\n“Parties.”\nRECITALS\nWhereas , PJM serves as the Regional Transmission Organization with reliability and/or functional control responsibilities over transmission\nsystems involving fourteen states including the District of Columbia, and operates and oversees wholesale markets for electricity pursuant to the\nrequirements of the PJM Tariff and the Operating Agreement, as defined below; and\nWhereas, the PJM Market Monitor serves as the monitor for PJM’s wholesale markets for electricity, and\nWhereas , the Operating Agreement requires that PJM and the PJM Market Monitor maintain the confidentiality of Confidential Information;\nand\nWhereas , the Operating Agreement requires PJM and the PJM Market Monitor to disclose Confidential Information to Authorized Persons\nupon satisfaction of conditions stated in the Operating Agreement, including, but not limited to, the execution of this Agreement by the Authorized\nPerson and the maintenance of the confidentiality of such information pursuant to the terms of this Agreement; and\nWhereas , PJM desires to provide Authorized Persons with the broadest possible access to Confidential Information, consistent with PJM’s\nand the PJM Market Monitor’s obligations and duties under the PJM Operating Agreement, the PJM Tariff and other applicable FERC directives;\nand\nWhereas , this Agreement is a statement of the conditions and requirements, consistent with the requirements of the Operating Agreement,\nwhereby PJM or the PJM Market Monitor may provide Confidential Information to the Authorized Person.\nPJM Interconnection, L.L.C.\nOriginal Sheet No. 197A\nThird Revised Rate Schedule FERC No. 24\nNOW, THERFORE, intending to be legally bound, the Parties hereby agree as follows:\n1. DEFINITIONS.\n1.1 Affected Member. A Member of PJM which as a result of its participation in PJM’s markets or its membership in PJM provided\nConfidential Information to PJM, which Confidential Information is requested by, or is disclosed to an Authorized Person under this\nAgreement.\n1.2 Authorized Commission. (i) A State (which shall include the District of Columbia) public utility commission within the geographic\nlimits of the PJM Region (as that term in defined in the Operating Agreement) that regulates the distribution or supply of electricity to\nretail customers and is legally charged with monitoring the operation of wholesale or retail markets serving retail suppliers or customers\nwithin its State or (ii) an association or organization comprised exclusively of State public utility commissions described in the\nimmediately preceding clause (i).\n1.3 Authorized Person. A person, including the undersigned, which has executed this Agreement and is authorized in writing by an\nAuthorized Commission to receive and discuss Confidential Information. Authorized Persons may include attorneys representing an\nAuthorized Commission, consultants and/or contractors directly employed or retained by an Authorized Commission, provided however\nthat consultants or contractors may not initiate requests for Confidential Information from PJM or the PJM Market Monitor\n1.4 Confidential Information. Any information that would be considered non-public or confidential under the Operating Agreement.\n1.5 FERC. The Federal Energy 
294941062474a6d42bdb6b9d4ab4545f.pdf	effective_date jurisdiction party term	EX-99.(D)(5) 11 d651999dex99d5.htm EX-(D)(5)\nExhibit (d)(5)\nEXECUTION VERSION\nCONFIDENTIAL\n3-WAY NON-DISCLOSURE AGREEMENT\nThis 3-WAY NON-DISCLOSURE AGREEMENT is made and entered into as of this 15th day of November, 2018 (the “Effective Date”), among\nTESARO, Inc. (“TESARO”), located at 1000 Winter Street, Waltham, MA 02451, GlaxoSmithKline LLC, located at 1250 South Collegeville Road,\nCollegeville, PA 19426 (“GSK”), and Ajinomoto Althea, Inc.DBA Ajinomoto Bio-Pharma Services(“ABPS”), located at 11040 Roselle Street, San\nDiego, CA 92121 (“APBS”). TESARO, GSK and Althea may be referred to, collectively, in this Agreement as the “Parties”, and, individually, as a\n“Party”.\n1. Purpose. TESARO and GSK are in discussions concerning a potential co-development collaboration for one or more of TESARO’s biologic\nproduct candidates, for which Althea performs sterile cGMP fill/finish services, and in connection therewith, GSK has requested to engage in\nbackground due diligence with Althea in regard to such sterile cGMP fill/finish services (the “Stated Purpose”). In connection with such due\ndiligence discussions, the Disclosing Party, may disclose or make available to the Receiving Party certain information which the Disclosing Party\ndesires the Receiving Party treat as confidential.\n2. Definition. “Confidential Information” means all information and materials of a confidential, secret or proprietary nature disclosed by or on\nbehalf of one Party (a “Disclosing Party”) to another Party (a “Receiving Party”), either directly or indirectly, in writing, orally or by inspection\nof tangible objects, including, without limitation, information and materials regarding technology, products, product candidates, research and\ndevelopment activities, results, compound designs or structures, manufacturing or other processes or methods, know-how, inventions or other\nintellectual property, the existence or content of licenses, the existence, status or content of licensing or collaboration negotiations, other\nagreements with third parties, information regarding facilities and financial and other business information, in each case whether or not identified\nor marked as “confidential” and including all documents, presentations, information, reports, materials, evaluations and copies to the extent\nincorporating or generated from any of the foregoing. Disclosing Party’s Confidential Information may also include information obtained by\nDisclosing Party from its collaborators, customers, suppliers, vendors and other third parties who have entrusted their confidential information to\nDisclosing Party.\nConfidential Information shall not, however, include any information which the Receiving Party can establish by written record: (i) was publicly\nknown and available in the public domain prior to the time of disclosure by Disclosing Party to Receiving Party; (ii) becomes publicly known and\navailable after disclosure by Disclosing Party to Receiving Party through no action or inaction of Receiving Party or any of Receiving Party’s\nagents or employees; (iii) was already in possession of Receiving Party, as evidenced by Receiving Party’s contemporaneous records, immediately\nprior to the time of disclosure to Receiving Party by Disclosing Party; (iv) is obtained by Receiving Party from a third party who has a right to\ndisclose such information free of any obligation of confidentiality and who did not derive the information from Disclosing Party; and (v) is\nindependently developed by Receiving Party without use of, or reference to, information provided by Disclosing Party as evidenced by Receiving\nParty’s contemporaneous records and other than under an agreement with the Disclosing Party.\n3. Non-Use and Non-Disclosure of Confidential Information. Receiving Party agrees not to use any Confidential Information of Disclosing Party\nfor any purpose other than the Stated Purpose or as otherwise approved in w
2b5702dbae143d75275161125a65cf81.pdf	effective_date jurisdiction party term	EX-99.(E)(10) 3 d473134dex99e10.htm CONFIDENTIALITY AGREEMENT\nExhibit(e)(10)\nDecember 17, 2012\nAllergan, Inc.\n2525 Dupont Drive\nIrvine, CA 92612-1599\nAttention: David M. Lawrence\nRe: Confidentiality Agreement\nLadies and Gentlemen:\nIn connection with your consideration of a possible transaction with or involving (a “Possible\nTransaction”) MAP Pharmaceuticals, Inc. and/or its subsidiaries, affiliates or divisions (collectively, with such\nsubsidiaries, affiliates and divisions, the “Company”), the Company is prepared to make available to you and your\nRepresentatives (as hereinafter defined) certain information concerning the business, products, markets, condition\n(financial or other), operations, assets, liabilities, results of operations, cash flows and prospects of the Company. As a\ncondition to such information being furnished to you and your Representatives, you agree that you shall, and shall cause\nyour Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this\nletter agreement and take or abstain from taking certain other actions as set forth herein. The term “Representatives”\nshall include your officers, directors, employees, outside legal counsel, accountants, agents and financial advisors, and\n(ii) with respect to the Company, shall include its officers, directors, employees, outside legal counsel, accountants,\nagents and financial advisors. Notwithstanding any other provision hereof, the Company reserves the right not to make\navailable hereunder any information, the provision of which is determined by it, in its sole discretion, to be inadvisable\nor inappropriate.\n1. Evaluation Material. The term “Evaluation Material” shall mean all information relating,\ndirectly or indirectly, to the Company or the business, products, markets, condition (financial or other), operations,\nassets, liabilities, results of operations, cash flows or prospects of the Company (whether prepared by the Company, its\nadvisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company to you or to your\nRepresentatives, before, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or\nfurnished, and shall be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other\ndocuments prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the\ninformation delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other\nprovision hereof, the term Evaluation Material shall not include information which (i) is or becomes generally available\nto the public other than as a result of a disclosure by you or your Representatives, (ii) was within your possession on a\nnon-confidential basis prior to it being furnished to you by or on behalf of the Company pursuant hereto, provided that\nthe source of such information was not known by you to be bound by a confidentiality agreement with, or other\ncontractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information,\n(iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its\nRepresentatives, provided that such source is not known by you to be bound by a confidentiality agreement with, or\nother\ncontractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information, or (iv) was\nindependently developed by you prior to or after the date of disclosure.\n2. Use and Disclosure of Evaluation Material. You recognize and acknowledge the competitive\nvalue and confidential nature of the Evaluation Material and the damage that could result to the Company if any\ninformation contained therein is disclosed to a third party. You hereby agree that you and your Representatives shall use\nthe Evaluation Material solely for the pur
372e268a1e8fe9d6eda0852402434170.pdf	effective_date jurisdiction party term	EX-10.33 15 w58244ex10-33.htm INVENTION & NON-DISCLOSURE AGREEMENT\nEXHIBIT 10.33\nINVENTION AND NON-DISCLOSURE AGREEMENT\nThis Agreement effective as of May 23, 2000 is made between uDate.com, Inc., a Delaware corporation (hereinafter referred to collectively with\nits predecessors and its past, current and future subsidiary corporations as the “Company”), and Anthony Dunn (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 duties as an employee of the Company) without written approval by an officer of the Company, either during or after his\nemployment with the Company, unless and until such Proprietary Information has become public knowledge 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 others,\nwhich shall come into his 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 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\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 obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and\n(b) above, and his obligation to return materials and tangible property, set forth in paragraph (b) above, also extends to such types of information,\nmaterials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted\nthe same to the Company or to the Employee.\n2. Developments.\n(a) The Employee will make, and has made, full and prompt disclosure to the Company of all inventions, improvements, discoveries,\nmethods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to\npractice by him or under his direction or jointly with others during his employment by the Company, whether or not during normal working hours or\non 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 his\nright, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this\nparagraph 2(b) shall not apply to Developments which do not relate to the present or planned business or research and development of the Co
3aeb57dd3d0c179a03480b814b66fb08.pdf	effective_date jurisdiction party term	EXHIBIT A\nNONDISCLOSURE AGREEMENT\nThis Nondisclosure Agreement (this “Agreement”) is dated as of ___ , 200__, between Virgin Mobile USA, LLC, a Delaware limited liability\ncompany (“VMU”), and\n, a licensee of Virgin Enterprises Ltd., and a ___ corporation (the “Company”).\nRECITALS\nA. VMU may disclose valuable proprietary information to the Company relating to VMU’s Stash Card program (the “Stash Program”).\nB. VMU and the Company want to protect the confidentiality of, maintain their respective rights in, and prevent the unauthorized use and\ndisclosure of such information.\nVMU and the Company hereby agree as follows:\n1. Confidential Information. As used in this Agreement, “Confidential Information” means all information, currently existing or subsequently\ncreated during the term of the relationship between the parties, that a party and/or any of its Affiliates owns or controls that is not generally publicly\navailable, whether of a technical, business or other nature (including but not limited to (a) financial information, including pricing; (b) technical\ninformation, including research, development, specifications, procedures, algorithms, data, designs, and know-how; and (c) business information,\nincluding operations, objectives, management, assets, results, planning, marketing, timing, strategic partners, customers and products), that is\ndisclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) or that is otherwise learned by the Receiving Party, in\neither case in the course of the discussions or business dealings with the Disclosing Party that are the subject of this Agreement, and which has been\nidentified as being confidential or which the Receiving Party knows or has reason to know by the nature of the circumstances surrounding the\ndisclosure or receipt ought to be treated as confidential.\n2. Use and Ownership of Confidential Information. The Receiving Party, except as expressly provided in this Agreement, will not disclose\nConfidential Information to anyone other than its Representatives (as defined in Section 7 below) who have a need to know without the Disclosing\nParty’s prior written consent. In addition, the Receiving Party will not use, or permit others to use, Confidential Information for any purpose other\nthan its evaluation of a potential business opportunity between the parties and, if desired by the parties, negotiation and consummation of a business\ntransaction between the parties pursuant to a definitive agreement.\nThe Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the Disclosing Party’s Confidential\nInformation, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. All Confidential\nInformation will remain the exclusive property of the Disclosing Party, and the Receiving Party will have no rights, by license or otherwise, to use\nthe Disclosing Party’s Confidential Information except as expressly provided herein.\n3. Exceptions. The obligations of Section 2 with respect to confidentiality and use will not apply to any information which (i) at the time of\ndisclosure was or thereafter becomes publicly\nVI\navailable without breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to its receipt from the Disclosing Party; (iii) is\nrightfully received from a third party that, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or\ntortious act; or (iv) was developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.\n4. Disclosures to Governmental Entities. If the Receiving Party becomes legally obligated to disclose Confidential Information of the Disclosing\nParty by law, regulation or any governmental entity with jurisdiction over it, including any court of competent jurisdiction, the Recei
3e1a3a5f4a419e58024088fb81964bca.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 10 d319057dex99d2.htm CONFIDENTIALITY AGREEMENT, EFFECTIVE AS OF JANUARY 25,\n2012\nExhibit (d)(2)\nPERSONAL AND CONFIDENTIAL\nJanuary 25, 2012\nAsahi Kasei Corporation\n1-105 Kanda Jinbocho,\nChiyoda-ku, Tokyo 101-8101\nJapan\nAttn: Koji Fujiwara, Director & Primary Executive Officer\nLadies and Gentlemen:\nIn connection with your consideration of a possible transaction (the “Possible Transaction”) with ZOLL Medical Corporation (the “Company”), you\nhave requested information concerning the Company and its subsidiaries and affiliates. You acknowledge that this information is confidential and\nproprietary and may include trade secrets or other business information the disclosure of which could harm the Company and its subsidiaries. In\nconsideration for, and as a condition to, such information being made available to you and your Representatives, you agree to treat any information,\nwhether written or oral, concerning the Company or any of its subsidiaries, affiliates or divisions (whether prepared by the Company, its advisors or\notherwise) that is furnished to you by or on behalf of the Company (herein collectively referred to as the “Evaluation Material”) in accordance with\nthe provisions of this letter agreement and to take or abstain from taking certain other actions herein set forth. The term “Evaluation Material”\nincludes, without limitation, all notes, analyses, compilations, Excel spread sheets, data, reports, studies, interpretations or other documents furnished\nto you or your Representatives (as defined below) or prepared by you or your Representatives to the extent such materials reflect or are based upon,\nin whole or in part, the Evaluation Material so furnished to you or your Representatives, and all “Confidential Information” of the Company under\nthe Mutual Nondisclosure Agreement, dated October 6, 2011, between you and the Company (the “Previous Nondisclosure Agreement”). The term\n“Evaluation Material” does not include information that (a) is or becomes available to you on a nonconfidential basis from a source other than the\nCompany or its Representatives; provided that such source is not known by you to be bound by a confidentiality agreement with, or other\ncontractual, legal or fiduciary obligation to, the Company that prohibits such disclosure, (b) is or becomes generally available to the public other than\nas a result of a disclosure by you or your Representatives in violation of this letter agreement, or (c) has been or is independently developed by you\nor your Representatives without the use of the Evaluation Material or in violation of the terms of this letter agreement or the Previous Nondisclosure\nAgreement. For purposes of this letter agreement the term “Representatives” shall include your and your Affiliates’ directors, officers, employees,\nattorneys, accountants, financial advisors, consultants and other professional representatives and shall also include any of your sources of senior\nand/or subordinated debt financing. For purposes of this letter agreement the term “Affiliates” has the meaning given to it in Rule 12b-2 of the\nSecurities Exchange Act of 1934, as amended.\nYou hereby agree that the Evaluation Material will be kept confidential and used solely for the purpose of evaluating and negotiating the Possible\nTransaction between the Company and you and your Affiliates; provided, however, that the Evaluation Material may be disclosed (i) to your\nAffiliates and any of your Representatives who need to know such information for the sole purpose of evaluating and negotiating a Possible\nTransaction, and (ii) as the Company may otherwise consent in writing. All such Representatives and Affiliates shall (A) be informed by you of the\nconfidential nature of the Evaluation Material, (B) agree to keep the Evaluation Material strictly confidential, and (C) be advised of the terms of this\nletter agreement and agree to be bound by the terms hereof to the sam
402141dd8e87b123574ae59271c9224f.pdf	effective_date jurisdiction party term	EX-99.E .3 4 dex99e3.htm NON-DISCLOSURE AGREEMENT\nExhibit (e)(3)\nNON-DISCLOSURE AGREEMENT\nIn connection with a potential transaction (“Proposed Transaction”) between 3M Company (“Interested Party” or “Receiving Party”), and\nCogent, Inc., a Delaware corporation (“Company” or “Disclosing Party”), the parties wish to protect and preserve the confidential and/or\nproprietary nature of certain information and materials of the Company that may be disclosed or made available to the Interested Party or its\nRepresentatives (as defined below) in connection with certain discussions, negotiations or dealings between the parties relating to the Proposed\nTransaction.\nIn consideration of the foregoing and the rights and obligations set forth herein, both parties hereby agree as of July 31, 2008 (the “Effective\nDate”):\n1. PROPRIETARY INFORMATION AND OTHER DEFINITIONS.\n1.1 “Proprietary Information” means any and all information and material disclosed by Disclosing Party or any of its Representatives to\nReceiving Party or any of its Representatives in connection with the Proposed Transaction or in the course of the parties’ evaluation and negotiation\nof the Proposed Transaction, together with all communications, data, reports, analyses, compilations, studies, interpretations, records, notes, lists,\nfinancial statements or other materials or information prepared by Receiving Party or any of its Representatives that contain or otherwise reflect or\nare based upon, in whole or in part, any Proprietary Information of Disclosing Party or that reflect the review of, interest in, or evaluation of all or\nany portion of the Proposed Transaction or Disclosing Party’s business (collectively, “Derived Information”), whether tangible or intangible,\nfurnished or prepared in writing or in oral, graphic, electronic or any other form or manner. In addition, Proprietary Information shall include (x) the\nfact that discussions or negotiations are taking place concerning the Proposed Transaction or that Interested Party has made or may make an offer to\nacquire Company’s stock or assets or that any Proprietary Information has been shared between the parties and their respective Representatives in\nconnection therewith, (y) the proposed terms and conditions of the Proposed Transaction (including any financial terms and conditions) and the\nstatus thereof, and (z) the existence, context, and scope of this Agreement.\nProprietary Information shall not include information that: (i) is or becomes generally available to the public other than as a result of any\ndisclosure or other action or inaction by Receiving Party in breach of this Agreement (including any disclosure or other action or inaction by\nRepresentatives of Receiving Party that would constitute a breach of this Agreement if undertaken by Receiving Party itself); (ii) is or becomes\nknown or available to Receiving Party or any of its Representatives on a non-confidential basis from a source (other than Disclosing Party or any of\nits subsidiaries, affiliates or Representatives) that, to the best of the knowledge of Receiving Party, is not prohibited from disclosing such Proprietary\nInformation to Receiving Party by a contractual, legal or fiduciary obligation; or (iii) is or was independently developed by Receiving Party or any of\nits Representatives without violation of any obligation under this Agreement.\n1.2 “Representatives” means as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial\nadvisors, financing sources, attorneys, accountants and their respective Representatives).\n1.3 “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.\n2. NON-DISCLOSURE AND LIMITED USE.\n2.1 Non-Disclosure. Without the written consent of Disclosing Party and except as otherwise required by applicable law, Receiving Party shall\nkeep, an
43568120ee0987b6dc67d4cf0f5b4802.pdf	effective_date jurisdiction party term	EXHIBIT N\nFORM OF NON-DISCLOSURE AGREEMENT\nNON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (this "Agreement") is entered into as of ____________________ (the "Effective Date"), and is by and\nbetween Penumbra, Inc., a Delaware corporation, having an address at One Penumbra Place, Alameda, CA 94502 ("Penumbra"), and _________________, a\n____________\ncorporation, having an address at ________________________ ("Recipient"). Affiliates of a party are included in the definition of a party.\nWHEREAS, Penumbra desires to disclose, and Recipient desires to receive, Penumbra Confidential Information (as defined below); and\nWHEREAS, Recipient acknowledges that the Penumbra Confidential Information has been acquired at great expense and investment and is a valuable\nbusiness asset of Penumbra; and\nWHEREAS, Recipient recognizes that the unauthorized disclosure of Penumbra Confidential Information will cause substantial injury to Penumbra;\nNOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and adequacy of which are\nhereby acknowledged, the parties agree as follows:\n1. Confidentiality Obligation. Recipient shall:\n(a)\nreceive, hold and maintain the Penumbra Confidential Information in strict confidence;\n(b)\ntake the same degree of care that it uses to protect its own confidential and/or proprietary information and materials of similar nature\nand importance (but in no event less than reasonable care) to protect confidentiality and to avoid unauthorized use, disclosure,\npublication or dissemination of the Penumbra Confidential Information;\n(c)\nuse the Penumbra Confidential Information solely for the purposes of evaluating whether to enter into a subsequent business\nrelationship or performing its obligations under an existing or future business relationship, and shall not use or exploit the Penumbra\nConfidential Information for its own benefit or the benefit of a third party; and\n(d)\nnot disclose, distribute, reproduce, reverse engineer, transfer or transmit, directly or indirectly, the Penumbra Confidential\nInformation without the prior written consent of Penumbra.\n2. Penumbra Confidential Information. Penumbra Confidential Information means, without limitation, any information disclosed by Penumbra to\nRecipient or obtained by Recipient through inspection or observation of Penumbra's property or facilities. Such information may be provided in writing or\nelectronically, orally or visually, and will be marked as "confidential" or "proprietary" or, if disclosed orally or visually, will be identified as confidential and/or\nproprietary at the time of such disclosure. Additionally, where the confidential and/or proprietary nature of the information disclosed is, or reasonably should be,\napparent based on the type of information and/or the context in which it is disclosed, such information will be considered Penumbra Confidential Information.\nPenumbra Confidential Information includes but is not limited to drawings, designs, notes, reports, presentations, data, and know-how that relates to Penumbra's\nbusiness, including but not limited to, pricing strategy and financial data, plans, models and forecasts; products and/or services; research and development\nprojects and activities; clinical trials; manufacturing techniques, processes and operations; policies; vendors; customers; sales; marketing; software and\nhardware; technology; and the like. Additionally, Penumbra Confidential Information includes any reports or documents created by Recipient that include,\nsummarize, refer to or use the Penumbra Confidential Information.\n3. Exclusions. Penumbra Confidential Information shall not include information that:\n-108-\n(a)\nwas in the lawful possession of Recipient prior to disclosure by Penumbra, as demonstrated by competent evidence;\n(b)\nis, at the time of disclosure, already available in the public domain or becomes publicly available through no act or omission of\nRecipi
435d6eaa82632030cfc84bbd93e96bf8.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 9 d931329dex99d2.htm EX-99.(D)(2)\nExhibit (d)(2)\nMUTUAL NONDISCLOSURE AGREEMENT\nThis Agreement (“Agreement”), effective when executed by both parties, is made between AOL Inc., a Delaware corporation, with offices at 770\nBroadway, New York NY 10003 (“Company”), and Verizon Corporate Services Group Inc., a New York corporation, having an office and\nprincipal place of business at One Verizon Way, Basking Ridge, New Jersey 07920, on behalf of itself and for the benefit of its Affiliates,\nhereinafter defined (individually or collectively “Verizon”), to protect Confidential Information (hereafter defined) to be disclosed by the parties\nto each other with respect to a matter of mutual interest (Verizon and Company shall be referred to hereinafter collectively as the ‘Parties” or\neach individually as a “Party”). In particular, the matter of mutual interest will be discussions to explore potential opportunities for the Parties to\nwork together in the digital (online and mobile) media and entertainment and advertising spaces (referred to hereinafter as “the matter of mutual\ninterest”).\nMutual Nondisclosure Agreement\nVerizon Proprietary and Confidential\n1. To facilitate discussions, meetings and the conduct of business\nbetween the parties with respect to the matter of mutual interest\ndescribed above, it may be necessary for one Party to disclose\nconfidential information to the other. All proprietary information of\nany type or character that is either disclosed to the other Party or with\nwhich the other Party comes into contact, and that is identified as\nproprietary at the time of disclosure or that is of a nature that would\nreasonably be understood to be proprietary shall be considered as the\nconfidential information of the disclosing Party including without\nlimitation technical, customer, personnel and/or business information\nin written, graphic, oral or other tangible or intangible form\n(“Confidential Information”). Such Confidential Information may\ninclude proprietary material as well as material subject to and\nprotected by laws regarding secrecy of communications or trade\nsecrets.\n2. Unless terminated earlier by written notice, the term of this\nAgreement shall be for three (3) years The obligations with respect to\nConfidential Information shall extend for a period of three (3) years\nfollowing the date of termination or expiration of this agreement,\nexcept, however, that any customer information shall remain\nconfidential forever\n3. Each Party acknowledges and agrees as follows:\na. All Confidential Information acquired by either Party from\nthe other shall be and shall remain the exclusive property of the\nsource;\nb. To receive in confidence any Confidential Information; to use\nsuch Confidential Information only for purposes of work, services or\nanalysis related to the matter of mutual interest described above and\nfor other purposes only upon such terms as may be agreed upon\nbetween the parties in writing;\ne. To limit access to authorized employees who have a need to\nknow the Confidential Information in order for that Party to participate\nin the matter of mutual interest described above. Each Party shall limit\naccess to such Confidential Information to a Party’s contractors, and\nagents who (i) have a need to know the Confidential Information in\norder for such Party to participate in the matter of mutual interest\ndescribed above, and (ii) have also entered into a written agreement\nwith the receiving Party which provides the same or greater protections\nto any Confidential Information provided hereunder; and\nf. At the disclosing Party’s request, to return promptly to the\ndisclosing Party or to destroy any copies of such Confidential\nInformation that is in written, graphic or other tangible form, and\nprovide to the disclosing Party a list of all such material destroyed.\n4. These obligations do not apply to Confidential Information which,\nas shown by reasonabl
46f429bd4fdc9476d4b0026f3fd3b602.pdf	effective_date jurisdiction party term	John D. Thomas\nJuly 11, 2017\nPage 16 of 19\nEXHIBIT 1\nNON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (the “Agreement”) is dated as of October 1, 2018 and is made\nand entered into by and between CUBIC CORPORATION, a corporation organized and existing under the\nlaws of the State of Delaware having its principal offices at 9333 Balboa Avenue, San Diego, California\n92123, and JOHN D. THOMAS (“Recipient”).\n1.\nRecipient may be providing occasional consulting services to Cubic Corporation or its\nsubsidiaries (collectively “Cubic” or the “Company”), during the period of October 1, 2018 and September\n30, 2019. In providing such consulting services, Recipient may receive access to Proprietary Information\n(as defined below) from Cubic that Cubic deems to be confidential, proprietary, and/or business-sensitive.\nCubic will provide Recipient with access to such Proprietary Information for the sole purpose of learning\nabout and assisting with Cubic’s business and operations (hereinafter, the “Purpose”), subject to\nRecipient’s strict adherence to the obligations set forth below.\n2.\n"Proprietary Information" shall mean all forms and types of business, technical, financial,\neconomic, sales, marketing, or customer information of Cubic, including, without limitation, written,\nmagnetic or optical media, and oral and visual disclosures that Recipient receives or has access to, from\nthe Cubic network or any other source, as a result of the Purpose, which has not been previously disclosed\nto the general public by an authorized Company representative or customer, regardless of whether such\ninformation would be deemed a trade secret under applicable law. Proprietary Information shall be\ninterpreted broadly and includes, but is not limited to, business strategies and plans, financial information,\nprojections, pricing and cost information, proposals, lists of present of future customers, all information\nobtained from or about current or future customers, supplier lists and information, plans and results of\nresearch and development, reports, manuals, policies, evaluations, designs, specifications, blueprints,\ndrawings, patterns, compilations, formulas, programs, software, prototypes, methods, processes, devices,\nprocedures, special techniques of any kind peculiar to the Company’s operations, or other confidential or\nproprietary information or intellectual property related to the business, products, services, or plans of\nCompany, whether tangible or intangible, and whether stored or memorialized physically, electronically,\nphotographically, or in Recipient’s memory. This specifically includes all information the Company\nreceives from customers or other third parties that is not generally known to the public or is subject to a\nconfidentiality agreement. Proprietary Information does not include furnished information which:\n(1) At the time of disclosure, is in the public domain;\n(2) After disclosure, lawfully enters the public domain other than as a result of the act or\nomission of Recipient; or\n(3) Recipient can conclusively demonstrate by written evidence that the same was\nlawfully known to it without restriction or was developed independently by it without direct or indirect\naccess to the Proprietary Information provided by Cubic.\n3.\nRecipient acknowledges that the Company is entitled to prevent the unauthorized use or\ndisclosure of its Proprietary Information. Unless expressly authorized by Cubic for its sole benefit,\nRecipient shall hold in the strictest confidence and not use, disclose, or allow to be\nJohn D. Thomas\nJuly 11, 2017\nPage 17 of 19\ndisclosed to any person, firm, or corporation, the Company’s Proprietary Information. Recipient shall take\nall reasonable measures necessary to maintain the secrecy of Proprietary Information.\n4.\nThis Agreement shall become effective upon its execution by both Parties as of the date written\nabove (the “Effective Date”) and shall apply to all
4fd03a6d34e6e06bc0b553aba1aff30f.pdf	effective_date jurisdiction party term	EX-10 .2 3 a182849_ex10-2 .htm FORM OF CONFIDENTIALITY AND NONCOMPETITION AGREEMENT\nExhibit 10.2\nFORM OF\nCONFIDENTIALITY AND NONCOMPETITION AGREEMENT\nAgreement made December 28, 2018 between Flexsteel Industries, Inc., a corporation organized and existing under the laws of Minnesota, with\nits principal office located at 385 Bell Street, Dubuque, Iowa (“Flexsteel”) on behalf of itself and its subsidiaries and Jerald K. Dittmer\n(“Employee”) (collectively referred to as the “Parties”).\nRECITALS\nFlexsteel has employed Employee to devote his/her full time, attention, and energies to the business of Flexsteel and to use his/her best efforts,\nskill, and abilities in performing the specific duties of such employment, and Employee shall not, without prior written consent of Flexsteel,\neither directly or indirectly, engage in any other occupation, profession or business.\nAs a result of the employment by Flexsteel, Employee will have access to information not generally known to the general public or in the\nindustry(s) in which Flexsteel is or may become engaged about Flexsteel’s business/functional strategies, product design and development),\nprocesses, customers, services, suppliers, pricing policies, marketing strategies and related matters. In addition, Flexsteel may provide training to\nEmployee in relation to these areas. It is the desire of Flexsteel and Employee that all such training and information be and remain confidential.\nIn consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as\nfollows:\nSECTION ONE: CONFIDENTIALITY\nA. Nondisclosure. Employee shall not, during or after the term of this Agreement, directly or indirectly, use, disseminate, or disclose to\nany person (including other employees of Flexsteel not having a need to know or authority to know), firm or other business entity for\nany purpose whatsoever, any information not generally known in the industry in which Flexsteel is or may be engaged which was\ndisclosed to Employee or known by Employee as a result of or through his/her employment by Flexsteel. This includes information\nregarding Flexsteel’s employee’s products, processes, customers, services, suppliers, pricing policies and related matters, and also\nincludes information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing,\nmerchandising, and selling.\nB. Confidential Relationship. Employee shall hold in a fiduciary capacity for the benefit of Flexsteel all information in paragraph A\nabove, along with any and all inventions, discoveries, concepts, ideas, improvements, ideas, improvements or know-how, discovered or\ndeveloped by Employee, solely or jointly with other employees, during the term of this Agreement, which may be directly or indirectly\nuseful in or related to the business of Flexsteel or its subsidiaries, or may be within the scope of its or their research or development\nwork.\nC. Customer Lists. Employee shall, at the time of and during employment, furnish a complete list of all the correct names and places of\nbusinesses of all its customers, immediately notify Flexsteel of the name and address of any new customer, and report all changes in\nlocation of old customers, so that upon the termination of employment, Flexsteel will have a complete list of the correct names and\naddresses of customer with whom Employee has dealt.\nD. Return of Documents. To protect the interests of Flexsteel, Employee agrees that, during or after the termination of Employee’s\nemployment by Flexsteel, all documents, records, notebooks, and similar repositories containing such information described in\nparagraphs A, B and C above, including copies of such items, then in Employee’s possession or work area, whether prepared by\nEmployee or others, are the property of Flexsteel and shall be returned to Flexsteel upon Flexsteel’s request.\nSECTION TWO: NON-DISPA
5089dc0cb013e46c3f9e21a2531504ed.pdf	effective_date jurisdiction party term	EX-99.10 14 d356019dex9910.htm MUTUAL NON-DISCLOSURE AGREEMENT\nExhibit 99.10\nLOGO\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this “Agreement”) is dated as of March 31, 2012 between Integrated\nDevice Technology, Inc., a Delaware corporation (“IDT”), and PLX Technology, Inc., a Delaware corporation (“PLX”).\nIDT and PLX may work together to evaluate a possible strategic transaction involving IDT and PLX (“Proposed\nTransaction”). As used in this Agreement, the party disclosing Confidential Information, as defined below, is the\n“Disclosing Party” and the party receiving the Confidential Information is the “Recipient”.\n1. During the evaluation of the Proposed Transaction, the Recipient agrees to treat confidentially information that is\nfurnished by either the Disclosing Party or its Representatives (as defined below) to the Recipient or the\nRecipient’s subsidiaries or its or their respective directors, officers, partners, employees, agents, representatives,\nincluding, without limitation, financial advisors, counsel, accountants, experts, and consultants (collectively,\n“Representatives”) in connection with the Proposed Transaction, together with notes, analyses, compilations,\nstudies or other documents prepared by the Recipient or by its Representatives to the extent they contain or\notherwise reflect such information or the Disclosing Party’s review of, or interest in, the Recipient (“Confidential\nInformation”).\n2. The Confidential Information will be used solely for the purposes of evaluating the Proposed Transaction,\nprovided, however, that the Recipient may disclose any Confidential Information to its Representatives who need\nto know such information for the purpose of evaluating the Proposed Transaction. Prior to disclosing the\nConfidential Information to any Representative, however, the Recipient shall inform the Representative of the\nconfidential nature of such information and undertake reasonable efforts to cause them to treat such information on\na confidential basis. The Recipient shall be responsible for the breach of this Agreement by its Representatives that\nhave not separately signed a non-disclosure agreement with the Disclosing Party or any of its Representatives, and\nshall take all reasonable measures to restrain its Representatives from unauthorized disclosure of the Confidential\nInformation. The Disclosing Party and its Representatives shall otherwise have no recourse against any of the\nRecipient’s Representatives that have not separately signed a non-disclosure agreement with the Disclosing Party\nor any of its Representatives.\n3. The public disclosure of the Proposed Transaction could have a material adverse effect on IDT’s and PLX’s\nbusinesses if, for any reason, a definitive agreement with respect to such transaction is not consummated.\nAccordingly, each party agrees that without the prior written consent of the other, it will not, and it will direct its\nRepresentatives not to, disclose to any person, other than its Representatives, either the fact that discussions or\nnegotiations are taking place concerning the Proposed Transaction between IDT and PLX or any of the terms and\nconditions with respect to the Proposed Transaction and no Confidential Information will be provided to such\npersons. The term “person” shall be broadly interpreted\nMarch 31, 2012\nto include, without limitation, any corporation, governmental agency or body, partnership or individual.\n4. The parties hereby acknowledge that they are aware that the United States securities laws prohibit any person who\nhas received from an issuer material, non-public information of the type which is the subject of this Agreement\nfrom purchasing or selling securities of such issuer or from communicating such information to any other person\nunder circumstances in which it is reasonably foreseeable that such person will purchase or sell such securities.\n5. Confidential Inf
5100360b6dc2bade6771d2dca08b1d3f.pdf	jurisdiction party term	Exhibit 10.1\nEXECUTIVE EMPLOYMENT, NON-COMPETE\nAND CONFIDENTIALITY AGREEMENT\nTHIS EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT (this\n"Agreement"), is entered into as of the date set forth on the signature page (the “Execution Date”) by and\nbetween Bruce L. Caswell (the "Executive") and MAXIMUS, Inc., a Virginia corporation with its principal place\nof business in Reston, Virginia (the "Corporation") with reference to the following:\nWHEREAS, the parties entered into that certain Executive Employment, Non-Compete and\nConfidentiality Agreement effective on or about October 1, 2004, which was subsequently amended on\nNovember 20, 2007 (as amended, the “Prior Agreement”); and\nWHEREAS, the parties believe the Executive possesses the experience and capabilities to provide\nvaluable service on behalf of the Corporation; and\nWHEREAS, the Corporation desires to employ the Executive as its President and Chief Executive\nOfficer; and\nWHEREAS, the Executive desires to be employed by the Corporation at the salary, benefits and other\nterms and conditions specified herein.\nNOW, THEREFORE, in consideration of these premises and for other good and valuable\nconsideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:\n1.\nEmployment.\n1.1Duties. The Corporation hereby employs the Executive, and the Executive hereby accepts such\nemployment, to serve as the President and Chief Executive Officer. The Executive hereby represents and\nwarrants that he is in good health and capable of performing the services required hereunder. The Executive\nshall perform such services and duties as are appropriate to such office or delegated to the Executive by the\nCorporation’s Board of Directors (“Board”). During the term of this Agreement, the Executive shall be a\nfull-time employee of the Corporation and shall devote such time and attention to the discharge of his duties\nas may be necessary and appropriate to accomplish and complete such duties.\nThe Executive shall be nominated by the Board for election as a director and shall serve, without\nadditional compensation, as a member of the Board, subject to his being so elected by the Corporation's\nstockholders. The Executive agrees to obtain the consent of the Board, which consent may be withheld in the\nBoard’s sole discretion, before serving on the board of any other entity or organization.\n1.2Compensation.\n(a)Base Salary. As compensation for performance of his obligations hereunder, the Corporation\nshall pay the Executive an annual salary of $700,000 ("Base Salary"), such Base Salary to be\nreviewed annually beginning on or about October 1, 2018.\n(b)Management Bonus Program. The Executive will be eligible to participate in the\nCorporation's Management Bonus Program (“MBP”), with any awards dependent on the performance\nof the Executive and the Corporation. The target annual cash bonus for the Executive will be one\nhundred percent (100%) of annual Base Salary for accomplishing his annual goals.\n(c)Equity Awards. The Executive shall be eligible to receive awards under the 2017 Equity\nIncentive Plan or any successor plan (the “Equity Plan”) in the discretion of the Corporation's Board of\nDirectors, and shall also be entitled to participate in stock option and similar plans as currently exist or\nmay be established by the Corporation from time to time. The target annual equity award for the\nExecutive will be three hundred seventy-five percent (375%) of annual Base Salary. The Corporation\nagrees to proportionately adjust the Executive’s vested and unvested equity awards in the event the\nCorporation declares an extraordinary dividend during the term hereof. For these purposes, an\n“extraordinary dividend” would be any distribution per share having a value in excess of ten percent\n(10%) of the average trading price of the Corporation’s common stock during the three-month period\npreceding such distribution. Any Restricted Stock 
52aaf701a2c24c940628e155dabacdbf.pdf	effective_date jurisdiction party	EXHIBIT 10.42\nEMPLOYEE\nCONFIDENTIALITY, INVENTION ASSIGNMENT\nAND NON-COMPETE AGREEMENT\nTHIS EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT (“Agreement”) is made as of the date set forth on the signature page below between Inspire Pharmaceuticals, Inc.\n(“Inspire”), 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 Inspire, with the intention that this Agreement shall apply to the entire period of Employee’s employment with Inspire (including the period prior to the date of this\nAgreement), Employee hereby agrees as follows:\n1. CONFIDENTIAL INFORMATION DEFINED. “Confidential Information” means trade secrets, proprietary information and materials, and confidential knowledge and information which includes, but is not limited to, matters of a technical\nnature (such as discoveries, ideas, concepts, designs, drawings, specifications, techniques, models, diagrams, test data, scientific methods and know-how, and materials such as reagents, substances, chemical compounds, subcellular\nconstituents, cell or cell lines, organisms and progeny, and mutants, derivatives or replications derived from or relating to any of the foregoing materials), and matters of a business nature (such as the identity of customers and prospective\ncustomers, the nature of work being done for or discussed with customers or prospective customers, suppliers, marketing techniques and materials, marketing and development plans, pricing or pricing policies, financial information, plans\nfor 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 evidenced by the then existing publication or other public dissemination of such\ninformation in written or other documentary form; (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 an obligation of confidentiality to the\nCompany or any other party; or (d) is required by a judicial or administrative authority or court having competent jurisdiction to be disclosed by Employee, provided that Employee shall promptly notify the Company and allow the\nCompany a reasonable 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 with Inspire, Employee has had or will have access to Confidential Information of Inspire.\nTherefore, Employee agrees that both during and after the period of Employee’s employment with Inspire, Employee shall not, without the prior written approval of Inspire, directly or indirectly (a) reveal, report, publish, disclose or\ntransfer any Confidential Information of Inspire to any person or entity, or (b) use any Confidential Information of Inspire for any purpose or for the benefit of any person or entity, except as may be necessary in the performance of\nEmployee’s work for Inspire.\n3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF OTHERS. Employee acknowledges that, during the period of Employee’s employment with 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-disclosure agreement between Inspire and such third party. Therefore, Employee agrees that\nboth during and after the period of Employee’s employment with Inspire, Employee shall not, without the prior written approval of Inspire, directly or indirectly (a) reveal, report, publish, disclose or transfer any Confidential Information\nof such third parties to any person or entity, or (b) use any Confidential Information of such third parties for any purpos
52d16f549c8c3f0b2a1ebab40576f4dc.pdf	jurisdiction party	EX-10 .14 2 ex10-14 .txt EX-10.14 28 EXHIBIT V NONDISCLOSURE AGREEMENT THIS AGREEMENT (the "Agreement"), is made as of , 2000, (the "Effective\nDate") by and between JDA SOFTWARE, INC. , a n Arizona corporation ("JDA") and COMPUWARE CORPORATION, a Michigan corporation ("Compuware").\nRECITALS 1. In connection with the evaluation or pursuit of certain mutually beneficial business opportunities, JDA and Compuware may disclose valuable\nproprietary information to each other relating to their respective operations and businesses. 2. JDA and Compuware would like to protect the confidentiality of,\nmaintain their respective rights in and prevent the unauthorized use and disclosure of such information. AGREEMENT JDA and Compuware hereby agree: 1.\nCONFIDENTIAL INFORMATION. As used in this Agreement, "Confidential Information" means all information of either party that is not generally known to the\npublic, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to the technology, software,\ndesigns, specifications and prototypes, customers, business plans, promotional and marketing activities, finances and other business affairs of such party), that is\ndisclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), and that has been identified as being proprietary and/or confidential or\nthat by the nature of the circumstances surrounding the disclosure ought to be treated as propriety and confidential. Confidential Information also includes all\ninformation concerning the existence and progress of the parties' dealings. 2 . USE OF CONFIDENTIAL INFORMATION . The Receiving Party, except as\nexpressly provided in this Agreement, will not disclose it to anyone without the Disclosing Party's prior written consent. The Receiving Party will not use, or permit\nother to use, Confidential Information for any purpose other than to pursue discussion and evaluation of potential business dealings between the parties in\naccordance with the nature of discussions between the parties. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or\nunauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. 3 .\nEXCEPTIONS. The provisions of Section 2 will not apply to any information that (i) is or becomes publicly available without breach of this Agreement; (ii) can be\nshown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party; (iii) is rightfully received from a third party\nwho did not acquire or disclose such information by a wrongful or tortuous act; or (iv) can be shown by documentation to have been independently developed by\nthe Receiving Party without reference to any Confidential information. 4 . RECEIVING PARTY PERSONNEL. The Receiving Party will restrict the possession,\nknowledge, development and use of Confidential Information to its employees, agents, subcontractors and entities controlled by or controlling it (collectively,\n"Personnel") who have a need to know Confidential Information in connection with the purposes set forth in Section 2. The Receiving Party's Personnel will have\naccess only to the Confidential Information they need for such purposes. The Receiving Party will ensure that its personnel comply with this Agreement. 5 .\nDISCLOSURES TO GOVERNMENTAL ENTITIES. If the Receiving Party becomes legally obligated to disclose Confidential Information by any governmental\nentity with jurisdiction over it, the Receiving Party will give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective\norder or other appropriate remedy. The Receiving Party will disclose only such information as is legally required and will use its reasonable best efforts to obtain\nconfidential treatment for any Confidential Information that is so disclosed.
534ad09082139ac40a6125aa41fa1df5.pdf	jurisdiction party	Exhibit 10.2\nNon-Solicitation and Confidentiality Agreement\nThis Non-Solicitation and Confidentiality Agreement (“Agreement”) is made on this ___ day of ____, between _______\n_____ ______ ____\n(the “Employee”) and Peoples Bank SB (the “Peoples” or “Bank”). In consideration of Employee’s\nemployment and continued employment, the payment of remuneration and benefits by the Bank and the Bank’s promise\nto provide Employee with access to customers, Confidential Information and trade secrets, which the parties recognize to\nbe good, valuable and sufficient consideration for the Agreement, Employee and the Bank agree as follows:\n1.\nEmployee agrees that during the term of his/her employment, and for a period of one year from the date of his/her\ntermination of employment for any reason, Employee will not, in a competitive capacity, on behalf of any person or\nentity other than the Bank, directly or indirectly:\n(a)\nsolicit, divert (or attempt to solicit or divert) or accept competitive business from any customer of the Bank\nwith whom Employee has had contact (either directly or indirectly), provided services to, or over which\nEmployee has had responsibility at any time in the one (1) year preceding his/her separation;\n(b)\nsolicit, divert (or attempt to solicit or divert) or accept competitive business from any customer of Bank about\nwhom Employee has obtained Confidential Information; and\n(c)\ndirectly or indirectly assist in the research and development of products or services where such research and\ndevelopment would be aided by any Confidential Information that Employee has learned in the course of his/her\nrelationship with the Bank.\nFor purposes of this Agreement, the term “competitive capacity” shall mean (i) performing tasks or duties\nsimilar to those Employee performed in his/her last year of employment at the Bank for a competitor of\nthe Bank; (ii) managing/supervising those who, for a competitor of the Bank, perform tasks or duties\nsimilar to those which Employee performed in the last year of his/her employment at Bank; or (iii)\nperforming, on behalf of a competitor of the Bank, tasks or duties in which Employee utilizes any\nConfidential Information that he/she learned in the course of his/her relationship with the Bank.\n2.\nEmployee acknowledges and agrees that as a result of his/her employment with the Bank, he/she will have\naccess to and be involved in the development and/or utilization of the Bank’s (and its parent’s, affiliates’ and/or\nsubsidiaries’) confidential and proprietary business information (“Confidential Information”). Accordingly,\nEmployee agrees that he/she shall not, either during his/her employment by the Bank or at any time thereafter,\ndisclose to anyone (except as authorized by the Bank in the furtherance of its business) or use in competition with\nPeoples, any of the Bank’s (or its parent’s, affiliate’s and/or subsidiaries’) Confidential Information. The Bank’s’\n(and its parent’s, affiliates’ and/or subsidiaries’) Confidential Information includes, without limitation, all materials\nand information (whether written or not) about Peoples’ contracts, business plans, business partners, customers\nand prospective customers (including their product requirements and payment terms), vendors, suppliers, current\nand prospective products and services, sales, marketing, pricing, costs, budgets, financing, promotions,\ntechniques, processes and forms, purchasing, finances, accounting, research, improvements, discoveries,\ninventions, experimental works-in-progress, formulae, software, licenses, business methods and tactics, quality\ncontrol parameters and techniques, internal communications, production, output, profit margins, and/or any other\naspect of the Bank’s business or operations (including, but not limited to, information concerning, relating to, or\narising out of relationships with suppliers, vendors, customers, lenders, or other business affiliates) which 
54589bbc863f2a358ded8aff65a82bd5.pdf	jurisdiction	EXHIBIT A\nConfidentiality and Executive Restriction Agreement\nThis Confidentiality and Executive Restriction Agreement (“Confidentiality Agreement”) is between OceanFirst\nFinancial Corp. and its successors and assigns, and [•] (“Executive”). Capitalized terms not defined herein have the\nmeanings set forth in the Executive Employment Agreement between the Parties dated of even date herewith.\nRECITALS\nExecutive is employed as [•] for [•]. By virtue of his position with the Company, Executive has access to\nConfidential Information (defined below), which must remain confidential during and after his employment. Executive\nalso has access to important customer and employee relationships that must be protected from unfair competition or\nmisuse that might advantage others to the detriment of the Company.\nWith this agreement, the Company is providing Executive a Change in Control benefit to which he is not\notherwise entitled. The Change in Control benefits, Executive’s continuing employment with the Company, and access to\nConfidential Information and relationships with Company customers and employees all serve as consideration for the\nobligations stated in this Confidentiality Agreement.\nAGREEMENT\n1.“Confidential Information” means information concerning the business, operations, strategies, financial status,\nproducts, services, customer names, customer lists and customer information of the Company, which is confidential or\nproprietary to the Company. Confidential Information does not include information that: (a) is or becomes generally\navailable to the public through no fault or act of Executive in violation of this Confidentiality Agreement; (b) is or\nbecomes available to Executive on a non-confidential basis from a source other than the Company not known to\nExecutive to be prohibited from disclosing such information by a contractual, legal or fiduciary obligation of\nconfidentiality; (c) is independently developed by the Executive without use of or reliance on, either directly or\nindirectly, Confidential Information; or (d) was known to or in the possession of Executive on a non-confidential basis\nprior to disclosure by the Company.\n2.All Confidential Information is and shall remain the property of the Company. No license or conveyance of any\nright is granted or implied by the distribution of any Confidential Information to Executive. Executive agrees not to use,\nduplicate, or reproduce in any way any Confidential Information for Executive’s own benefit or financial gain, or for any\nthird party’s benefit or financial gain, except in connection with rendering services to the Company. All documents\n(originals and copies, including electronic versions) containing Confidential Information shall be returned to the\nCompany upon termination.\n3.During, and after the termination of, his employment, Executive agrees not to disclose any of the Company’s\nConfidential Information to any person or entity or use such Confidential Information to his own benefit or the benefit of\nany person or entity other than the Company. This provision shall not prohibit disclosure of Confidential Information\nduring Executive’s employment to an officer, employee, fiduciary or affiliate of the Company, or a Company vendor,\nprovided a third party outside the Company (such as a vendor) has signed a similar confidentiality agreement, or such\ndisclosure of Confidential Information is required by lawful judicial or governmental order. Executive agrees to give the\nCompany reasonable notice in writing in advance of releasing Confidential Information pursuant to any judicial or\ngovernmental order. Executive additionally agrees to implement and maintain at all times reasonably appropriate\nprocedures and controls to ensure at all times the security and confidentiality of all of the Company’s Confidential\nInformation, to protect against any anticipated threats or hazards to the security or integrity of such information; and to\nprotect against unautho
5646698b1542fd5a4d4b7bc60d84b8fd.pdf	effective_date jurisdiction party term	EX-99.1 2 dex991.htm SEVERANCE AND CONFIDENTIALITY AGREEMENT\nEXHIBIT 99.1\nSEVERANCE AND CONFIDENTIALITY AGREEMENT\nAND GENERAL AND SPECIAL RELEASE\nThis Severance and Confidentiality Agreement and General and Special Release (the “Agreement”) is entered into as of this 17th day of\nMay, 2005, by and between Patricia Sueltz (the “Employee”), on the one hand, and salesforce.com, inc. (together with its subsidiary and affiliated\ncorporations and entities, the “Company”), on the other hand (collectively, the “Parties”).\nWHEREAS, Employee is employed by the Company in San Francisco, California at its headquarters location;\nWHEREAS, the Company and Employee mutually agree to resolve all outstanding differences and to terminate Employee’s\nemployment relationship with the Company in an orderly manner. In addition, the Company wishes to continue to safeguard its proprietary and\nconfidential information;\nTHEREFORE, in consideration of the promises and mutual covenants contained herein, and for other good and valuable consideration,\nthe receipt and sufficiency of which are expressly acknowledged, the Parties agree as follows:\nAGREEMENT\n1. Employee’s Resignation. Pursuant to this Agreement, Employee will voluntarily resign from her position with the Company as of May\n31, 2005 (the “Effective Date”).\n2. Severance Payment. In consideration for Employee’s (a) resignation, (b) release of any and all claims she may have against the\nCompany, if any, and (c) adherence to each of the terms and conditions of this Agreement, including, without limitation, Employee’s obligations\nunder Section 3, and provided that Employee has signed this Agreement and has not later revoked it, the Parties agree as follows:\na) Severance Payment. Within ten (10) days after the later to occur of (i) the Effective Date, or (ii) the date on which Employee\nhas signed this Agreement and returned it to the Company, and provided that Employee has not revoked this Agreement pursuant to Section 4,\nbelow, the Company shall make a lump sum payment to Employee in the amount of Six Hundred and Fifty Thousand Dollars ($650,000.00) (the\n“Severance Payment”), less applicable taxes, withholdings, and deductions required by law.\nb) No Other Compensation or Benefits. Employee acknowledges and agrees that she has been paid by the Company all salary,\nbenefits or other compensation (including any accrued but unpaid vacation pay) to which Employee is entitled. Moreover, except as provided in this\nAgreement, Employee shall not be entitled to receive any other\ncompensation or benefits of any sort from the Company, its affiliates, or their officers, directors, employees, agents, insurance companies, attorneys,\nshareholders, or subsidiaries for, without limitation, salary, vacation, bonuses, stock, stock options, health care continuation coverage or any other\ncompensation or benefits.\nc) No Claims or Lawsuits. Employee represents that she has not filed or asserted any complaints, claims, or actions against the\nReleased Parties (defined below) with any state, federal, or local governmental agency or court or arbitrator and that she will not do so at any time\nhereafter, and that if any agency, court, or arbitrator assumes jurisdiction of any complaint, claim, or action against the Released Parties, Employee\nwill direct that agency, court, or arbitrator to withdraw from or dismiss with prejudice the matter;\nd) No Assistance. Employee understands that if this Agreement were not signed, she would have the right to voluntarily assist\nother individuals or entities in bringing claims against the Company. Employee further understands and agrees that she waives such right and she\nshall not aid or assist others in their pursuit of claims against the Company unless (1) Employee is required to provide such assistance pursuant to a\ncourt order, or (2) Employee’s assistance is sought by the EEOC or any other federal, state or local governmental entity.\ne) No Ad
5829a2f85d47530983ab21b078f2747f.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 11 a2236490zex-99_d2.htm EX-99.(D)(2)\nExhibit (d)(2)\nMUTUAL NONDISCLOSURE AGREEMENT\nThis Mutual Nondisclosure Agreement (this “Agreement”) by and between Jamba, Inc., a Delaware corporation, including on behalf of\nits affiliates (the “Company”), and FOCUS Brands Inc., a Delaware corporation, including on behalf of its subsidiaries (the “Participant” and\ntogether with the Company, each a “Party” and collectively, the “Parties”), is dated as of the latest date set forth on the signature page hereto (the\n“Effective Date”).\n1.\nGeneral. In connection with the consideration of a possible negotiated transaction (a “Possible Transaction”) between the\nParties, each Party (in its capacity as a provider of information hereunder, a “Provider”) is prepared to make available to the other Party (in its\ncapacity as a recipient of information hereunder, a “Recipient”) certain Evaluation Material (as defined in Section 2 below) in accordance with\nthe provisions of this Agreement, and hereby agrees to take or abstain from taking certain other actions as hereinafter set forth.\n2.\nDefinitions.\n(a) The term “affiliates” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled\nby, or under 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\nSecurities Exchange Act of 1934, as amended (the “1934 Act”), except that for purposes of this definition, the term security shall include any\noption, warrant, or convertible security regardless of exercise or conversion date, and also include any stock appreciation right, or similar right\nwith an exercise or conversion privilege or a settlement payment or mechanism at a price related to the security or with a value derived in whole\nor in part from the value of the security, whether or not such instrument or right shall be subject to settlement in securities or otherwise and any\nother direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of the security.\n(c) The term “Evaluation Material” means information (whether oral, written, electronic or otherwise) concerning Provider\nwhich has been or is furnished to Recipient or its Representatives (as defined below) by or on behalf of Provider in connection with Recipient’s\nevaluation of a Possible Transaction, including Provider ’s business, financial condition, operations, assets, liabilities, personnel and contracts,\nand includes all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which\ncontain or are based upon, in whole or in part, the information furnished by the Provider hereunder. The term Evaluation Material does not\ninclude information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its\nRepresentatives in breach of this Agreement, (ii) was within a Recipient’s or its Representatives’ (on behalf of Recipient) possession, prior to its\nbeing furnished to Recipient or its Representatives by or on behalf of Provider or (iii) is or becomes available to Recipient or its Representatives\n(on behalf of Recipient) from a source other than the Provider or its Representatives, provided that the source of such information was not bound\nby a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such\ninformation or (iv) Recipient can reasonably show was independently developed by Recipient or Recipient’s Representatives without the use of\nor reference to any Evaluation Material provided by or on behalf of Provider or its Representatives.\n(d) The term “Representatives” shall include the directors, officers, employees, potential financing sources, partners, age
58bb4bcceda75d910f8c87563aeedec7.pdf	effective_date jurisdiction party	EX-10 .2 3 a13-15982 _1ex10d2.htm EX-10.2\nExhibit 10.2\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. ( “Company”), and Ivy Council (“Employee”), effective as of the 1st day of May, 2013.\nFor and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree:\n1.\nEmployment; Scope of Services. Company shall employ Employee, and Employee shall be employed by Company, as Executive Vice President, Human Resources (“EVPHR”). Employee shall use his/her best efforts\nand shall devote his/her full time, attention, knowledge and skills to the faithful performance of his/her duties and responsibilities as a Company employee. Employee shall have such authority and such other duties and responsibilities as\nassigned by the Chief Executive Officer. Employee shall comply with Company’s policies and procedures, shall conduct him/herself as an ethical business 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 Company. Employment with Company is “at-will” which means that either Employee or Company\nmay terminate the employment relationship at any time, with or without notice, with or without cause. The date of Employee’s cessation of employment for any reason 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 competitive industry; (2) Company has an ongoing strategy for expansion of its business\nin the United States; (3) Company’s major competitors operate throughout the United States and some internationally; and (4) because of Employee’s position as EVPHR, he/she will have access to, knowledge of, and be entrusted with,\nhighly sensitive and competitive Confidential Information (as defined in subsection (b) below) of Company, including without limitation information regarding sales margins, purchasing and pricing strategies, marketing strategies,\nvendors and suppliers, plans for expansion and placement of stores, and also specific information about Company’s districts and stores, such as staffing, budgets, profits and the financial success of individual districts and stores.\n(b)\nAs used herein, “Confidential Information” means and includes any and all Company data and information in any form whatsoever (tangible or intangible) which: (1) relates to the business of Company,\nirrespective of whether the data or information constitutes a “trade secret” (as defined by applicable law); (2) is disclosed to Employee or which Employee obtains or becomes aware of as a consequence of Employee’s relationship with\nCompany; (3) has value to Company; and (4) is not generally known to Company’s competitors. “ Confidential Information” includes (but is not limited to) technical or sales data, formulas, patterns, compilations, programs, devices,\nmethods, techniques, drawings, processes, financial data and\n1\nstatements, financial plans and strategies, product plans, sales or advertising information and plans, marketing information and plans, pricing information, the identity or lists of employees, vendors and suppliers of Company, and\nconfidential or proprietary information of such employees, vendors and suppliers. Employee acknowledges and agrees that all Confidential Information is and remains the sole and exclusive property of Company.\n(c)\nEmployee agrees that he/she shall hold all Confidential Information in strictest confidence, and that he/she shall protect such Confidential Information from disclosure by or to others. Employee further\nagrees that he/she shall not at any time (except as 
5a67c4370c9b6da69651a2f80c7b7f8d.pdf	effective_date jurisdiction party term	28\nAnnex E\nNDA\nNON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (“Agreement”) made and entered into this 3 day of July 2005, by and between Common Sense\nLtd., a company organized under the laws of Israel (“Common Sense”) and Synova Healthcare, Inc., a company organized under the laws of the\nState of Delaware with offices at 1400 N. Providence Road, Suite 601, Media, PA 19063, USA (the “Recipient”).\nWITNESSETH\nWHEREAS the parties may enter into discussions regarding a potential business relationship; and\nWHEREAS Common Sense is prepared to disclose to the Recipient certain information relating to Common Sense, which Recipient is to\nreceive solely in order to efficiently conduct the negotiations between the parties; and\nWHEREAS the Parties wish to agree regarding the terms and conditions under which Common Sense is prepared to disclose to the Recipient\nthe Confidential Information (as defined below).\nNOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES AS FOLLOWS:\n1. DEFINITIONS.\n1.1. The term “Confidential Information” shall include and mean any and all information, data, diagrams and know-how programs furnished at\nany time by Common Sense to Recipient and Associates, whether in oral, written, graphic or machine-readable form, and which is confidential\nor proprietary in nature or expressed or designated by Common Sense to be proprietary or confidential, whether or not owned or developed by\nCommon Sense, including but not limited to current or projected components, software, hardware, technical and other data, research material,\nBiological and Chemical materials, inventions, discoveries, drawings, plans, concepts, procedures, ideas, diagrams, marketing plans,\nbrochures, photographs, processes, test equipment, test data, specifications, operational data, financial data, methods and techniques.\nNotwithstanding any of the above said, the following shall not be considered Confidential Information: (a) information that was in the public\ndomain at the time it was disclosed other than as a result of a breach by Recipient; (b) information that can be demonstrated by documentary\nevidence to have been known to Recipient at the time of disclosure with no obligation of confidentiality or limitation on use towards Common\nSense; and (c) information that becomes known to Recipient from a source other than Common Sense and its Associates, as demonstrated by\nappropriate documentation, without breach of any obligation of confidence by Recipient or by the party disclosing such information to\nRecipient.\n29\n1.2. The term “Associate” shall mean, as to each party, such party’s agents, representatives, advisors, employees, directors or officers.\n2. NON -DISCLOSURE .\n2.1. General. Recipient acknowledges that the Confidential Information of Common Sense contains valuable trade and technical secrets of\nCommon Sense. Recipient shall not copy (in whole or in part), sell, assign, lease, license, disclose, give or otherwise transfer the Confidential\nInformation or any copy thereof to any third party or otherwise use the Confidential Information other than for the purpose intended under this\nAgreement. Recipient will not alter, modify, disassemble, reverse engineer or de-compile any software or other materials (in any form) or\ndocuments embodying Confidential Information of Common Sense which may be furnished to Recipient, without the express prior written\nconsent of Common Sense. Recipient may disclose the Confidential Information only to its Associates to have a “need to know” such\nConfidential Information in order to enable Recipient to use such Confidential Information for the purpose intended under this Agreement and\nare legally bound not to use or disclose such Confidential Information for any other purpose. Without limiting any other provision hereof,\nRecipient will take all reasonable measures to ensure that any of its Associates receiving Confidential Information of Common Sense shall\ncomply with all o
5be1ea607c7763ae42c61e9fc0fa2ec1.pdf	effective_date jurisdiction party term	EX-10.6 7 d937352dex106.htm EX-10.6\nExhibit 10.6\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis confidentiality and non-disclosure agreement (the “Agreement”) is made and entered into as of June 23, 2015, by and between Consac,\nLLC (the “Recipient”), and MusclePharm Corporation, a Nevada corporation (the “Company”). Each of the Recipient and the Company is\nsometimes referred to herein as a “Party” and collectively as “Parties.”\nWHEREAS, the Recipient is desirous of obtaining certain Confidential Information from the Company in connection with a potential\ntransaction between the Company and the Recipient (a “Possible Transaction”);\nWHEREAS, in connection with Recipient’s evaluation of a Possible Transaction the Company may disclose certain confidential\ninformation concerning the Company and/or its affiliates to the Recipient; and\nWHEREAS, the Recipient agrees that it shall use such Confidential Information and refrain from disclosing or making use of such\nConfidential Information, all in accordance with the terms of this Agreement.\nNOW THEREFORE, the parties mutually agree to the following:\n1. Recipient shall be responsible for the conduct of its Representatives and Affiliate Entities (as such terms are hereinafter defined) regarding\nthe confidentiality and use of the Confidential Information. The Recipient shall only disclose the Confidential Information to its directors,\nofficers or employees or parties consented to by the Company pursuant to Section 5 who are bound by confidentiality obligations that are at\nleast as restrictive as the terms of this Agreement and who have a reasonable need to review the Confidential Information in connection\nwith the consideration, evaluation and negotiation of a Possible Transaction (collectively, the “Representatives”). Any disclosure of\nConfidential Information shall not be deemed to grant a license or right to the Recipient or any Representative or Affiliated Entities to use\nConfidential Information for any purpose other than as set forth herein.\n2. For the purpose of this Agreement, “Confidential Information” shall mean any and all commercial, business, financial, technical and/or\nother information relating to the Company and/or its affiliates, including, but not limited to, financial data, statistical information,\nmarketing, and/or product development plans or procedures, trade secrets, real estate information, personnel information and/or other data\ndisclosed to the Recipient pursuant hereto in connection with a Possible Transaction or otherwise, without regard to whether such\ninformation was communicated in writing, orally, visually or by other means, together with all analyses, compilations, studies, or other\ndocuments prepared by Recipient or its Representatives which reflect or are generated from such information.\n3. Subject to the terms and provisions of this Agreement, Recipient agrees to hold in confidence and not to reveal, report, publish, disclose or\ntransfer, directly or indirectly, any of the Confidential Information of the Company to any third party or use any of the Company’s\nConfidential Information for any purpose at any time except as\nConfidential\nnecessary to evaluate a Possible Transaction. The Recipient, its Representatives and Affiliated Entities shall use the Confidential\nInformation in accordance with the terms of this Agreement. All Confidential Information shall remain the sole property of the Company.\nAt any time upon the request of the Company, Recipient will promptly return to the Company or destroy all Confidential Information (in\nany media), including any copies as well as all materials (in any media) which contain or embody Confidential Information, and, with\nrespect to abstracts or summaries of Confidential Information that Recipient may have made, Recipient will destroy such abstracts or\nsummaries and will provide a written declaration from an authorized officer certifying that it has done so. Notwi
5c6a75a65f4b47a2b76f74e08d1c6fb5.pdf	effective_date jurisdiction party term	Appendix A\nNON-DISCLOSURE AGREEMENT\n(Employee)\nThis Non-Disclosure Agreement (“Agreement”) dated as of January 1, 2008 is entered in by and between BioLargo, Inc. (the “Company”) and\nJoseph Provenzano (the “Employee”), and sets forth the terms and conditions on which Company is willing to disclose certain material non-public\ninformation about the Company.\n1. Purpose. In connection with his retention as an employee to the Company pursuant to an agreement dated as of even date (the\n“Employment Agreement”), the Company may disclose to the Employee certain confidential technical and business information which the Company\nrequires the Employee to treat as confidential.\n2. Definition. “Confidential Information” means any information disclosed to the Employee by the Company, either directly or indirectly in\nwriting, orally or by inspection of tangible objects, including without limitation documents, prototypes and forecasted financial information.\nConfidential Information may also include information disclosed to the Company by third parties. Confidential Information shall not, however,\ninclude any information which the Employee can establish by written documentation (i) was publicly known and made generally available in the\npublic domain prior to the time of disclosure to the Employee by the Company; (ii) becomes publicly known and made generally available after\ndisclosure to the Employee by the Company through no action or inaction of the Employee; (iii) is in the possession of the Employee, without\nconfidentiality restrictions, at the time of disclosure by the Company as shown by the Employee’s files and records immediately prior to the time of\ndisclosure; (iv) is developed independently of the Confidential Information, as shown by written records prepared contemporaneously with such\nindependent development; or (v) is disclosed pursuant to the requirement of a United States government agency or judicial body, provided that the\nEmployee shall provide reasonable advice notice thereof to enable the Company to seek a protective order or otherwise prevent such disclosure.\n3. Non-use and Non-disclosure. The Employee agrees not to use any Confidential Information for any purpose except within the proper scope\nof his duties pursuant to the Consulting Agreement. The Employee agrees not to disclose any Confidential Information to third parties, except to\nthose individuals who, with the prior written consent of the Company, are designated as authorized to receive such Confidential Information in order\nfor the Employee to perform his duties and obligation sunder the Consulting Agreement. The Employee agrees that each third party receiving any\nConfidential Information will enter into a separate Non-Disclosure Agreement with the Company.\n4. Maintenance of Confidentiality. The Employee agrees that it shall take all commercially reasonable measures to protect the secrecy of and\navoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Employee shall take at least those\nmeasures that the Employee takes to protect its own confidential information of a similar nature and shall have its employees or advisors who have\naccess to Confidential Information sign a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any\ndisclosure of Confidential Information to such employees. The Employee shall immediately notify the Company in the event of any unauthorized\nuse or disclosure of any Confidential Information.\n-1-\n5. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. COMPANY MAKES NO WARRANTIES, EXPRESS,\nIMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\n6. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which are in the\npossession of the Employee shall be and remain the property of the Company and shall be promptly re
5eb2af4610325bb5c670033270aa0bf1.pdf	jurisdiction	EX-10 .18 2 a06-2768 _1ex10d18.htm MATERIAL CONTRACTS\nEXHIBIT B\nNON-SOLICITATION AND NON -DISCLOSURE AGREEMENT\nTHIS NON-SOLICITATION AND NON -DISCLOSURE AGREEMENT (“Agreement”) is a part of the terms and conditions of the award issued by The St. Paul Travelers Companies, Inc., a Minnesota corporation with its principal place\nof business located in St. Paul, Minnesota and its affiliated entities (collectively, the “Company”), in favor of the participant named in the term sheet (the “Employee”) to which this Agreement is attached as an exhibit.\nWITNESSETH:\nWHEREAS, the Employee is employed by the Company; and\nWHEREAS, the Company is engaged in the business of marketing and selling insurance and insurance-related products\nthroughout the United States.\nNOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations hereinafter set forth, the parties\nagree as follows:\n1.\nConsideration. As consideration for the execution of this Agreement, the Employee acknowledges receipt of an award(s)\nissued pursuant to the Company’s 2004 Stock Incentive Plan (the “Consideration”), as evidenced by term sheet(s) setting forth the\nterms and conditions of such award(s) to which this Agreement is attached as an exhibit, which constitutes good, valuable and\nindependent consideration for all of Employee’s covenants and obligations in this Agreement and above and beyond any\ncompensation Employee is entitled to receive from the Company.\n2.\nNon-Disclosure of Confidential Information.\n(a)\nEmployee recognizes that the Company has developed information that is confidential, proprietary and/or nonpublic that is\nrelated to its business, operations, services, finances, clients, customers, policyholders, vendors and agents (“Confidential\nInformation”). Employee understands and agrees that he/she is prohibited from using, disclosing, divulging or misappropriating any\nConfidential Information for his/her own personal benefit or for the benefit of any person or entity, except that Employee\nmay disclose Confidential Information pursuant to a properly issued subpoena, court order, other legal process, or official inquiry of a\nfederal, state or local taxing authority, or other governmental agency with a legitimate legal right to know the Confidential\nInformation. If disclosure is compelled of Employee by subpoena, court order or other legal process, or as otherwise required by law,\nEmployee agrees to notify Company as soon as notice of such process is received and before disclosure and/or appearance takes\nplace. Employee will use reasonable and prudent care to safeguard and prevent the unauthorized use or disclosure of Confidential\nInformation. Confidential Information shall not include any information that: (a) is or becomes a part of the public domain through\nno act or omission of Employee or is otherwise available to the public other than by breach of this Agreement; (b) was in Employee’s\nlawful possession prior to the disclosure and had not been obtained by Employee either directly or indirectly as a result of\nEmployee’s employment with or other service to the Company; (c) is disclosed to Employee by a third party who has authority from\nthe Company to make such disclosure and such disclosure to Employee is not confidential; or (d) is independently developed by\nEmployee outside of Employee’s employment with the Company and without the use of any Confidential Information. Employee\nfurther acknowledges that Employee, in the course of employment, has had and will have access to such Confidential Information.\n(b)\nEmployee agrees that every document, computer disk, electronic file, computerized information, computer software\nprogram, notation, record, diary, memorandum, development, investigation, or the like, and any method or manner of doing business\nof the Company containing Confidential Information made or acquired by the Employee during employment by the Company is and\nshall be the sole and exclusive property of Co
5fa6579440892c888a68fb053f30b58e.pdf	effective_date jurisdiction party term	Non-Disclosure Agreement\nThis Non-Disclosure Agreement (this “Agreement”) is made this day of\n,20\n, by and among KBSIII REIT Acquisition VII, LLC,\na Delaware limited liability company (“KBS REIT VII”), KBS Limited Partnership III, a Delaware limited liability partnership (“KBS LP III”),\nKBS Real Estate Investment Trust III, Inc., a Maryland corporation (“KBS III Inc.”), KBS Capital Advisors LLC, a Delaware limited liability\ncompany (“KBS CA”), and\n,a\n(the “Recipient”) (KBS REIT VII, KBS LP III, KBS III Inc. and KBS CA are\ncollectively referred to as “KBS”; Recipient and KBS are sometimes referred to in this Agreement individually as a “Party” or collectively as the\n“Parties”).\nKBS and Recipient wish to have discussions during which Recipient may be exposed to important business and/or technical information\nwhich is the property of KBS. Such disclosures may be in the form of written materials, by oral disclosure, or through learned observation, and may\ninclude certain plans, designs, data, operations, financial positions and projections, business and technical information, trade secrets, techniques,\nmethods, supplier and vendor contacts and methods, development plans, acquisition plans, financing options and plans, profit margins, services,\nproprietary information, and other confidential information. Much of this information is the result of substantial expenditures of time, money,\ntechnical expertise, and resources. And KBS considers this information confidential and/or a trade secret. The unauthorized use or disclosure of this\ninformation could cause significant harm to KBS’s business. For this reason and in consideration of the mutual covenants contained in this\nAgreement and the disclosure of confidential information to Recipient, the Parties agree as follows:\n3\n1. Definitions. For purposes of this Agreement, the following\ndefinitions apply:\n1.1.\n“Confidential Information” means KBS’s non-public,\nconfidential and proprietary information and specifically includes, but\nis not necessarily limited to, the following: (A) plans, data, operations,\nfinancial positions, historical performance and projections, business\nand technical information, techniques, methods, supplier and vendor\ncontacts, development plans, acquisition plans, financing options and\nplans, profit margins, services, methodologies, techniques, designs\n(architectural or otherwise), specifications, tenant lists, tenant\ninformation, leasing plans or strategies, market information, marketing\nplans, personnel information, other financial information, business\nstrategies, rent and pricing policies, contractual relations with\ncustomers and suppliers, business acquisition plans, business\nopportunities, new personnel acquisition plans, and information, books,\nrecords, patent applications, proprietary information, and other\nconfidential information and know-how relating to the business of\nKBS; (B) information received by KBS from third parties under\nconfidential conditions, which information is identified by KBS as\nbeing subject to such conditions; and (C) KBS’s Trade Secrets.\nConfidential Information does not include any information that: (W) is\nor subsequently becomes publicly available without the Recipient’s\nbreach, directly or indirectly, of any obligation owed to KBS;\n(X) became known to the Recipient prior to KBS’s disclosure of such\ninformation to the Recipient as can be proven by Recipient’s written\nrecords; (Y) became known to the Recipient from a source other than\nKBS other than by the breach of an obligation of confidentiality owed\nto KBS; or (Z) is independently developed, without any use of KBS’s\nConfidential Information, by the Recipient as evidenced by its written\nrecords.\n1.2.\n“Trade Secrets” means information that: derives economic\nvalue, actual or potential, from not being generally known to, or readily\nascertainable by proper means by, other persons who can obtai
5fef505c7e8c60c597f150f2f2976684.pdf	effective_date jurisdiction party term	Exhibit (d)(4)\nRECIPROCAL CONFIDENTIALITY AGREEMENT\nTHIS RECIPROCAL CONFIDENTIALITY AGREEMENT (hereinafter the “Agreement”) is made as of this 16th day of August\n2018, between CafePress Inc., having its principal place of business at 11909 Shelbyville Road, Louisville, Kentucky 40243\n(“CafePress”) and District Photo, Inc., having its principal place of business at 10501 Rhode Island Avenue, Beltsville, MD 20705\n(“Company”).\nWHEREAS, in connection with discussions between Company and CafePress concerning a potential transaction between the parties,\neach party (as the “Disclosing Party”) may find it necessary and desirable to disclose to the other party (as the “Recipient”) certain\ninformation which is proprietary and/or confidential to the Disclosing Party.\nNOW, THEREFORE, in consideration of the disclosure of Confidential Information by each party and each party’s willingness to\nprotect the Confidential Information of the other party it is hereby agreed as follows:\n1. CONFIDENTIAL INFORMATION. For purposes of this Agreement, the term “Confidential Information” shall mean:\n(a) Any non-public information, know-how, data, program, software, process, method, procedure, protocol, design, drawing,\ndiagram, formula, strategy, technology, algorithm, specification or work in progress, or other manufacturing, marketing, financial,\nbusiness, technical or personnel information, as well as information pertaining to sales, suppliers, customers, employees, services, or\nbusiness operations or plans, whether in oral, written, graphic, electronic or any other form, which is learned or disclosed in the\ncourse of the discussions and/or business dealings of the parties; and\n(b) Any document or other communication which is marked “confidential” or is known or should be known by the Recipient to be\nconfidential or of a proprietary nature and is learned or disclosed in the course of the discussions and/or business dealings of the\nparties.\nConfidential Information may also include information of third parties to whom the Disclosing Party has an obligation to treat the\ninformation as confidential. The Disclosing Party will have the sole discretion to determine the information it will disclose under this\nAgreement. Confidential Information will remain the property of the Disclosing Party at all times.\n2. TREATMENT OF CONFIDENTIAL INFORMATION.\n(a) The Recipient will not at any time disclose the Disclosing Party’s Confidential Information to any person, or use the Disclosing\nParty’s Confidential Information for any purpose other than determining the feasibility of a business relationship between the parties.\nThe Recipient shall only disclose the Disclosing Party’s Confidential Information to those of its employees and agents who have a\nneed to know such information for the purpose described above, and who are under an obligation of confidentiality with respect to\nsuch information at least as restrictive as that set forth in this Agreement.\n(b) The Recipient will use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its\nown information of similar importance, but in no event less than reasonable care. The Recipient shall not reverse engineer, decompile\nor disassemble any equipment, software or other computer program disclosed to the Recipient under this Agreement.\n(c) The Recipient shall not export the Disclosing Party’s Confidential Information without the Disclosing Party’s written consent,\nand then only in compliance with all applicable law, rules and regulations.\n3. RETURN OF CONFIDENTIAL INFORMATION. The Recipient shall promptly return the Disclosing Party’s Confidential\nInformation to the Disclosing Party upon termination of the business relationship between the parties, or upon request, if earlier.\n4. NON-PROTECTED INFORMATION. The Recipient’s obligations set forth in this Agreement shall not apply to:\n(a) Information that, at the ti
64ee806eb8c3db587c89b4215fac31da.pdf	effective_date jurisdiction party	Exhibit (10)MM\nNON-COMPETITION, NON-SOLICITATION\nAND CONFIDENTIALITY AGREEMENT\nThis Non-Competition, Non-Solicitation and Confidentiality Agreement (referred to as the\n“Agreement”), is made by and between Target Corporation, a Minnesota corporation, and Target\nEnterprise, Inc., a subsidiary of Target Corporation (“Target Enterprise”), their predecessors, successors,\nparents, subsidiaries, affiliates, joint venture partners, shareholders, officers, and divisions (collectively\nreferred to as “Target”) and Tina Tyler, an employee of Target Enterprise (“Ms. Tyler”). Ms. Tyler and\nTarget are collectively referred to as “the parties” throughout this Agreement.\nWHEREAS, Ms. Tyler has been a key Target executive, and has therefore been granted access to\nTarget’s critical confidential business information, been positioned as a prominent Target representative\nidentified with its good will within the retail industry and corporate community, and developed strong\nrelationships with other Target employees; and\nWHEREAS, in order to protect Target’s critical confidential business information and good will\nfrom use for the benefit of its competitors and to protect its employees from solicitation, and in addition to\nany benefits or compensation she might otherwise receive from Target under any policy, program or\nagreement, Target wishes to provide Ms. Tyler with supplemental compensation in return for Ms. Tyler\nagreeing further not to compete with Target both during and after her employment, solicit Target\nemployees, and disclose Target confidential information; and\nWHEREAS, Ms. Tyler wishes to accept that supplemental compensation in return for her\nacceptance of the terms of this Agreement.\nNOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements\ncontained herein and other good and valuable consideration, the receipt and sufficiency of which is\nhereby acknowledged, Target and Ms. Tyler agree as follows:\n1. Consideration. In exchange for entering into this Agreement, Target agrees to pay Ms. Tyler the\ntotal amount of Three Million Dollars ($3,000,000) (the “Consideration”). Target will pay this\namount, less applicable withholdings as determined by Target, as follows: (1) in one increment of\nOne Million Dollars ($1,000,000) paid on or about January 13, 2017, (2) in one increment of One\nMillion Dollars ($1,000,000) paid on or about January 12, 2018, and (3) in one increment of One\nMillion Dollars ($1,000,000) paid on or about January 11, 2019.\n2. Target Employment. Nothing in this Agreement alters the nature, status or termination of Ms.\nTyler’s employment with Target.\n3. Ms. Tyler’s Covenant. In consideration of this Agreement, and in recognition of the facts that, as a\nresult of her employment with Target, Ms. Tyler has had access to and gained knowledge of\nconfidential and/or proprietary information or trade secrets pertaining to Target, has been identified\nwith its good will within the retail industry and corporate community, has developed strong\nrelationships with other Target employees whom Target wishes to retain, and that Target has\nexpended time, resources and money to obtain or develop these protectable interests, all of which\nhave significant value to Target, Ms. Tyler agrees for the benefit of Target, and as a material\ncondition to her receipt of the consideration described in Paragraph 1, as follows:\n1\na. Non-Competition. Ms. Tyler will not, during her employment and for a period of three (3)\nyears following the date of her termination from Target, perform services directly or\nindirectly (including as an employee, independent contractor, consultant, officer, director,\nor similar relationship), to Amazon.com, Inc.; Best Buy Co., Inc.; Costco Wholesale\nCorporation; CVS Health Corporation; Dollar General Corporation; The Gap, Inc.; The\nHome Depot, Inc.; J.C. Penney Company, Inc.; Kohl’s Corporation; The Kroger Co.;\nLowe’s Companies; Macy’s, Inc.
65ad3d6fa2814b1e1f6b87f56b398086.pdf	jurisdiction	EX-10 .29 22 a2207597zex-10_29.htm FORM OF NON-COMPETITION AND CONFIDENTIALITY AGREEMENT -- EXECUTIVE OFFICERS\nExhibit 10.29\nExecution Version\nNON-COMPETITION, NON -SOLICITATION\nAND CONFIDENTIALITY AGREEMENT\nNON-COMPETITION , NON -SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) made as of\n, by and between Fifth Third Processing Solutions, LLC, a Delaware\nlimited liability company (together with any successor entity thereto, the “Company”), and\n(“Employee”) .\nIn consideration of the Company’s offer of employment pursuant to the terms and conditions of an offer letter, dated as of the date of this Agreement, the Company’s providing Employee with access to its\nproperty, equipment and valuable Confidential Information (as defined below), and other good and valuable consideration, the parties hereby agree as follows:\n1.\nEmployee’s Covenants\na. Non-Competition: During the Restricted Period (as defined below), Employee agrees not to compete in any manner, either directly or indirectly, whether for compensation or otherwise, with the\nCompany, including by, entering into an ownership, consulting or employment arrangement with, or render services for, any individual or entity; accept or provide assistance in the accepting of (including, but not limited to, providing any\nservice, information or assistance or other facilitation or other involvement) business or orders from customers or any potential customers of the Business or the Company with whom Employee has had contact, involvement, or\nresponsibility on behalf of any third party or otherwise, or to assist any other person or entity to compete with the Business (as defined below) or the Company by either:\n(i)\nproducing, developing or marketing, rendering services or handling products competitive with the Business or the Company in any geographic region or territory in which\nEmployee worked or had responsibility during the eighteen (18) month period preceding departure from the Company or the Closing, as applicable, or assisting others to\nproduce, develop or market, or render such services or products; or\n(ii)\naccepting employment from or having any other relationship (including, without limitation, through owning, managing, operating, controlling or consulting) with any entity\nwhich produces, develops or markets, a product, process, or service which is competitive with those products, processes, or services of the Business or the Company, whether\nexisting or planned for the future, on which Employee has worked, or concerning which Employee has in any manner acquired knowledge of or had access to Confidential\nInformation, during the eighteen (18) months preceding termination of Employee’s employment, provided, however, that it shall not be a violation of this Agreement for\nEmployee to have beneficial ownership of less than 1% of the outstanding amount of any class of securities listed on a national securities exchange or quoted on an\ninter-dealer quotation system.\nb. Non-Solicitation: During the Restricted Period, Employee agrees that Employee will not, either on Employee’s own behalf or on behalf of any other person or entity, directly or indirectly, (a) solicit\nany person or entity that is a customer of the Business or the Company, or has been a customer of the Company during the prior eighteen (18) months, to purchase any products or services the Business or the Company provided or\nprovides to the customer, (b) interfere with any of the Business’s or the Company’s business relationships, or (c) directly or indirectly solicit, divert, entice or take away any potential customer identified, selected or targeted by the\nBusiness or the Company with whom Employee had contact, involvement or responsibility during Employee’s employment with the Company and/or its affiliates, or attempt to do so for the sale of any product or service that competes\nwith a product or service offered by the Business or the Company.\nc. No-Hire: During the Restricted Period, Employee
65b49db954428a2000d96815b1fcb033.pdf	effective_date jurisdiction party term	SCHEDULE A\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis non-disclosure Agreement (the “Agreement”) is made and entered into as of the Effective Date of the Licensing\nAgreement entered into between HI-TEX, INC., a Michigan corporation (the “Licensor”) and QUAKER FABRIC\nCORPORATION OF FALL RIVER, a Massachusetts company (the “Licensee”).\nRecitals\nThe parties above have entered into a License Agreement (the “Business Relationship”) which may involve the\ndisclosure by each party (the “Discloser”) to the other party (the “Recipient”) of confidential and proprietary information\nwhich is owned by the Discloser, its affiliates or third parties.\nAgreement\nNOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree by their signature\non the License Agreement as follows:\nThe Confidential Information heretofore and hereafter to be exchanged between the parties is proprietary and\nconfidential to each of the parties, respectively, and is of significant importance and value to the parties and their\nrespective businesses. Accordingly, in order for the parties to facilitate their Business Relationship and to provide the\nbasis for them to furnish additional Confidential Information to each other, and in consideration thereof, the parties\nhereto have agreed as follows:\n1. During the course of disclosures hereunder and in perpetuity thereafter, each of the parties shall not, with respect\nto Confidential Information received by the Recipient the Discloser:\na. publish or disclose any Confidential Information heretofore or hereafter so received to anyone other than to\nonly those directors, officers, and employees of the Recipient who have a need to know such Confidential\nInformation in order to carry out the purpose of the disclosures contemplated by the parties; or\nb. directly or indirectly use any Confidential Information for the Recipient's own benefit (except to carry out the\npurposes of the disclosures described above) or for the benefit of any third-party.\n2. Each Recipient shall apply to Confidential Information such security procedures as it applies to like information of\nits own, provided that each Recipient shall in any event, at its own expense, provide a secure place for its retention and\nuse of Confidential Information and observe and comply with Paragraph 3 hereof.\n3. Each party has represented and warranted to and agreed with the other of them that each of its directors, officers\nand employees to whom Confidential Information is disclosed will be advised in advance of the terms of this Agreement.\n4. Each party understands, acknowledges and agrees that Confidential Information is of great competitive as well as\nmonetary value to the other and that, therefore, each party has the right to bring an action to enjoin the improper use or\ndisclosure of Confidential Information, it being agreed that a suit for monetary damages alone would be an inadequate\nremedy.\n5. The parties agree to maintain any written record made of the other's Confidential Information as “Confidential.”\n6. Upon termination of the License Agreement, the Recipient shall promptly return to the Discloser all documents or\nrecords and all copies thereof containing such Discloser's Confidential Information. All documents, memoranda, notes\nand other writings prepared by the Recipient on the basis of such Discloser's Confidential Information shall also be\nreturned to the Discloser promptly after such request or, in the alternative and promptly after such request, the Recipient\nshall destroy all of the foregoing and shall certify to the Discloser as to such destruction. The foregoing shall include,\nwithout limitation, all such records and other information in written, graphic, computer media or other form.\n7. Nothing contained herein shall be construed to grant either party a license or right to use any Confidential\nInformation of the other, or a license under any patent, trademark, copyright, know-how or tr
6d64a41bd3e5c58b735d7832f2b30bdd.pdf	effective_date jurisdiction party term	EX-99.(D)(2)(I) 10 d344651dex99d2i.htm EX-(D)(2)(I)\nExhibit (d)(2)(i)\nGIGPEAK, INC.\nMUTUAL NONDISCLOSURE AGREEMENT\nThis Mutual Nondisclosure Agreement (this “Agreement”), effective\n, 20 (“Effective Date”), is entered\ninto by and between GigPeak, Inc., a Delaware corporation having offices at 130 Baytech Drive, San Jose, CA 95134 (“GigPeak”),\nand Integrated Device Technology, Inc., a Delaware corporation having offices at 6024 Silver Creek Valley Road, San Jose, CA\n95138 (“IDT”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). In consideration of the covenants\nand conditions contained herein, the Parties hereby agree to the following:\nPage 1\n1. PURPOSE\nThe Parties wish to explore a business opportunity of mutual interest (the\n“Opportunity”), and in connection with the Opportunity, each Party has disclosed, and\nmay further disclose certain confidential technical and business information (in such\ncapacity a Party disclosing the information, the “Discloser”) to the other Party (in such\ncapacity a Party receiving the information, the “Recipient”), that Discloser desires\nRecipient to treat as confidential.\n2. CONFIDENTIAL INFORMATION\nA. Definition.\n“ Confidential Information” means (a) any information disclosed\n(directly or indirectly) by Discloser to Recipient pursuant to this Agreement that is in\nwritten, graphic, machine readable or other tangible form objects (including, without\nlimitation, documents, software, prototypes, samples, data sets, and plant and\nequipment) and is marked “Confidential,” “Proprietary” or in some other manner to\nindicate its confidential nature; (b) oral information disclosed (directly or indirectly) by\nDiscloser to Recipient pursuant to this Agreement, provided that such information is\ndesignated as confidential at the time of disclosure and reduced to a written summary\nby Discloser that is marked in a manner to indicate its confidential nature and delivered\nto Recipient within thirty (30) days after its oral disclosure; and (c) information\notherwise reasonably expected to be treated in a confidential manner under the\ncircumstances of disclosure under this Agreement or by the nature of the information\nitself. Confidential Information may include information of a third party that is in the\npossession of Discloser and is disclosed to Recipient under this Agreement.\nB. Exceptions.\nConfidential Information shall not, however, include any\ninformation that (i) was publicly known or made generally available without a duty of\nconfidentiality prior to the time of disclosure by Discloser to Recipient; (ii) becomes\npublicly known or made generally available without a duty of confidentiality after\ndisclosure by Discloser to Recipient through no wrongful action or inaction of\nRecipient; (iii) is in the rightful possession of Recipient without confidentiality\nobligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s\nthen-contemporaneous written files and records kept in the ordinary course of\nbusiness; (iv) is obtained by Recipient from a third party without an accompanying\nduty of confidentiality without a breach of such third party’s obligations of\nconfidentiality; or (v) is independently developed by Recipient without use of or\nreference to Discloser’s Confidential Information, as shown by written records and\nother competent evidence prepared contemporaneously with such independent\ndevelopment.\nC. Compelled Disclosure.\nIf Recipient becomes legally compelled to disclose\nany Confidential Information, other than pursuant to a confidentiality agreement,\nRecipient will provide Discloser prompt written notice, if legally permissible, and will\nuse its best efforts to assist Discloser in seeking a protective order or another\nappropriate remedy. If Discloser waives Recipient’s compliance with this Agreement\nor fails to obtain a protective order or other appropriate 
715f780df436bd9bf4cd8d0883087bf5.pdf	effective_date jurisdiction party term	EX-99.D2 10 0010.txt MUTUAL NON-DISCLOSURE AGREEMENT EXHIBIT (d)(2) MUTUAL NON-\nDISCLOSURE AGREEMENT THIS AGREEMENT is entered into and made effective as of February 10, 2000, by and\nbetween New England Business Service, Inc. ("NEBS") and Premium Wear, Inc. ("Premium Wear"). This Agreement\nprovides for the protection from unauthorized disclosure or use of Confidential Information (as defined below) that may\nbe furnished by one of the parties hereto to the other party and that may be used by the receiving party solely for the\npurpose of evaluating or engaging in a business relationship between the disclosing party and the receiving party. 1.\n"Confidential Information" means non-public information relating to the disclosing party's business that the disclosing\nparty designates as being confidential or proprietary or which, under the circumstances surrounding disclosure, ought to\nbe treated as confidential. "Confidential Information" includes, without limitation, ideas, concepts, designs,\nspecifications, drawings, blueprints, tracings, models, samples, data, computer programs, marketing plans and strategies,\nbusiness strategies, customer names, mailing lists, prices, rates, costs, information received from others that the\ndisclosing party is obligated to treat as confidential, and other technical, financial or business information. Confidential\nInformation may be furnished in any tangible or intangible form, including written or printed documents, visual\ndemonstrations or inspections, computer disks or tapes, other electronic media and oral communications. The receiving\nparty's obligations hereunder will not apply, or will cease to apply, to that Confidential Information which the receiving\nparty can establish (i) is or hereafter becomes generally known or available to the public or interested persons through no\nbreach of this Agreement by the receiving party; (ii) is rightfully known to the receiving party without restriction on\ndisclosure at the time of its receipt from the disclosing party; (iii) is rightfully furnished to the receiving party by a third\nparty without breach of an obligation of confidentiality; (iv) is disclosed to a third party by the disclosing party without\nsimilar restrictions on such third party's rights; (v) is independently developed by the receiving party without use of or\nreference to the Confidential Information; (vi) is required to be disclosed pursuant to the order of a court, administrative\nagency or other governmental body (provided that the receiving party shall give the disclosing party reasonable notice\nprior to such disclosure and shall comply with any applicable protective order or equivalent); or (vii) is approved for\nrelease by written authorization of the disclosing party. 2. Obligations of Receiving Party. The receiving party will\nprotect Confidential Information by using at least the same degree of care, but no less than a reasonable degree of care,\nto prevent the unauthorized disclosure of such Confidential Information as the receiving party uses to protect its own\nconfidential or proprietary information. The receiving party will neither disclose nor copy Confidential Disclosure\nexcept as necessary for its employees, agents or representatives with a need to know, provided that any such employee,\nagent or representative shall have agreed in writing, as a condition to his or her employment or engagement or in order to\nobtain Confidential Information, to be bound by non-disclosure and non-use obligations substantially similar to this\nAgreement. Any copies which are made will be identified as belonging to the disclosing party and shall be reproduced\nwith the disclosing party's proprietary rights notices in the same manner in which such notices appear in the original\ncopy provided by the disclosing party. The receiving party will not use the Confidential Information for any purpose\nexcept to evaluate a business relationship with the disclosing party or otherwise in pursuance of
7187b5dc91b45bd1339f75c4fe646186.pdf	effective_date jurisdiction party term	Appendix A\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (“Agreement”) dated as of November 6, 2008 is entered in by and between BioLargo. Inc. (the\n“Company”) and Howard Isaacs (the “Consultant”), and sets forth the terms and conditions on which Company is willing to disclose certain material\nnon-public information about the Company.\n1.\nPurpose. In connection with his retention as a consultant to the Company pursuant to an agreement dated as of even date (the\n“Consulting Agreement”), the Company may disclose to the Consultant certain confidential technical and business information which the Company\nrequires the Consultant to treat as confidential.\n2.\nDefinition. “Confidential Information” means any information disclosed to the Consultant by the Company, either directly or\nindirectly in writing, orally or by inspection of tangible objects, including without limitation documents, prototypes and forecasted financial\ninformation. Confidential Information may also include information disclosed to the Company by third parties. Confidential Information shall not,\nhowever, include any information which the Consultant can establish by written documentation (i) was publicly known and made generally available\nin the public domain prior to the time of disclosure to the Consultant by the Company; (ii) becomes publicly known and made generally available\nafter disclosure to the Consultant by the Company through no action or inaction of the Consultant; (iii) is in the possession of the Consultant, without\nconfidentiality restrictions, at the time of disclosure by the Company as shown by the Consultant’s files and records immediately prior to the time of\ndisclosure; (iv) is developed independently of the Confidential Information, as shown by written records prepared contemporaneously with such\nindependent development; or (v) is disclosed pursuant to the requirement of a United States government agency or judicial body, provided that the\nConsultant shall provide reasonable advice notice thereof to enable the Company to seek a protective order or otherwise prevent such disclosure.\n3.\nNon-use and Non-disclosure. The Consultant agrees not to use any Confidential Information for any purpose except within the\nproper scope of his duties pursuant to the Consulting Agreement. The Consultant agrees not to disclose any Confidential Information to third parties,\nexcept to those individuals who, with the prior written consent of the Company, are designated as authorized to receive such Confidential\nInformation in order for the Consultant to perform his duties and obligations under the Consulting Agreement. The Consultant agrees that each third\nparty receiving any Confidential Information will enter into a separate Non-Disclosure Agreement with the Company.\n4.\nMaintenance of Confidentiality. The Consultant agrees that it shall take all commercially reasonable measures to protect the\nsecrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Consultant shall take at\nleast those measures that the Consultant takes to protect its own confidential information of a similar nature and shall have its employees or advisors\nwho have access to Confidential Information sign a non-use and non-disclosure agreement in content substantially similar to the provisions hereof,\nprior to any disclosure of Confidential Information to such employees. The Consultant shall immediately notify the Company in the event of any\nunauthorized use or disclosure of any Confidential Information.\n-6-\n5.\nNo Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. COMPANY MAKES NO WARRANTIES,\nEXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\n6.\nReturn of Materials. All documents and other tangible objects containing or representing Confidential Information which are in\nthe possession of the Consultant shall be and remain the property of the 
762b493ffbbb2eeaa53b4acb586ba2f8.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 9 a2179028zex-99 _d3.htm EXHIBIT 99.(D)(3)\nQuickLinks -- Click here to rapidly navigate through this document\nExhibit (d)(3)\nMUTUAL NONDISCLOSURE AGREEMENT\nThis MUTUAL NONDISCLOSURE AGREEMENT (this "Agreement") is made as of May 9, 2007 by and between Opsware Inc., a Delaware\ncorporation (the "Company"), and Hewlett-Packard Company, a Delaware corporation ("HP").\nThe Company and HP are evaluating entering into a potential business transaction (the "Transaction") under which each may disclose certain\ninformation, including Confidential Information (as defined below), to the other. As a condition to such information being furnished to each party, its\nsubsidiaries and other individuals and entities controlled, directly or indirectly, by such party ("Affiliates") and the respective directors, officers,\nemployees, agents, representatives, consultants, accountants, attorneys and advisors of such party and its Affiliates (collectively with such Affiliates,\n"Associates"), each party agrees to treat the other party's Confidential Information in accordance with the provisions of this Agreement, and to take\nor abstain from taking certain other actions, as described in this Agreement. A party disclosing Confidential Information hereunder is referred to\nherein as "the disclosing party" and a party receiving the Confidential Information of a disclosing party hereunder is referred to herein as "the\nreceiving party."\n1. Nondisclosure of Confidential Information.\n"Confidential Information" means any information, technical data or know-how, including, but not limited to, that which relates to research,\nproduct or service plans, business practices, agreement terms, products, services, employees, suppliers, customers, technology or other strategic\npartners, stockholders, markets, software, know-how, developments, inventions, processes, designs, drawings, engineering, hardware configuration\ninformation, marketing, finances, notes, analyses or studies and all tangible and intangible embodiments thereof of any kind whatsoever, whether\nconveyed in writing or orally by the disclosing party or its Associates to the receiving party or its Associates in connection with the evaluation of a\nTransaction. The term "Confidential Information" shall be deemed to include those portions of any notes, analyses, compilations, studies,\ninterpretations, memoranda or other documents (regardless of the form thereof) prepared by the receiving party or its Associates which contain,\nreflect or are based upon, in whole or in part, any information furnished to the receiving party or its Associates pursuant hereto. Notwithstanding the\nforegoing, Confidential Information does not include information, technical data or know-how which: (i) is rightfully in the possession of the\nreceiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior to or\nafter the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party in\nviolation of its obligations hereunder; (iii) is obtained by the receiving party from a source other than the disclosing party or any of its Associates,\nwhich source is not known by the receiving party to have any obligation of confidentiality to the disclosing party with respect to such information\n(iv) is approved, in writing, for release by the disclosing party; or (v) the receiving party can document was independently developed by the\nreceiving party without use of or reference to the disclosing party's Confidential Information.\nEach of the parties hereto agrees not to use the Confidential Information disclosed to it by the other party or its Associates for its own use or for\nany purpose except to evaluate the contemplated Transaction. Neither party will disclose any Confidential Information of the other party to third\nparties except those Associates of such party who are req
7c6dc43af8d2b97e3918cd1ebf62f17e.pdf	effective_date jurisdiction party term	EX1A-6 MAT CTRCT 12 filename12.htm\nExhibit 1A-6F\nAMERICAN HOMEOWNER PRESERVATION\nINVENTION, NON-DISCLOSURE, AND NON-COMPETITION AGREEMENT\nThis is an Agreement, entered into on\n, 2018, by and among Jeremiah Kaye ("Executive") and , AHP Servicing, LLC (the\n"Company").\nBackground\nExecutive is employed by the Company, and the parties wish to set forth certain restrictions concerning confidential information,\ninventions, 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\nor in the mortgage industry, in spoken, printed, electronic or any other form or medium, relating to the Company or its business. Confidential\nInformation includes, but is not limited to, processes, methods, policies, plans, documents, strategies, agreements, transactions, negotiations,\nknow-how, trade secrets, computer software, applications, databases, manuals, records, supplier information, vendor information, financial\ninformation, accounting records, legal information, pricing information, credit information, personnel information, security procedures, market\nstudies, sales information, inventions, and customer information. Executive understands that the above list is not exhaustive, and that\nConfidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would\notherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or\nused. Executive further understands that Confidential Information includes information developed by him in the course of his employment that\nmeets the definition of Confidential Information set forth above. Notwithstanding the foregoing, Confidential Information shall not include\ninformation that is generally available to and known by the public or in the mortgage industry, provided that the disclosure of such information to\nthe public or the mortgage industry was not the result of direct or indirect action of Executive (or one or more person(s) acting on Executive's\nbehalf) in violation of Executive's obligations pursuant to this Agreement.\n1.2 Disclosure and Use Restrictions. Executive shall (i) treat all Confidential Information as strictly confidential; (ii) not directly\nor indirectly disclose Confidential Information, or allow it to be disclosed, except as required in the performance of Executive's duties for the\nCompany; and (iii) not access or use any Confidential Information, and not copy any documents, records, files, media, or other resources\ncontaining any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of\nthe Company, except as required in the performance of Executive's duties for the Company. The preceding sentence shall not prohibit Executive\nfrom disclosing Confidential Information as required by applicable law or regulation, or pursuant to the valid order of a court of competent\njurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law,\nregulation, or order and, to the extent permitted by applicable law, Executive gives the Company prompt notice of such requirement.\n1.3\nOwnership of Property. All files, letters, memoranda, reports, records, data, sketches, drawings, and all other written,\nphotographic, or other tangible material containing Confidential Information, whether created by Executive or others, which shall come into his\ncustody or possession, shall be and are the exclusive property of the Company to be used by Executive only in the performance of his duties for\nthe Company. All such materials or copies thereof and all tangible prop
7d0609e79512805f21a1c96ed751dd56.pdf	effective_date jurisdiction party term	EX-99.(D)(4) 14 dex99d4.htm MUTUAL CONFIDENTIALITY AGREEMENT, DATED AS OF MAY 14, 2003\nBETWEEN FLEXSTEEL AND\nMUTUAL CONFIDENTIALITY AGREEMENT\nTHIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of the 14th day of May 2003, by\nand between Flexsteel Industries, Inc., and DMI Furniture, Inc.\nRECITALS:\nA. The parties have had, or are interested in entering into, discussions regarding a potential business relationship.\nB. In the course of such discussions and/or during such relationship, each party (a “Receiving Party”) has had or will have access to\nConfidential Information (as hereinafter defined) belonging to the other party hereto (a “Disclosing Party”) with the understanding and agreement\nthat such Confidential Information will be kept strictly confidential, and the parties now wish to confirm their understanding and agreement in\nwriting.\nTHEREFORE, in consideration of the premises and covenants set forth herein, and for other good and valuable consideration, the receipt\nand sufficiency of which are hereby acknowledged, it is hereby agreed as follows:\n1. As used in this Agreement, the term “Confidential Information” means all information, whether oral, written or otherwise, belonging\nto or concerning a Disclosing Party, its affiliates, or its clients or customers, including, without limitation, strategic, marketing and business plans,\nmodels, and initiatives, computer programs, research and development projects, financial information, identities of, and other information with\nrespect to the Disclosing Party’s suppliers, clients and customers, trade secrets, and other nonpublic aspects of the Disclosing Party’s business, which\nsuch Disclosing Party or its representatives provided or provide at any time to a Receiving Party or any of its representatives and is identified as\n“Confidential” by the Disclosing Party in writing to the Receiving Party at the time of disclosure. It includes, without limitation, analyses,\ncompilations, studies and other documents, in whatever form, which are based upon, incorporate or otherwise reflect such Confidential Information\nthat has been so identified. The term Confidential Information does not include information that would otherwise be Confidential Information if (a)\nsuch information has become or hereafter becomes generally available to the public other than as a result of a disclosure by the Receiving Party or\nany of its representatives, (b) such information is furnished to the Receiving Party on a nonconfidential basis from a source other than the Disclosing\nParty, or (c) such information is within the Receiving Party’s possession prior to its being furnished to such Receiving Party by the Disclosing Party.\n2. All Confidential Information shall be held and treated by the Receiving Party and its representatives in confidence and will not, except\nas hereinafter expressly permitted, be disclosed or used by the Receiving Party or its representatives other than in connection with the Receiving\nParty’s consideration of a potential business relationship with the Disclosing Party and as necessary in the course of the parties’ business\nrelationship. The Receiving Party shall disclose Confidential Information only to its representatives (a) who need to know the Confidential\nInformation in connection with the relationship between the parties, (b) who are informed of the confidential nature of the information the Receiving\nParty discloses to them, and (c) who are under an obligation of confidentiality to the Receiving Party.\n3. Both parties agree, in addition to and not in limitation of, any of the rights, remedies or damages otherwise available, at law or in\nequity, each shall be entitled to injunctive relief in order to prevent or restrain any breach of this Confidentiality Agreement without the necessity of\nposting any bond or other security. This relief is necessary due to the fact that future damages to either party are ind
7e7d64c4020fe273508f203e609b8ad8.pdf	effective_date jurisdiction party term	EX-10.2 7 dex102.htm CONFIDENTIALITY AGREEMENT\nExhibit 10.2\nSeawell Limited\n14-Par-laVille Road\nHamilton HMGX\nBermuda\nRegistration no. 40612\nCONFIDENTIAL\nJune 23, 2010\nAllis-Chalmers Energy Inc.\nAttn.: Mr. Munawar H. Hidayatallah\nChairman and Chief Executive Officer\n5075 Westheimer, Suite 890\nHouston, Texas 77056\nRe: Confidentiality Agreement\nLadies and Gentlemen:\nAs we have discussed, Allis-Chalmers Energy Inc., a Delaware corporation (“Allis-Chalmers,” which term shall, for purposes of this letter\nagreement (“Agreement”), include its subsidiaries), and Seawell Limited, a Bermuda company (“Parent,” which term shall, for purposes of this\nAgreement, include its subsidiaries) (each a “Party” and collectively, the “Parties”), are considering entering into discussions in order to evaluate a\npossible strategic transaction between the Parties (the “Potential Transaction”). For the purposes of the evaluation of the Potential Transaction, each\nParty may disclose and deliver to the other Party certain information regarding its properties, employees, finances, businesses, operations, assets,\nprospects and financial affairs (each Party furnishing such information being hereinafter referred to, with respect to such information, as the\n“Disclosing Party,” and each Party receiving such information being hereinafter referred to, with respect to such information, as the “Receiving\nParty”). All such information furnished by a Disclosing Party or its Representatives (as defined below) after the date hereof, whether oral, written or\nelectronic, and regardless of the manner in which it is furnished, is referred to in this Agreement as “Proprietary Information.” The term Proprietary\nInformation shall include, without limitation, all data, reports, interpretations, forecasts, records, analyses, compilations, summaries or other\ninformation containing or otherwise reflecting information concerning a Disclosing Party, its respective affiliates and subsidiaries, whether prepared\nby the Receiving Party or others, and any summaries or other documents created by the Receiving Party or others which refer to, relate to, discuss,\nconstitute, or embody all or any portion of the Proprietary Information provided to the Receiving Party by the Disclosing Party (collectively,\n“Evaluation Material”). The term Proprietary Information shall not include, however, information which (a) is or becomes generally available to the\npublic other than as a result of a disclosure by the Receiving Party or any of its Representatives in breach of this Agreement, (b) was or becomes\navailable to the Receiving Party on a nonconfidential basis prior to or after its disclosure by the Disclosing Party or its Representatives from a\nperson, other than the Disclosing Party or its Representatives, who is not known by the Receiving Party or any of its Representatives, after\nreasonable investigation, to be bound by a confidentiality agreement with the Disclosing Party or any of its Representatives, or otherwise under an\nobligation to the Disclosing Party or any of its Representatives to keep such information confidential or (c) is developed independently by the\nReceiving Party or any of its Representatives without use of or reference to Proprietary Information and without violating any of the provisions of\nthis Agreement.\nSubject to the immediately succeeding paragraph, unless otherwise agreed to in writing by a Disclosing Party, each Party agrees (a) except as\nrequired by law, rule, applicable regulation, stock exchange rule or disclosure requirement of the Securities and Exchange Commission (collectively,\n“Law”), to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any person other than directors,\nofficers and employees and those attorneys, accountants, financial advisors, consultants or other agents or advisors who are not officers or employees\n(such persons being ref
804dff42b6476d157f86d35b89a6e48b.pdf	effective_date jurisdiction party term	EXHIBIT B FORM OF NON-DISCLOSURE AGREEMENT NONDISCLOSURE AGREEMENT THIS\nNONDISCLOSURE AGREEMENT ("Agreement") dated as of ____________________, 200_____is entered into by\nand between AlgoRx Pharmaceuticals, Inc., a Delaware corporation ("AlgoRx"),\nand_________________________________________________, a\n_______________[CORPORATION] (the "Recipient"). 1. Confidential Information. For their mutual benefit, AlgoRx\nintends to discuss and disclose certain of its confidential information in connection with [INSERT A DESCRIPTION OF\nACTIVITY THAT RECIPIENT IS PERFORMING FOR ALGORX] (the "AlgoRx Matter"). Confidential Information\nshall mean information including, without limitation, a formula, pattern, trade secret, compilation, program, method,\ntechnique, process, biological material, gene sequence, cell line, assay, chemical compound, model, invention, work of\nauthorship, inventions, know-how, experimental work, sample, data, design, source code, research plan, business plan,\nbusiness opportunity, customer, employee or personnel list, or financial statement on date proprietary to AlgoRx that\nderives independent economic value, actual or potential, for not being generally known to the public or to other persons\nwho can obtain economic value from its disclosure or use. Confidential Information includes, but is not limited to,\ninformation disclosed in connection with the AlgoRx Matter. However, Confidential Information shall not include\ninformation that: (i) is now or subsequently becomes generally available to the public through no wrongful act or\nomission of the Recipient; (ii) the Recipient can demonstrate by written records to have had rightfully in its possession\nprior to disclosure to the Recipient by AlgoRx; or (iii) the Recipient rightfully obtains from a third party who has the\nright to transfer or disclose it. AlgoRx shall mark the material manifestations of its Confidential Information as being\nconfidential and proprietary so that the Recipient is aware that its receipt is governed by the terms of this Agreement. The\nforegoing notwithstanding, the terms of this Agreement also pertain to materials not so marked if AlgoRx informs the\nRecipient of their confidential nature or if the Recipient otherwise knows or should reasonably be expected to know of\ntheir confidential nature. 2. Nondisclosure. Except as has been specifically authorized by AlgoRx in writing, the\nRecipient shall not reproduce, use, distribute, disclose or otherwise disseminate the Confidential Information and shall\nnot take any action causing, or fail to take any reasonable action necessary to prevent, any Confidential Information\ndisclosed to the Recipient pursuant to this Agreement to lose its character as Confidential Information. In the event the\nRecipient is required to disclose any Confidential Information pursuant to law or government regulation, the Recipient\nshall promptly notify AlgoRx in order to allow AlgoRx the maximum time to obtain protective or confidential treatment\nof the Confidential Information before it is disclosed. Upon termination of the discussion or evaluation of the AlgoRx\nMatter or upon request by AlgoRx, the Recipient shall promptly deliver to AlgoRx or destroy all Confidential\nInformation and all embodiments thereof then in its custody, control or possession and shall deliver within five days after\nsuch termination or request a written statement to AlgoRx certifying to such action. 3. Ownership. All Confidential\nInformation shall remain the property of AlgoRx and no license or other right to such information is granted or implied\nhereby. Neither this Agreement nor the disclosing of Confidential Information to the Recipient constitutes any grant,\nright, license or assignment to the Recipient under any copyright, patent, trademark or other rights now or hereafter\nowned or controlled by AlgoRx. The AlgoRx Matter and all Confidential Information developed in connection therewith\nshall be the sole and exclusive property of
809abb3273c6043d409ec5440de965d5.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 9 dex99d3.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)\nCONFIDENTIALITY AGREEMENT\nNovember 6, 2009\nHID Global Corporation\n15370 Barranca Parkway\nIrvine, CA 92618\nAttention: Tim Moxon, Director, Mergers & Acquisitions\nDear HID Global Corporation:\nIn connection with your consideration of a possible transaction with LaserCard Corporation (the “Company”) (a “Transaction”), you have\nrequested the right to review certain non-public information of the Company. In consideration of, and as a condition to, furnishing you with such\ninformation and any other information (whether in oral or written form, electronically stored or otherwise) delivered to you or any of your affiliates\n(as defined in paragraph 5 hereof), directors, officers, employees, legal or financial advisors, agents, representatives or “controlling persons” (within\nthe meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (such persons with respect to any person being herein referred to\ncollectively as that person’s “Representatives”) by us or our Representatives (such information, whether in written, oral, electronic or other form\nand whether prepared or made available to you before, on or after the date hereof, as well as any notes, analyses, compilations, studies, documents or\nother materials prepared by or on behalf of you or your Representatives which contain, are based on, derived from or otherwise reflect in whole or in\npart such information, in whatever form maintained or derived, collectively being referred to herein as “Evaluation Material”) in connection with\nyour consideration of the Transaction, as well as a condition to further discussions among the parties, the parties agree, as follows:\n1. You and your Representatives (i) will use the Evaluation Material solely for the purpose of evaluating the Transaction with the Company\nby you or your affiliates, and (ii) will keep the Evaluation Material strictly confidential and will not (except as required by applicable\nlaw, regulation, legal process, civil or regulatory investigative demand or other similar process, and in such case only in compliance with\nparagraph 3 below), without the Company’s prior written consent, disclose any of the Evaluation Material to any person, except that the\nEvaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information solely\nfor the purpose of evaluating the Transaction with the Company (provided that prior to such disclosure your Representatives will be\ninformed of the confidential nature of the Evaluation Material and shall agree to be bound by this letter agreement to the same extent as\nif they were parties thereto). You agree to be responsible for any breach of this letter agreement by your Representatives, and that the\nCompany shall be entitled to directly enforce such agreement against you (it being understood that such responsibility shall be in\naddition to and not by way of limitation of any right or remedy the Company may have against your Representatives with respect to such\nbreach). You shall secure and safeguard any and all information, documents, work in process, and work product that embodies\nEvaluation Material to reasonably restrict access and prevent unauthorized use and/or disclosure. You further agree that you will\nmaintain reasonable procedures to protect the secrecy of and prevent accidental or other loss or unauthorized use of any Evaluation\nMaterial. You shall reproduce the Company’s proprietary rights notices on any copies of Evaluation Material, in the same manner in\nwhich such notices were set forth in or on the original. You shall not reverse engineer, disassemble or decompile any prototypes,\nsoftware or other tangible objects that embody Evaluation Material.\nThe parties recognize and acknowledge the competitive value of the Transaction Information (as such term is defined in paragraph 4\nhereof) and Evaluation Mat
8bd2be4b4638f0d148dd4fa541fb71ef.pdf	effective_date jurisdiction party term	EX-10.22 21 dex1022.htm EMPLOYEE CONFIDENTIALITY, INVENTIONS, AND NON-COMPETITION\nAGREEMENT\nExhibit 10.22\nEmployee Confidentiality, Inventions and Non-Competition Agreement\nEMPLOYEE CONFIDENTIALITY, INVENTIONS, AND NON-COMPETITION\nAGREEMENT\nThis Agreement is made and entered into as of May\n, 2001, by and between Corus Pharma, Inc., a Delaware corporation (“Company”)\nand A. Bruce Montgomery, M.D . (“Employee”).\nRECITALS\nWHEREAS, the Company and Employee have entered into a letter agreement dated as of January 26, 2001, (the “Letter Agreement”) pursuant\nto which Employee has assigned to the Company all rights then or thereafter owned in connection with the Invention (as described in the Letter\nAgreement),\nWHEREAS, the Company and Employee wish to memorialize certain obligations of Employee in connection with maintaining confidentiality\nof the Company’s information, and\nWHEREAS, the Company and the Employee wish to memorialize the understanding between the parties that Employee shall assign any future\ninventions made while an employee of the Company.\nAs a condition of Employee’s ongoing employment, and the special training and knowledge that Employee will acquire through his\nemployment with the Company, and of the covenants and conditions contained herein, the parties agree as follows:\n1. Confidential Information.\n1.1 Company Secrets. During and after Employee’s employment with Company, Employee will protect and hold in strictest confidence all\nConfidential Information of Company and its affiliates and business relations. Confidential Information includes, without limitation, Inventions (as\ndefined below), trade secrets, plans, programs, source and object codes, specifications, drawings, diagrams, schematics, formulae, product designs\nand concepts, reports, studies, technical know-how, methods, customer and supplier lists, customer requirements, price lists and policies, budgets,\nprojections, bids, costs, financial reports and information, financing materials, training programs and manuals, and sales and marketing programs,\nmaterials, plans, and strategies. Employee will not disclose, use, copy, publish, summarize or remove from Company’s premises any material\ncontaining or disclosing any portion of the Confidential Information, except as necessary to carry out Employee’s assigned responsibilities as a\nCompany employee. Upon termination of Employee’s employment or the earlier request of the Company, all material containing or disclosing any\nportion of the Confidential Information shall be returned to Company.\n1.2 Third Party Information. During and after Employee’s employment with Company, Employee will not (a) use any confidential and proprietary\ninformation of Company’s customers, vendors, consultants and other parties with whom Company does business (“Third Party Information”) or (b)\ndisclose any Third Party Information to anyone other than Company personnel who need to know the same in connection with their work for\nCompany, without the prior written authorization of an officer of Company. Employee will not bring onto Company’s\nEmployee Confidentiality, Inventions and Non-Competition Agreement\npremises or disclose to Company any unpublished documents or any other property, written or unwritten, of any former employer, which is known\nby Employee to be subject to a covenant of confidentiality, without the prior written consent of such former employer.\n2. Inventions.\n2.1 Assignment. Subject to Section 2.3 below, all ownership and other rights in all works, programs, know-how, techniques, formulas, data, manuals,\ninventions, ideas, designs, manuals, improvements, discoveries, processes and other works of authorship (“Inventions”) developed, conceived or\nreduced to practice by Employee, whether alone or with others, during the term of his/her employment by Company, shall be the exclusive property\nof Company and, to the extent permitted by law, shall be “works for hire”
8f4e33c10c29ec53b61ad117fa212618.pdf	effective_date jurisdiction party term	EX-10.4 10 dex104.htm NON-COMPETITION AGREEMENT\nExhibit 10.4\nNON-SOLICITATION, NON-COMPETITION,\nNON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nIn consideration of my employment or continued employment by Omni National Bank (“Company”) and in further consideration of a payment\nin the amount of Seventy Five Thousand ($75,000.00) Dollars, the receipt and sufficiency of which are hereby acknowledged, I, Jeffrey L. Levine,\nS.S . # (Intentionally Omitted), who resides at (Intentionally Omitted), (“Employee”) agree to the following:\nA. Non-Solicitation: Customers\nDuring my employment and for one (1) year immediately following the cessation of my employment with the Company for any reason, I shall\nnot, on my own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise (except\nCompany), solicit any customer of the Company, or any representative of any customer of the Company, with a view to selling or providing any\nproduct, equipment or service competitive with any product, equipment or service of the Company Business, as defined herein, during the twelve\n(12) month period immediately preceding cessation of my employment with the Company, provided that the restrictions set forth in this section shall\napply only to customers of the Company, or representatives of customers of the Company, with whom I had material contact during such twelve\n(12) month period. “Material contact” exists between myself and each of the Company’s existing customers: (i) with whom I actually dealt for a\nbusiness purpose while employed by the Company or to further a business relationship between the customer and the Company; or (ii) whose\nbusiness dealings with the Company were handled, coordinated or supervised by me.\nB. Non-Solicitation: Employees or Sales Representatives\nDuring my employment and for one (1) year immediately following the cessation of my employment with the Company for any reason, I will\nnot solicit or in any manner encourage employees of the Company to leave the employ of the Company. The foregoing prohibition applies only to\nemployees with whom I had material contact pursuant to my duties during the twelve (12) month period immediately preceding cessation of my\nemployment with the Company. “Material contact” means interaction between myself and another employee of the Company: (i) with whom I\nactually dealt; or (ii) whose employment or dealings with the Company or services for the Company were handled, coordinated or supervised by me.\nC. Non-competition. I acknowledge that my specialized skills, abilities and contacts are important to the success of the Company, and agree that I\nshall faithfully and strictly adhere to the terms hereof. I acknowledge that by reason of the character and nature of the Company’s business activities\nand operations, and further by reason of the scope of the territory in which I perform and will perform the Services (as defined below), in order to\nprotect the Company’s legitimate business interests it is necessary for me to agree not to engage in certain specified activities in such territory at any\ntime during my employment and for a period of time thereafter. Therefore, at all times during my employment with the Company, and for a period of\ntwo (2) years thereafter, I will not, directly or indirectly, within the Territory (as defined below), (a) for myself, (b) as a consultant, manager,\nsupervisor, employee or owner of a Competing Business\n(as defined below), or (c) as an independent contractor for a Competing Business, engage in any business in which I provide services which are the\nsame as or substantially similar to the Services. “Competing Business” shall mean any person, business or entity who or which sells, markets or\ndistributes products and/or sells, furnishes or provides services substantially the same as those sold, marketed, distributed, furnished or supplied by\nthe Company during the term of my 
96e343b9123175bd6625537e27275ee0.pdf	effective_date jurisdiction party term	EX-99.(D)(2) 8 d875156dex99d2.htm EXHIBIT (D)(2)\nExhibit (d)(2)\nCONFIDENTIALITY AGREEMENT\nTHIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of November 26, 2014 between E2open, Inc., a Delaware\ncorporation (“E2open”) and Insight Venture Partners, LLC (“Insight”).\nIn order to facilitate the consideration and negotiation of a possible negotiated transaction involving E2open and Insight (or one or more of\nits affiliates) (E2open and Insight referred to collectively as the “Parties” and individually as a “Party”), each Party has either requested or may\nrequest 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\nreferred to in this Agreement as the “Recipient”.) This Agreement sets forth the Parties’ obligations regarding the use and disclosure of such\ninformation 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. Subject to Section 4 below, neither the Recipient nor any of the\nRecipient’s Representatives (as defined in Section 15 below) will, at any time, directly or indirectly:\n(a) make use of any of the Provider ’s Confidential Information (as defined in Section 13 below), except for the specific purpose of\nconsidering, evaluating, negotiating and implementing a possible negotiated transaction between the Parties; or\n(b) disclose any of the Provider’s Confidential Information to any other Person (as defined in Section 15 below).\nThe Recipient will be liable and responsible for any breach of this Agreement by any of its Representatives and for any other action or\nconduct on the part of any of its Representatives that is inconsistent with any provision of this Agreement. The Recipient will (at its own\nexpense) take actions necessary to restrain its Representatives from making any unauthorized use or disclosure of any of the Provider ’s\nConfidential Information.\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 or any investment banks or outside\nlegal counsel retained by the Provider in connection with the possible transaction (the “Provider Contact Person”). Neither the Recipient nor\nany of the Recipient’s Representatives will contact or otherwise communicate with any other Representative or employee of the Provider in\nconnection with a possible transaction without the prior written authorization of the Provider Contact Person.\n3. No Representations by Provider. The Provider Contact Person will have the exclusive authority to decide what Confidential\nInformation (if any) of the Provider is to be made available to the Recipient and its Representatives. Neither the Provider nor any of the\nProvider ’s Representatives will be under any obligation to make any particular Confidential Information of the Provider available to the\nRecipient or any of the Recipient’s Representatives or to supplement or update any Confidential Information of the Provider previously\nfurnished. Neither the Provider nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the\naccuracy or completeness of any of the Provider’s Confidential Information, and neither the Provider nor any of its Representatives will have any\nliability to the Recipient or to any of the Recipient’s Representatives on any basis (including, without limitation, in contract, tort or under United\nStates federal or state securities laws or otherwise) relating to or resulting from the use of any of the Provider<65>
98139c00032e1383c5576cf950f29bff.pdf	effective_date jurisdiction party term	13 ADDENDUM 7 NON-DISCLOSURE AGREEMENT This non-disclosure agreement (the "AGREEMENT") is\nentered into this 16TH DAY OF MARCH, 1999 by ACUMED, INC. (the "DISCLOSING PARTY") and MEDEX\nSURGICAL, its PRINCIPALS, MANAGEMENT and STAFF (the "RECEIVING PARTY") for the purpose of\npreventing the unauthorized disclosure of Confidential Information (as defined below) of the Disclosing Party which may\nbe disclosed to the Receiving Party for the purpose of pursuing the establishment of a business relationship or negotiating\nany contract or agreement between the Disclosing Party and the Receiving Party. For purposes of the agreement,\nConfidential Information shall mean any and all information relating to Acumed Products and Pricing. In consideration\nof the Disclosing Party's disclosure of Confidential Information to the Receiving Party, the Receiving Party hereby agrees\nas follows: 1. The Receiving Party shall hold and maintain the Confidential Information in strictest confidence and in\ntrust for the sole and exclusive benefit of the Disclosing party. 2. The Receiving Party shall not, without the prior written\napproval of the Disclosing Party, use for its own benefit, publish or otherwise disclose to others, or permit the use by\nothers for their benefit or to the detriment of the Disclosing party, any of the Confidential Information. 3. The Receiving\nParty shall carefully restrict access to the Confidential Information to those of its officers, directors and employees who\nclearly need such access in order to participate on the behalf of the Receiving Party in the analysis and negotiation of a\nbusiness relationship or any contract or agreement, or the advisability thereof, with the Disclosing Party. The Receiving\nParty further warrants and represents that it will advise each of the persons to whom it provides access to any of the\nConfidential Information pursuant to the foregoing sentence that such persons are strictly prohibited from making use,\npublishing or otherwise disclosing to others or permitting others to use for their benefit or to the detriment of the\nDisclosing Party, any of the Confidential Information. 4. The Receiving Party shall take actions necessary to protect the\nconfidentiality of the Confidental Information except for its disclosure pursuant to paragraph 3 above, and hereby\nindemnifies the Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by the\nDisclosing Party as a result of the Receiving Party's breach of this Agreement. 5. This agreement shall continue in full\nforce and effect indefinitely, except that the Receiving Party's obligations hereunder shall not extend to any of the\nConfidential Information which the Receiving Party can demonstrate was in the public domain on the date of this\nAgreement. 6. The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the\nConfidential Information in violation of this Agreement may cause the disclosing Party irreparable harm, the amount of\nwhich may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to apply to a court\nof competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief\nas the Disclosing Party shall deem appropriate, such right of the Disclosing Party to be in addition to the remedies\notherwise available to the Disclosing Party at law or in equity. 7. The Receiving Party shall return to the Disclosing Party\nany and all records, notes and other written, printed or tangible materials pertaining to the Confidential Information\nimmediately upon written request of the Disclosing Party. 14 8. This Agreement and the Receiving Party's obligations\nhereunder shall be binding upon the representatives, assigns and successors of the Receiving Party and shall inure to the\nbenefit of the assigns and successors of the Disclosing Party. 9. The Agreement shall be governed by and const
9c05001246961d7ebcaa6e1758c808e6.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 2 dex99e2.htm CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY AND BTMU,\nDATED JULY 2, 2008\nExhibit (e)(2)\nCONFIDENTIALITY AGREEMENT\nJuly 2, 2008\nThe Bank of Tokyo-Mitsubishi UFJ, Ltd.\n7-1, Marunouchi 2-chome\nChiyoda-ku, Tokyo 100-8388\nJapan\nLadies and Gentlemen:\nYou have requested information from UnionBanCal Corporation (the “Company”) in connection with your consideration of acquiring the\nshares of the Company that you do not already own (a “Transaction”). The Company is willing to furnish or otherwise make available such\ninformation to you in consideration of your agreement to abide by the terms of this letter agreement (this “Agreement”).\n1. Confidentiality.\n(a) You agree to keep confidential and to use only for the purpose of evaluating a possible Transaction all information that the Company or its\nRepresentatives (as hereinafter defined) furnish or otherwise make available to you or your Representatives, whether oral, written or electronic,\ntogether with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by or\nfor you or your Representatives that contain, reflect or are based upon such information (collectively, the “Evaluation Material”); provided, however,\nthat (i) Evaluation Material may be disclosed to those of your officers, directors, employees, accountants, counsel, investment bankers, consultants,\ncommercial bankers or other representatives, either now or hereafter employed or retained, or any of your or their respective affiliates (such persons\nin their capacity as such being generally referred to herein as “Representatives”, it being understood that, for the purposes of this definition only, the\nCompany and its subsidiaries shall not be deemed to be affiliates of yours) who need to know such information for the purpose of assisting you in\nyour evaluation of a Transaction so long as you cause your Representatives to treat the Evaluation Material in a confidential manner and in\naccordance with the terms hereof (it being understood that you will be responsible for any breach of the terms of this Agreement by any of your\nRepresentatives), and (ii) any disclosure of the Evaluation Material may be made to which the Company consents in writing. Notwithstanding the\nforegoing, the term “Evaluation Material” does not include information that (A) was or becomes available to you on a non-confidential basis from a\nsource other than the Company or its Representatives provided such other source is not known by you to be bound by a confidentiality obligation to\nthe Company, (B) is independently developed by you or your Representatives without reference to the Evaluation Material, or (C) was or becomes\ngenerally available to the public (other than as a result of a breach by you or your Representatives of this Agreement). Notwithstanding anything to\nthe contrary in this Agreement, the forecast materials prepared by certain members of management at the request of the Special Committee of the\nBoard of Directors of the Company (the “Special Committee”) shall be deemed Evaluation Material for purposes of this Agreement, except for any\nportion of such forecast materials that becomes generally available to the public with the consent of the Company’s Audit Committee.\nNotwithstanding the foregoing, you and your Representatives shall not be prohibited from (i) using any Evaluation Material for purposes of\nmonitoring and evaluating your investment in the Company or exercising any voting, governance, control or other rights and responsibilities in your\ncapacity as a shareholder of the Company or your Representatives’ capacities as members of the Board of Directors of the Company or\n(ii) disclosing Evaluation Material to the extent such disclosure is required to be made by you in order to avoid violating the federal securities laws\nor rules of any securities exchange to which you are subject in connectio
a39eb99d4f92d453a942900c78205171.pdf	effective_date jurisdiction party term	EX-10 2 lwlg061412fm8k_ex10z1.htm EXHIBIT 10.1\nDIRECTOR AGREEMENT\nTHIS AGREEMENT made as of June 11, 2012, by and between Lightwave Logic, Inc., located at 121\nContinental Drive, Suite 110, Newark, DE 19713 (the “Company”); and Ronald A. Bucchi (“Director”).\nWHEREAS, the Company and the Director desire to enter into an agreement which will set forth the terms and\nconditions upon which the Director shall serve as a director on the Company’s Board of Directors.\nNOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties have agreed,\nand do hereby agree, as follows:\nSection 1: Appointment.\nThe Company’s Board of Directors appoints the Director as a member of the Company’s Board of Directors and\nthe Director accepts such appointment upon the terms and conditions set forth. The Director shall serve as a member of\nthe Company’s Board of Directors until his successor is appointed or elected and shall qualify. However, neither the\nCompany, nor any other person, shall be required to cause the continuation, election, or re-appointment of the Director as\na member of the Company’s Board of Directors.\nSection 2: Indemnification\nThe Director shall receive the full benefits, protection, and rights of full and complete indemnification from the\nCompany in connection with his position with the Company as a member of the Company’s Board of Directors to the\nfullest extent permitted by law. Further, the Director shall be named as an insured on the Company’s underwritten\nofficer and director liability insurance policy. The Director shall execute the Indemnification Agreement attached hereto\nas Appendix A, which is incorporated into this Agreement.\nSection 3: Compensation.\nPursuant to the Company’s 2007 Employee Stock Plan, the Director will receive an option to purchase up to Two\nHundred Thousand (200,000) shares of restricted common stock of the Company at the strike price of $.90 per share.\nThe options shall vest as follows: (i) fifty thousand (50,000) options shall vest immediately; and (ii) the remaining\noptions shall vest in three (3) equal annual installments of fifty thousand (50,000) options per year commencing on the\n1st day of each one year anniversary of execution of this Agreement. All of the options shall expire on June 10, 2017.\nSection 4: Duties/ Extent of Services.\nThe Director shall serve as a member of the Board of Directors of the Company, and shall assume the duties that\nthe Chairman of the Board may assign. Subject to Section 6 contained herein, nothing in this Agreement shall be con-\nstrued to limit the Director's freedom to\nengage in other businesses. It is agreed, however, that the Director will devote his best efforts to the needs of the\nCompany, and shall not allow his other business activities to materially interfere with his duties to the Company.\nSection 5: Expenses.\nSubject to prior approval of the Chairman of the Board of Directors, the Director is authorized to incur reasona-\nble expenses on behalf of the Company in performing his duties, including expenses for travel, transportation,\nentertainment, and similar items, which expenses shall be paid by the Company.\nSection 6: Director’s Non-Disclosure.\nThe Director shall execute the Director’s Non-disclosure Agreement attached hereto as Appendix B, which is\nincorporated into this Agreement.\nSection 7: Waiver of Breach.\nThe waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a\nwaiver of any subsequent breach.\nSection 8: Entire Agreement\nThis Agreement contains the entire agreement of the parties pertaining to the appointment of the Director to the\nCompany’s Board of Directors.\nSection 9: Amendment of Agreement\nNo change or modification of this Agreement shall be valid unless it is in writing and signed by the party against\nwhom the change or modification is sought to be enforced. No change or modification by the Company shall be
ab46a92eef527dbae20fc09b2741c804.pdf	effective_date jurisdiction party term	EX-99.(E)(10) 8 dex99e10.htm CONFIDENTIALITY AGREEMENT\nExhibit (e)(10)\nCONFIDENTIALITY AGREEMENT\nCONFIDENTIALITY AGREEMENT (this “Agreement”), dated as of March 4, 2007, by and between Webex Communications, Inc., a\nDelaware corporation (including its subsidiaries, the “Company”), and Cisco Systems, Inc., a California corporation (including its subsidiaries,\n“Cisco”).\nWHEREAS, Cisco and the Company are engaging in discussions about a possible transaction between them (the “Transaction”) and in\nconnection with evaluating the Transaction, each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain\ninformation relating to the Disclosing Party which is non-public, confidential or proprietary in nature;\nNOW, THEREFORE, the parties hereby agree as follows:\n1. Confidentiality of Information. The Receiving Party and its Representatives (as such term is defined below) (i) will keep the Information (as\nsuch term is defined below) strictly confidential and will not (except as required by applicable law or stock exchange requirement, regulation or legal\nprocess, and only after compliance with paragraph 3 below), without the Disclosing Party’s prior written consent, disclose to any person (as such\nterm is defined below) any Information, and (ii) will not use any Information in any manner (whether for itself, any other person or otherwise) other\nthan solely in connection with its consideration of the Transaction. The Receiving Party further agrees to disclose the Information only to its\nRepresentatives who need to know the Information solely for the purpose of evaluating the Transaction, and who are informed by the Receiving\nParty of the confidential nature of the Information and agree to act in accordance with the terms of this Agreement. In addition, the Receiving Party\nand its Representatives shall take all reasonable actions and precautions to prevent the disclosure, use, copying, duplicating or reproducing of any\nInformation, as well as any information the disclosure of which is limited by the provisions of paragraph 2 below in any manner contrary to the\nprovisions of this Agreement. The term “Information” shall mean, with respect to the Disclosing Party in question, all confidential, proprietary or\nnon-public information (whether furnished before or after the date hereof and whether written, oral, electronic or otherwise) furnished by the\nDisclosing Party or its Representatives to the Receiving Party or its Representatives in connection with the Receiving Party’s evaluation of the\nTransaction. The term “Information” will not, however, include information which (i) is or becomes publicly available other than as a result of a\ndisclosure by the Receiving Party or its Representatives in violation of this Agreement, (ii) is or becomes available to the Receiving Party or any of\nits Representatives on a nonconfidential basis from a source (other than the Disclosing Party or any of its Representatives) which, to the Receiving\nParty’s knowledge is not prohibited from disclosing such information to the Receiving Party, (iii) is known to the Receiving Party or any of its\nRepresentatives prior to disclosure by the Disclosing Party or any of its Representatives, or (iv) is or has been independently developed by the\nReceiving Party without use of any information furnished to it by the Disclosing Party. The term “person” shall mean any natural person,\ncorporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union or\nassociation or any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of any country or any domestic or\nforeign state, county, city or other political subdivision. The terms of confidentiality under this Agreement shall not be construed to limit either\nparty’s right to independently develop or acquire products without use of, 
ac93a0cef3a3fe11e8b2b5699ca36ceb.pdf	effective_date jurisdiction party term	EX-10.2 3 ex10_2.htm EXHIBIT 10.2 ACCUREL NON-COMPETE AND NDA\nExhibit 10.2\nNON-COMPETITION AND NONDISCLOSURE AGREEMENT\nThis Non-Competition and Nondisclosure Agreement is entered into as of April 30, 2007 (the “Agreement Date”) among Accurel\nSystems International Corporation, a California corporation (the “Seller”), Implant Sciences Corporation, a Massachusetts corporation (the\n“Guarantor”) and Evans Analytical Group LLC, a Delaware limited liability company (the “Buyer”).\nWITNESSETH:\nWHEREAS, the Buyer, Seller and Guarantor have entered into an Asset Purchase Agreement, dated as of the Agreement Date, pursuant\nto which, among other things, the Buyer is acquiring substantially all of the assets of Seller (the “Purchase Agreement”);\nWHEREAS, in order to protect the value of the business of the Seller being acquired by the Buyer pursuant to the Purchase Agreement\n(the “Purchased Business”), Seller and Guarantor shall not compete with the Buyer and its respective Affiliates (as defined in the Purchase\nAgreement) in accordance with the terms and conditions hereof; and\nWHEREAS, the agreement of Seller and Guarantor not to compete with the Buyer and its Affiliates as provided herein is an integral\npart of the transactions contemplated by the Purchase Agreement, and without such agreements, Buyer would not have entered into the Purchase\nAgreement.\nNOW, THEREFORE, in consideration of the covenants and agreements contained herein, the payment of the purchase price under the\nPurchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties\nhereto, intending to be legally bound hereby, agree as follows:\n1. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase\nAgreement; provided, however, that the following terms shall have the meanings set forth below irrespective of the meanings such terms may\nhave in the Purchase Agreement:\n(a) "Confidential Information" means all information heretofore developed or used by the Seller or any of its Affiliates relating to the Restricted\nBusiness (as defined below) operations, employees, customers and clients of the Seller, including, but not limited to, customer and client lists,\ncustomer or client orders, financial data, pricing information and price lists, business plans and market strategies and arrangements, all books,\nrecords, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing\nmaterials and records, personnel records, quality control records and procedures included in or relating to the Restricted Business or any of the\nassets of the Seller, and all trademarks, copyrights and patents and applications therefor, all trade secrets, inventions, processes, procedures,\nresearch records, market surveys and marketing know-how and other technical papers. The term "Confidential Information" also includes any\nother information heretofore or hereafter acquired by the Seller and deemed by it to be confidential.\n(b) The term "control", with respect to any person, means the power to direct the management and policies of such person, directly or indirectly,\nby or through stock ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or\noral) with one or more other persons by or through stock ownership, agency or otherwise; and the terms "controlling" and "controlled" have\nmeanings correlative to the foregoing.\n(c) The term "person" means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated\norganization or other entity, including a government or political subdivision or an agency or instrumentality thereof.\n(d) "Restricted Business" means the Business of the Seller, including all services performed by or on behalf of 
af344c9a1d0fc128bcab1737a6b7d0ec.pdf	effective_date jurisdiction party term	EX-10.1 2 d244670dex101.htm CONFIDENTIAL SEPARATION AGREEMENT\nExhibit 10.1\nCONFIDENTIAL SEPARATION AGREEMENT\nAND GENERAL RELEASE OF ALL CLAIMS\nThis Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Life\nTechnologies Corporation, and any affiliates, subsidiaries, and merged (predecessor) entities (collectively the “Company”) and Bernd Brust\n(“Employee”) with respect to the following facts:\nA. Employee has been employed by the Company as a Head of Molecular Medicine.\nB. Employee’s employment will cease effective October 25, 2011 (“Separation Date”). The Company wishes to reach an amicable separation\nwith Employee and assist Employee’s transition to other employment. For the sake of clarity, the termination of Employee’s employment on the\nSeparation Date is not intended to create a termination of Service (as that term is defined in the Life Technologies 2009 Equity Incentive Plan).\nC. Employee and Company entered into an Indemnification Agreement dated March 23, 2005 (“Indemnification Agreement”), which is\nincorporated into this Separation Agreement by reference. The parties intend that the Indemnification Agreement shall remain in full force and\neffect, notwithstanding the terms of this Separation Agreement and the Consultancy Agreement that is attached hereto as Attachment A.\nD. The parties desire to settle all claims and issues that have been, or could have been, raised in relation to Employee’s employment with the\nCompany and arising out of or in any way related to the acts, transactions or occurrences between Employee, on the one hand and the Company on\nthe other hand, to date, including, but not limited to, Employee’s employment with the Company or the termination of that employment, on the terms\nset forth below.\nTHEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as\nfollows:\n1. Severance Package. If Employee executes this Separation Agreement, does not revoke it, and returns it to the Company by the deadline\nstated in Paragraph 19, the Company agrees to provide Employee with the following payments and benefits (“Severance Package”). Employee\nacknowledges and agrees that Employee is not otherwise entitled to such Severance Package, and that this Severance Package constitutes adequate\nlegal consideration for the promises and representations made by Employee in this Separation Agreement.\n1.1 . Consultancy. The Company will enter into a consultancy arrangement with Employee for a period up to, and not extending beyond,\nDecember 31, 2011 (“Consultancy Period”), at a rate of $5,000 per month. Employee understands and agrees that Employee must satisfy any\nCompany-required prerequisites to becoming a consultant, including without limitation, executing a consulting agreement with the Company,\nsubstantially similar to the form attached as Attachment A. As a consultant, Employee will be eligible to vest in those equity grants with vesting\ndates that occur during the Consultancy Period. However, Employee understands and agrees that any equity grants that do not vest during the\nConsultancy Period will be forfeited in accordance with the terms of the governing grant agreements and Company plan documents. Employee\nacknowledges and agrees that during the Consultancy Period, Employee’s relationship with the Company will be that of an independent contractor,\nnot an employee of the Company. Employee further understands and agrees that if, at any time during\nBrust, Bernd\nPage1of7\nthe Consultancy Period, Employee decides to perform consulting or other services for, or engage in or intend to engage in an employment\nrelationship with another company, Employee shall notify the Company prior to accepting such service and secure Company’s written approval. The\nCompany reserves the right to terminate the consultancy agreement in accordance with th
b20bcd63938e6e0ec5128ece060d9748.pdf	effective_date jurisdiction party term	EX-99.(D)(G) 16 d440115dex99dg.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(G)\nConfidentiality Agreement\nThis Mutual Confidentiality Agreement (the “Agreement”), dated as of October 15, 2012 and effective as of September 20, 2012 (the “Effective\nDate”), by and between Contran Corporation, a Delaware corporation (“Contran”), and Precision Castparts Corp. (“PCP”), an Oregon corporation\n(collectively the “Parties” and individually a “Party”).\nContran and its affiliates are stockholders of Titanium Metals Corporation (“Timet”), a Delaware corporation. The Parties to this Agreement are\nengaged in discussions about a potential acquisition by PCP of shares of Timet owned by Contran and its affiliates (the “Potential Transaction”) and\ndesire to establish and set forth their respective obligations with respect to discussions relating to the Potential Transaction.\nIn consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the\nParties mutually agree that, without the other Party’s prior written consent, neither Party will, and will cause its directors, officers, employees, agents\nand representatives (collectively, “Representatives”) not to, disclose to any person other than (i) their respective Representatives and (ii) Timet and\nits Representatives, that discussions or negotiations are taking place concerning a Possible Transaction or any terms, conditions, status or other facts\nwith respect to a Proposed Transaction, unless such disclosure is required by law.\nCONTRAN CORPORATION\nBy: /s/ J. Mark Hollingsworth\nName: J. Mark Hollingsworth\nTitle: Vice President and General Counsel\nPRECISION CASTPARTS CORP.\nBy: /s/ Roger A. Cooke\nName: Roger A. Cooke\nTitle: Senior Vice President and General Counsel	EX-99.(D)(G) 16 d440115dex99dg.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(G)\nConfidentiality Agreement\nThis Mutual Confidentiality Agreement (the “Agreement”), dated as of October 15, 2012 and effective as of September 20, 2012 (the “Effective\nDate”), by and between Contran Corporation, a Delaware corporation (“Contran”), and Precision Castparts Corp. (“PCP”), an Oregon corporation\n(collectively the “Parties” and individually a “Party”).\nContran and its affiliates are stockholders of Titanium Metals Corporation (“Timet”), a Delaware corporation. The Parties to this Agreement are\nengaged in discussions about a potential acquisition by PCP of shares of Timet owned by Contran and its affiliates (the “Potential Transaction”) and\ndesire to establish and set forth their respective obligations with respect to discussions relating to the Potential Transaction.\nIn consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the\nParties mutually agree that, without the other Party’s prior written consent, neither Party will, and will cause its directors, officers, employees, agents\nand representatives (collectively, “Representatives”) not to, disclose to any person other than (i) their respective Representatives and (ii) Timet and\nits Representatives, that discussions or negotiations are taking place concerning a Possible Transaction or any terms, conditions, status or other facts\nwith respect to a Proposed Transaction, unless such disclosure is required by law.\nCONTRAN CORPORATION\nBy: /s/ J. Mark Hollingsworth\nName: J. Mark Hollingsworth\nTitle:  Vice President and General Counsel\nPRECISION CASTPARTS CORP.\nBy: /s/ Roger A. Cooke\nName: Roger A. Cooke\nTitle:  Senior Vice President and General Counsel	EX-99.(D)(G) 16 d440115dex99dg.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(G)\nConfidentiality Agreemen\nThis Mutual Confidentiality Agreement (the "Agreement"), dated as of October 15, 2012 and effective as of September 20, 2012 (the "Effective\nDate"), by and between Contran Corporation, a Delaware corporation ("Co
b443bb48b9961da261c46fad8d9e84b0.pdf	effective_date jurisdiction party term	EX-10.1 2 d166304dex101.htm EX-10.1\nExhibit 10.1\nMarch 15, 2016\nCONFIDENTIALITY AGREEMENT\nPierre Mestre\nChairman and President\nOrchestra-Prémaman, S.A.\nZAC Saint-Antoine\n200 avenue des Tamaris\n34130 SAINT AUNES\nFrance\nEmail: pmestre@orchestra-premaman.com\nDear Sirs:\nPRIVATE AND CONFIDENTIAL\nIn connection with Orchestra-Prémaman, S.A.’s (“you” or “your”) proposal of a possible transaction (the “Transaction”) involving Destination\nMaternity Corporation (the “Company”), the Company and its Representatives (as defined below), including Guggenheim Securities, LLC\n(“Guggenheim”), will make available to you certain information which is non-public, confidential or proprietary in nature.\n1. By execution of this letter agreement (the “Agreement”), you agree, subject to the terms and conditions hereof, to treat confidentially any such\ninformation that you or your Representatives are provided by or on behalf of the Company (collectively, the “Evaluation Material”). The term\n“Evaluation Material” shall also include all reports, analyses, notes or other information that are based on, contain or reflect any Evaluation\nMaterial (“Notes”). The term “Evaluation Material” does not include information that (i) is now or becomes generally available to the public\nother than as a result of a disclosure by you or any of your Representatives in violation of this Agreement, (ii) was available to you prior to the\ndisclosure of such Evaluation Material to you pursuant to this Agreement, provided that you do not know or have a reasonable basis to believe\nthat the source of such information is bound by a confidentiality obligation owed to the Company with respect to such information, (iii) becomes\navailable to you on from a source other than the Company or any of its Representatives, provided that you do not know or have a reasonable\nbasis to believe that such source is bound by a confidentiality obligation owed to the Company with respect to such information, or (iv) is or was\nindependently developed by you or any of your Representatives without use of or reference to the Evaluation Material. In addition, the term\n“Evaluation Material” does not include the fact that discussions or negotiations with the Company and its Representatives are or were taking\nplace concerning a possible Transaction, that you have received Evaluation Material (without disclosing the nature or content of such Evaluation\nMaterial) or that you are evaluating a possible Transaction. The term “Representative” means, as to any person, such person’s Affiliates (as\ndefined below) and its and their respective directors, officers, employees, attorneys, accountants, bankers, financial sources, agents,\nrepresentatives and advisors. As used herein, the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the Securities\nand Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company agrees\nthat, as promptly as practicable, it will (i) provide you with the Evaluation Material set forth on Annex A hereto (the\nOrchestra-Prémaman, S.A.\nMarch 15, 2016\nPage 2\n“Agreed Evaluation Material”), and (ii) use reasonable best efforts (including by providing reasonable access during normal business hours to the\nexecutive officers of the Company, provided that such access shall not disrupt the operations of the Company) to provide you with such\nadditional documents and information as you may reasonably request.\n2. You agree that, except as otherwise set forth in this Agreement, you will not use the Evaluation Material for any purpose other than evaluating,\nnegotiating, documenting, pursuing or consummating a possible Transaction (whether in a negotiated transaction or otherwise). You agree not to\ndisclose any Evaluation Material to any person, except that you may disclose Evaluation Material to your Representatives (who will be info
b588849d6c371972f08a83b280c7d9b2.pdf	effective_date jurisdiction party term	EX-10 2 c98802exv10.htm AGREEMENT\nExhibit 10\nAGREEMENT\nTHIS AGREEMENT (“Agreement”) is made as of the 29th day of September, 2005, by and between Paul B. Mulhollem (“Mulhollem”) and\nArcher-Daniels-Midland Company, a Delaware corporation (“ADM”).\nWITNESSETH:\nWHEREAS, Mulhollem has been employed by ADM in the capacity of President and Chief Operating Officer; and\nWHEREAS, Mulhollem and ADM desire to effect an amicable separation of employment, without litigation or controversy, in light of\nMulhollem’s September 15, 2005 retirement from ADM.\nNOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, it is agreed as follows:\n1. Upon his retirement, Mulhollem became entitled to certain benefits as set forth in this paragraph 1. These benefits are subject to Mulhollem\nremaining retired (within the meaning of the ADM Retirement Plan as in effect on the date hereof) and may be forfeited if he ceases to be retired\n(other than with respect to his consultation and cooperation obligations to ADM set forth herein), and are composed of the following:\na. The restricted stock granted to Mulhollem in the Restricted Stock Award Agreements dated August 8, 2005 and August 19, 2004 will\ncontinue to vest according to the terms of those agreements. Mulhollem’s separation from ADM shall conclusively be deemed to be\npursuant to “Retirement,” as such term is used in the various stock award and stock option agreements which Mulhollem participates in.\nMulhollem is entitled to exercise all vested stock options according to the terms of the applicable stock option agreements between him and\nADM;\nb. Mulhollem is permitted to roll over all amounts in his 401(k)/ESOP account into a self directed IRA;\nc. Mulhollem will receive all salary he has previously deferred pursuant to the ADM Deferred Compensation Plan(s) in accordance with\nthe terms of such plan(s); and\nd. Mulhollem is permitted to participate in any retiree benefit programs for which he is eligible.\n2. Non-competition, etc.\na. As ADM’s President and Chief Operating Officer (“COO”), Mulhollem had direct access to and personal knowledge of ADM’s most\nimportant proprietary business information including, but not limited to, business plans and strategies, financial information, trading and\nhedging strategies, and operational methods, plans and strategies. This information is proprietary to ADM and subject to reasonable efforts\nby ADM to secure its confidentiality. This proprietary information has significant value to ADM as it provides ADM with a strategic\nadvantage over it competitors. Were this information provided to ADM’s competitors, ADM would be irreparably harmed. ADM and\nMulhollem agree that if Mulhollem were to work for one of ADM’s competitors within the next three years, he would be unable to perform\nhis duties without disclosing ADM’s confidential and proprietary business information.\nb. Consequently, without the prior written consent of ADM, which consent must be signed by the Chief Executive or President of ADM\nuntil September 15, 2008, Mulhollem shall not own any interest in, except the\n2\nownership of stock in a publicly-traded company, take any employment with, or act as a director, officer, agent, consultant, advisor,\nindependent contractor or in any other capacity whatsoever, directly or indirectly, with or to any person, corporation, partnership, limited\nliability company, firm, joint venture or any other form of entity, anywhere in the world, that competes with ADM or any of its subsidiaries\nor affiliates or provides the same goods or services as ADM or any of its subsidiaries or affiliates.\nc. Mulhollem acknowledges that, in light of his responsibilities while employed as ADM’s President and COO, the scope of these post-\nemployment restrictions is reasonable and that if he were to come out of retirement, he would have ample job opportunities based upon his\nexperience and education. Mulhollem further 
b6e2939084cbdb9da155803777f9ad78.pdf	effective_date jurisdiction party term	EX-10.19 25 dex1019.htm FORM OF EMPLOYEE NON-DISCLOSURE AGREEMENT\nExhibit 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\nCompanies, which included but are not limited to, Silver Valley Capital, Sterling Mining Company, Kimberly Gold Mines, Inc. Shoshone Silver\nMining 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\nhereby 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\nproprietary business information of or regarding the Company; consisting of but not necessarily limited to:\na. Technical information: Assays and assay results, resource estimates and/or projections. methods, processes, formulae, compositions.\nsystems, techniques, inventions, machines, computer programs, research projects and experimental or developmental work, relating to any project or\norganization.\nb. Business information: Business and development plans, investor and customer lists, pricing data, sources of supply, financial data,\nmarketing, production, and merchandising systems or plans and operation plans, investor transactions, stock and/or warrant ownership.\n2. As used in this Agreement, the term “Confidential Information” means all Technical and/or Business information described in paragraphs\n1(a) and (b) above, and any other trade secrets and/or confidential and/or proprietary business information of or regarding the Company (including\ninformation created or developed, in whole or in part, by Employee), which is not generally known about the Company or about its business.\nConfidential Information includes not only the information itself, but also all documents containing such information, and any and all such\ninformation maintained in electronic or other form. For purposes of this Agreement, Confidential Information shall not include any information\nwhich Employee can establish was (i) was publicly known or (ii) becomes publicly known and made generally available after disclosure to\nEmployee by the Company, through means other than Employee’s breach of his/her obligations 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\nthe Company, Employee shall not use in any manner, directly or indirectly, any Confidential Information. Employee agrees that he/she will never use\nany 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\nany Confidential Information to be used in competition with the Company. Employee acknowledges and agrees that all Confidential Information is\nthe exclusive property of the Company, and Employee has no independent or individual claim to such Confidential Information for any purpose.\nDuring his/her employment with the Company and at all times thereafter, Employee shall take all reasonable steps to prevent any unauthorized\ndisclosure or use of any and all Confidential Information. Employee further agrees to notify the Company immediately in the event that he/she\nbecomes 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\nwith the Company can be terminated by either Employee or the Company at any time. for any reason, or for no reason at all, with or without advance\nnotice.\n5. All questions with regard to the interpretation and enforcement of any provision of this Agreement shall be determined in accordance with\nthe laws of the State of Idaho.\n6. I agree that upon the termi
ba91f088d45bf7314d395f06632193b0.pdf	effective_date jurisdiction party term	EX-99.(D)(10) 9 dex99d10.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(10)\nCONFIDENTIALITY AGREEMENT\nIn connection with the consideration of a possible negotiated transaction between each of the parties that have signed this agreement or its\nrespective subsidiaries, affiliates or divisions (each such party being hereinafter referred to, collectively with such subsidiaries, affiliates and\ndivisions, as a “Company”), each Company (in its capacity as a provider of information hereunder being referred to as a “Provider”) is prepared to\nmake available to the other Company (in its capacity as a recipient of information hereunder being referred to as a “Recipient”) certain information\nconcerning the business, financial condition, operations, assets and liabilities of the Provider. As a condition to such information being provided to\neach Recipient and its Recipient Representatives (as hereinafter defined), each Recipient agrees to treat any information concerning the Provider\n(whether prepared by the Provider, such Recipient’s Representatives or otherwise and irrespective of the form of communication) which is furnished\nto the Recipient and such Recipient’s Representatives now or in the future by or on behalf of the Provider (herein collectively referred to, with\nrespect to information furnished by or on behalf of either Company in its capacity as a Provider to the other Company in its capacity as a Recipient,\nas the “Evaluation Material”) in accordance with the provisions of this agreement, and to take or abstain from taking certain other actions as\nhereinafter set forth. As used in this letter, a Recipient’s “Representatives” shall include the directors, officers, employees, agents, partners or\nadvisors of such Recipient (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) and those of such\nRecipient’s parent company, subsidiaries and affiliates. Notwithstanding any other provision hereof, each Company reserves the right not to make\navailable hereunder any information, the provision of which is determined by it, in its sole discretion, to be inadvisable or inappropriate.\nThe term “Evaluation Material” also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents\nprepared by either Recipient or such Recipient’s Representatives which contain, reflect or are based upon, in whole or in part, the information\nfurnished to such Recipient or such Recipient’s Representatives pursuant hereto. The term Evaluation Material does not include information which\n(1) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or such Recipient’s Representatives, (ii) was\nwithin the Recipient’s possession prior to its being furnished to the Recipient by or on behalf of the Provider pursuant hereto, provided that the\nsource of such information was not known by the Recipient to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary\nobligation of confidentiality to, the Provider or any other party with respect to such information or (iii) becomes available to the Recipient on a non-\nconfidential basis from a source other than the Provider or any of its directors, officers, employees, agents or advisors (including, without limitation,\nattorneys, accountants, consultants, bankers and financial advisors) (collectively, “Provider Representatives”), provided that such source is not bound\nby a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider or any other party with\nrespect to such information. Notwithstanding any other provision hereof, each Provider reserves the right not to make available hereunder any\ninformation, the provision of which is determined by it, in its sole discretion, to be inadvisable or inappropriate.\nEach Recipient hereby agrees that such Recipient and
bf9870984bc50bc7044b931590791ca6.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 July 15, 2016\nbut effective as of May 3, 2016 (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with a principal place of\nbusiness at 225 California Street, El Segundo, California 90245 (“Employer”), and John D. Maatta, an individual and resident of the State of\nCalifornia with a business address c/o Wizard World, Inc. 225 California Street, El Segundo, California 90245 (“Employee” and together with\nEmployer, 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\nEmployer that has not previously been publicly released by duly authorized representatives of Employer and shall include (but shall not be\nlimited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer\nprograms (including source code, object code, algorithms and models), customer information, customer lists, and all methods, concepts, know-\nhow or ideas and confidential information belonging to Employer and Employer’s customers or clients. Employee agrees to regard and preserve\nas confidential 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\nat no fault 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, know
cce6a9643be4abacd213753c964ff747.pdf	effective_date jurisdiction party term	EX-99.E .3 3 y72866d9exv99wew3.htm EX-99.E.3: NONDISCLOSURE AGREEMENT\nExecution Copy\nExhibit (e)(3)\nNONDISCLOSURE AGREEMENT\nDisclosing Party: Omrix Biopharmaceuticals, Inc.\nRecipient: Ethicon, Inc.\nThis NONDISCLOSURE AGREEMENT (this “Agreement”) is made effective as of the 1st day of August, 2008, by and between\nOmrix Biopharmaceuticals, Inc. (the “Company”) and Ethicon, Inc. (the “Recipient”) to assure the protection and preservation of the\nconfidential and/or proprietary nature of information to be disclosed to the Recipient by the Company.\nWHEREAS, in order to pursue negotiations or discussions in contemplation or furtherance of a business relationship between\nthe parties or strategic transaction involving the parties, the Company has agreed to disclose and the Recipient has agreed to\nreceive certain data and other information which are of a proprietary and confidential nature (as defined in Paragraph 1 below and\nreferred to herein as “Confidential Information”). The Confidential Information will be used solely for the purpose of evaluating a\npotential business relationship between the parties or strategic transaction involving the parties and will not be used, directly or\nindirectly, for any other purpose, except as required under Paragraph 3 of this Agreement;\nWHEREAS, the Company acknowledges that it previously entered into various agreements with the Recipient that contain\nvarious confidentiality provisions related to the subject matter of those agreements and the Company acknowledges that this\nAgreement is not intended to affect or modify in any way any of those existing agreements or confidentiality provisions and that the\nCompany and the Recipient will continue their existing relationship and operate in the ordinary course of business while these\nnegotiations and discussions take place;\nNOW, THEREFORE, in reliance upon and in consideration of the following undertakings, and for other good and valuable\nconsideration, the receipt of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:\n1. Subject to the limitations set forth in Paragraph 2, Confidential Information shall mean any proprietary and confidential\ninformation of the Company such as any, process, technique, compound, chemical structure, library, method of synthesis, program,\ndesign, drawing, formula, test data or other commercial or technical data or information relating to any research project, third party\nagreements, work in process, trade secret, proprietary right, actual or planned pre-clinical or clinical activity, development,\nengineering, manufacturing, marketing, servicing, financing or personnel matter relating to the Company, its present or future\ntechnology, products, customers, suppliers, employees, investors, business matters or business partners.\n2. The term “Confidential Information” shall not be deemed to include information which, to the extent that the Recipient can\nestablish by competent proof:\n(a) at the time of disclosure is in the public domain;\n(b) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by the\nRecipient;\n(e) was in the Recipient’s possession in documentary form at the time of disclosure by the Company;\n(d) the Recipient received from a third party who had the lawful right to disclose the Confidential Information and who did not\nobtain the Confidential Information under an obligation of confidentiality; or\n(e) is independently developed by the Recipient independent of any disclosure of Confidential Information hereunder.”\nInformation disclosed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such\ninformation is embraced by more general information in the public domain or in the possession of the Recipient. In addition, any\ncombination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in
cdb615d6774f4ea7032768d5bcf02ee2.pdf	effective_date jurisdiction party term	EX-10.1 2 dex101.htm EMPLOYMENT AND CONFIDENTIALITY AGREEMENT\nEXHIBIT 10.1\nEmployment and Confidentiality Agreement\nThis Employment and Confidentiality Agreement (the “Agreement”) is made between First Bank of Beverly Hills (the “Bank”), a state chartered\nbank, and Joseph W. Kiley, III (the “Employee”). The Bank is an affiliate of Beverly Hills Bancorp, Inc. a Delaware corporation (the “Company”).\nAccordingly, on the basis of the representations, warranties, and covenants contained in this Agreement, the parties agree as follows effective as of\nJanuary 1, 2006 (the “Effective Date”):\n1. ARTICLE 1 – EMPLOYMENT AND TERM\n1.1. The Bank earlier notified Employee that it was not renewing Employee’s employment under the terms of the Employment,\nConfidentiality and Contingent Severance Agreement dated January 1, 2003 (the “Severance Agreement”). Accordingly, Employee’s\nemployment pursuant to that Severance Agreement will expire December 31, 2005. Notwithstanding the fact that the Bank and\nEmployee are entering into a new employment relationship pursuant to this Agreement, the pay and benefits Employee is to receive\nunder the terms of the Severance Agreement pursuant to Section 4.2(b) and (c) thereof shall not be impacted or otherwise affected by\nEmployee’s entering into this Agreement with the Bank and Employee shall begin to receive the pay and benefits outlined in the\nSeverance Agreement as a result of the Bank’s non-renewal of the Severance Agreement commencing on January 1, 2006. Likewise,\nEmployee’s entitlement to receive the 2004 continuous service bonus payments pursuant to the Amended 2004 Annual Incentive Award\nPlan is not altered by this Agreement and thus payable on January 1, 2006.\n1.2. Term. The term of employment under this Agreement shall commence on the Effective Date, and shall continue for a period of twelve\n(12) months thereafter. Either the Bank or Employee may terminate the employment relationship under this Agreement at any time, with\nor without reason, upon thirty (30) days notice to the other. If the Bank provides thirty (30) days notice to terminate the employment\nrelationship, then it will have no further obligation to pay Employee his salary through the remainder of the term of this Agreement. The\nBank may, at its option, offer to continue the employment relationship under this Agreement for an additional 6 month term, upon\nwritten notice to Employee.\n2. ARTICLE 2 – DUTIES OF THE EMPLOYEE\n2.1. Position and Duties. The Bank will employ the Employee as its President and Chief Executive Officer, and Employee accepts such\nemployment, on the terms and conditions set forth in this Agreement. Employee will undertake and\nPage 1\nperform all duties as required of the position. Employee will render such services and perform such duties and acts in connection with\nany aspect of the Bank’s business as may be lawfully required by the management or the Board of Directors of the Bank. Employee shall\nperform the services contemplated herein faithfully, diligently, to the best of Employee’s ability, and in the best interests of the Bank.\nEmployee will also devote his full and exclusive business time and efforts in rendering such services and to the extent of his authority\nwill endeavor to ensure that the Bank is in compliance with all laws, rules, regulations and policies applicable to the Bank. The\nEmployee shall, at all times, adhere to and obey any and all written internal rules and regulations governing the conduct of the Bank’s\nemployees as established and modified from time to time.\n2.2. Exclusive Services. During his employment by the Bank, the Employee shall not, without the express prior written consent of the Board\nof Directors of the Bank, engage directly or indirectly in any outside employment or consulting of any kind, whether or not the\nEmployee receives remuneration for such services. Further, the Employee shall not engage in any activity that would i
d14ccc86989f0ebb66cf2cedd1085b98.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 2 a2226442zex-99_e2.htm EX-99.(E)(2)\nExhibit (e)(2)\nMUTUAL CONFIDENTIALITY AGREEMENT\nThis Mutual Confidentiality Agreement (“Agreement”) is entered into effective as of March 16, 2015 (the “Effective Date”) by and between\nGalil Medical, Inc., and Perseon Corporation, a Delaware corporation. The parties wish to protect and preserve the confidential and/or\nproprietary nature of information and materials that may be disclosed or made available to each other in connection with certain discussions,\nnegotiations or dealings between the parties relating to one or more possible business transactions or business relationships (the “Purpose”). In\nconsideration of the foregoing and the rights and obligations set forth herein, both parties hereby agree as follows:\n1.\nPROPRIETARY INFORMATION.\n“Proprietary Information” means any and all information and material disclosed by the disclosing party or any parent company, subsidiary or\nother affiliate of the disclosing party (“Discloser”) to the receiving party (“Recipient”) (whether in writing, or in oral, graphic, electronic or any\nother form). Proprietary Information, includes, without limitation, any (a) trade secret, know-how, idea, invention, process, technique, algorithm,\nprogram (whether in source code or object code form), hardware, device, design, schematic, drawing, formula, data, plan, strategy and forecast\nof, and (b) technical, engineering, manufacturing, product, marketing, servicing, pricing, financial, personnel and other information and materials\nof, Discloser and its employees, consultants, investors, affiliates, licensors, suppliers, vendors, customers, clients and other persons and entities.\n2.\nNON-DISCLOSURE AND LIMITED USE.\nRecipient shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party, other\nthan to its employees, agents, consultants, subsidiaries and other affiliates who need to know such information and who are bound by restrictions\nregarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use any\nProprietary Information for the benefit of itself or any third party or for any purpose other than the Purpose. Recipient shall take the same degree\nof care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less\nthan reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Proprietary\nInformation. Recipient shall not make any copies of the Proprietary Information except to the extent reasonably necessary to carry out the\nPurpose, or unless otherwise approved in writing in advance by Discloser. Recipient shall not decompile, disassemble or otherwise reverse\nengineer any Proprietary Information or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or\ntechniques embodied in any Proprietary Information or any portion thereof. If the parties mutually agree to enter into or continue a business\nrelationship or other arrangement relating to the Purpose and do not enter into a new confidentiality agreement, the terms and conditions set forth\nherein shall also apply to any information and/or materials related to, or activities undertaken in connection with, carrying out such business\nrelationship or other arrangement, unless otherwise agreed to by the parties in\n1\nwriting. Except as required by law or as reasonably required to assert its rights hereunder, neither party shall disclose to any third party, other\nthan to its employees, agents, consultants, subsidiaries and other affiliates who need to know such information and who are bound by restrictions\nregarding disclosure and use of such information comparable to and no less restrictive than those set forth herein, the existence or su
d2ab0e93655331571e34090f0a6abbdd.pdf	effective_date jurisdiction party term	EX-99.(E)(10) 2 d432563dex99e10.htm CONFIDENTIALITY AGREEMENT\nExhibit 99(e) (10)\nCONFIDENTIAL\nWilliams Controls, Inc.\n14100 SW 72 Avenue\nPortland, Oregon 97224\nJuly 5, 2012\nMr. Brian Freeman\nCurtiss-Wright Controls, Inc.\n15800 John J. Delaney Dr., Suite 200\nCharlotte, NC 28277\nDear Mr. Watts:\nIn connection with the consideration of a possible negotiated transaction (the “Transaction”) involving Curtiss-Wright Controls, Inc. or its\naffiliates (collectively, “you”) and Williams Controls, Inc., a Delaware corporation (the “Company”), you have requested information regarding the\nCompany. As a condition to any information regarding the Company being furnished to you, you agree to treat any Evaluation Material (as defined\nbelow), and to take or abstain from taking certain other actions, in accordance with the provisions of this letter agreement.\n1. Definitions.\n1.1 Evaluation Material. The term “Evaluation Material” means all information, data, reports, interpretations, forecasts, business plans and\nrecords, financial or otherwise, and whether written, oral, electronic, visual or otherwise (whatever the form or transmission or storage medium),\nconcerning or related to the Company, any of its affiliates, subsidiaries or joint ventures, or any of the businesses, properties, products, intellectual\nproperty, product designs and plans, technical know-how, marketing information, services, costs and pricing information, methods of operation,\nemployees, financial condition, operations, assets, liabilities, results of operations and/or prospects of any of the foregoing (whether prepared by the\nCompany, any of its Representatives (as defined below) or otherwise) that previously has been or may be furnished to you or any of your\nRepresentatives by or on behalf of the Company or any of its Representatives (collectively, “Information”), as well as all notes, analyses,\ncompilations, summaries, extracts, studies, interpretations or other materials prepared by you or any of your Representatives that contain, reflect or\nare based upon, in whole or in part, any such Information, and in each case regardless of whether or not specifically marked as confidential. The\nterm “Evaluation Material” does not include Information that (i) is or becomes generally available to the public (other than as a result of a disclosure\nby you or any of your Representatives in violation of this letter agreement or any other obligation of confidentiality), or (ii) was within your\npossession prior to it being furnished to you by or on behalf of the Company or any of its Representatives (as can be demonstrated by you with dated\nmaterials) or thereafter becomes available to you, in either case without being subject to any contractual, legal, fiduciary or other obligation of\nconfidentiality to the Company or any other person with respect to such Information, or (iii) developed by you independently of the Company as\nsupported by your\nnd\nwritten records. The term “Evaluation Material” shall include, without limitation, the existence of a possible Transaction, your or the Company’s\ninterest in a possible Transaction, the fact that Evaluation Material has been made available to you or any of your Representatives, the fact that\ndiscussions or negotiations have taken place, are taking place or may take place concerning a possible Transaction or any similar transaction or any\nof the terms, conditions or other facts with respect thereto (including, without limitation, the status thereof and any drafts of any term sheets, letters\nof intent or agreements related to the Transaction), and the existence and terms of this letter agreement. You acknowledge and agree that the\nEvaluation Material may include Information made available to the Company or any of its Representatives pursuant to confidentiality agreements or\nother obligations of confidentiality between the Company and/or one or more of its Representatives and third parties.\n1.2 Othe
d359b7e3900a7bb1d54a3710449422fc.pdf	effective_date jurisdiction party term	Exhibit A\nNon-Disclosure Agreement\nDecember 8, 2015\nReference is made to the Standstill Agreement, dated December 8, 2015 (the “Standstill Agreement”), by and among Anchor Bancorp\n(the “Company”), Varonica S. Ragan (the “Director”) and Joel S. Lawson IV (“Lawson”). Capitalized terms used but not defined herein shall have\nthe meanings ascribed to them in the Standstill Agreement, and the rules of interpretation set forth in Section 7 of the Standstill Agreement shall\napply to this Non-Disclosure Agreement mutatis mutandis.\n1.\nThe Director may be provided certain information and data in connection with her serving as a director of the Company or\nAnchor Bank that the Company or Anchor Bank wishes to keep confidential, including information (whether furnished in writing or electronic\nformat or orally) regarding the Company’s and Anchor Bank’s governance, board of directors, management, plans, strategies, business, finances or\noperations and information that the Company or Anchor Bank has obtained from third parties and with respect to which the Company or Anchor\nBank is obligated to maintain confidentiality (collectively, “Confidential Information”). For the avoidance of doubt, Confidential Information also\nincludes all information regarding the operations, procedures, strategies, plans and decisions of the Strategy Committee of the Company’s Board of\nDirectors. Except as otherwise permitted in this Non-Disclosure Agreement, the Director will not disclose any Confidential Information in any\nmanner whatsoever or use any Confidential Information other than in connection with serving as a director of the Company or Anchor Bank\nwithout, in each instance, securing the prior written consent of the Company (acting through a resolution of a majority of the Company’s directors).\n2.\nExcept as set forth in this Section 2, this Non-Disclosure Agreement shall not prevent the Director from privately disclosing\nConfidential Information to (i) officers, directors, accountants and counsel for the Company or Anchor Bank, (ii) the Director ’s legal counsel or\nlegal counsel to Lawson (each a “Director Representative” and collectively, the “Director Representatives”) who needs to know such information for\nthe sole purpose of advising the Director on her actions as a director of the Company or Anchor Bank or advising the Director or Lawson with\nrespect to each of their respective investments in the Company, as applicable, or (iii) Lawson. Notwithstanding the foregoing, it is understood and\nagreed that the Director will not disclose any information that the Director learns or obtains in her capacity as a director of the Company or Anchor\nBank to any Director Representative or Lawson to the extent such disclosure would be reasonably likely to constitute a breach of the Director’s\nfiduciary duties to the Company or Anchor Bank or a waiver of the attorney-client privilege between the Company or Anchor Bank and its counsel\nor the Company’s or Anchor Bank’s attorney work product privilege. The Director also acknowledges and agrees that she will not disclose, and is\nprohibited by law and regulation from disclosing, to any Director Representative or Lawson any reports of examination or other confidential\nsupervisory information of any bank regulatory authority, including the Board of Governors of the Federal Reserve System, the Federal Reserve\nBank of San Francisco, the Washington Department of Financial Institutions or the Federal Deposit Insurance Corporation. Any Director\nRepresentative shall only be provided Confidential\nExhibit A-1\nInformation to the extent that such Director Representative is informed of the confidential nature of the Confidential Information and agrees or is\notherwise obligated to keep such information confidential and to restrict the use of such confidential information in accordance with the terms of this\nNon-Disclosure Agreement. Lawson agrees to keep confidential the Confide
d55dce3f2401b0c4b66618c7d5f292f5.pdf	effective_date jurisdiction party term	EX-10.65 17 dex1065.htm CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT\nExhibit 10.65\nCONFIDENTIALITY, NON-COMPETITION\nAND NON-SOLICITATION AGREEMENT\nTHIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is entered into this 24th day\nof February, 2005 (the “Effective Date”) by and between Mobile Satellite Ventures (“Company”) and Alexander H. Good (“Executive”), who,\nintending to be legally bound, hereby agree as follows:\n1. Employment and Bonus Payment.\n(a) Duties. The Company hereby references the Executive’s employment agreement dated February 29, 2004. During the period of\nemployment, Executive shall perform well and faithfully such duties for, and render such services to, the Company as are from time to time assigned\nto Executive by the Company.\n2. Restrictive Covenants.\n(a) Non-Solicitation of Employees. Executive hereby covenants and agrees that, during Executive’s employment with the Company and for a\nperiod of one (1) year immediately following the termination of such employment, whether voluntary or involuntary, Executive shall not solicit,\ndirectly or indirectly, any of the Company’s employees for employment with any other person or entity. Executive further agrees that he shall engage\nin no action during this aforementioned one (1) year period that is intended to or that has the effect of interfering with, altering, or disrupting the\nCompany’s relationship with its employees. Executive further agrees that he shall not provide any assistance to any other person or entity in the\nsolicitation or recruitment of the Company’s employees.\n(b) Non-Solicitation of Customers. Executive hereby covenants and agrees that, during Executive’s employment with the Company and for a\nperiod of one (1) year immediately following the termination of such employment, whether voluntary or involuntary, Executive shall not, directly or\nindirectly, on his own behalf or on behalf of any other person or entity, solicit or accept competitive business from, submit competitive proposals to,\nor conduct competitive business with, (i) any customer of the Company that was a customer of the Company during the period of Executive’s\nemployment by the Company; or (ii) any customer or prospective customer of the Company that, during the final two years of Executive’s\nemployment by the Company, Executive had solicited for business or to which Executive had provided services, which services shall be deemed to\ninclude but shall not be limited to those typically provided by executive, management, and marketing employees.\n(c) Non-Competition. Executive hereby covenants and agrees that, during Executive’s employment with the Company and for a period of one\n(1) year immediately following the termination of such employment, whether voluntary or involuntary, Executive shall not, directly or indirectly, in\nany geographic area in which the Company markets its products and/or services in any executive, technical, regulatory, managerial, or marketing\ncapacity or position, become employed by or provide services to any person or entity that provides, markets, sells or distributes products or services\ncompetitive with any planned or development-stage products of the Company, which competitor is either Inmarsat or its affiliates or any other\nprovider, or intended provider, of satellite services with an Ancillary Terrestrial Component.\n3. Confidential and Proprietary Information\n(a) Confidential Information Defined. Executive acknowledges that Executive will be provided access to Company confidential and\nproprietary information and trade secrets and will occupy a position of trust and confidence with respect to the Company’s affairs and business\n(“Company Confidential Information”). Company Confidential Information includes, but is not limited to, information and materials related to\npatentable and unpatentable inventions, computer software and hardware, research, business 
d6f15390ac99f5de8ef919d8df8e5412.pdf	effective_date jurisdiction party term	EX-99.(D)(6) 16 dex99d6.htm CONFIDENTIALITY AGREEMENT, DATED AS OF DECEMBER 19, 2006,\nBETWEEN PITNEY BOWES\nExhibit (d)(6)\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (the “Agreement”) is dated and effective as of December 19, 2006 (the “Effective Date”), between MapInfo\nCorporation, a Delaware corporation with its principal office at One Global View, Troy, NY 12866 (“MapInfo”), and Pitney Bowes Inc., a Delaware\ncorporation with its principal office at 1 Elmcroft Road, Stamford, Connecticut 06926 (“PBI”).\nBackground\nA. PBI has requested MapInfo to provide certain information, which is either confidential or proprietary in nature, in connection with PBI’s\nconsideration of a possible negotiated transaction between MapInfo and PBI (the “Transaction”); and in connection with such Transaction, PBI may\nprovide MapInfo with certain information which is either confidential or proprietary in nature.\nB. MapInfo and PBI each desires to protect the confidentiality of the information that it provides and to have the other party take or abstain\nfrom taking certain actions in accordance with the provisions of this Agreement.\nNow, therefore, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration,\nthe receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. Definitions.\n(a) Each of MapInfo and PBI is a “Disclosing Party” as to Evaluation Material concerning it that is furnished to the other party and is a\n“Receiving Party” as to Evaluation Material of the other party that is furnished to it.\n(b) “Evaluation Material” means any information concerning Disclosing Party (whether prepared by Disclosing Party, its Representatives\n(as defined herein) or otherwise, and regardless of the form of communication) that is furnished to Receiving Party or any of its Representatives by\nor on behalf of Disclosing Party on or after the date hereof, and any portions of notes, analyses, compilations, studies, interpretations, memoranda,\nreports or other documents (regardless of the form thereof) prepared by Receiving Party or its Representatives which contain, reflect or are based\nupon, in whole or in part, any information that is furnished to Receiving Party or its Representatives pursuant to this Agreement; provided, however,\nthat “Evaluation Material” does not include information concerning Disclosing Party which:\n(i) is or becomes generally available to the public other than as a result of a breach of this Agreement by Receiving Party or its\nRepresentatives;\n(ii) was within Receiving Party’s or any of its Representative’s possession prior to it being furnished to Receiving Party or its\nRepresentatives by or on behalf of\n1\nDisclosing Party pursuant to this Agreement, provided that such information is not subject to another confidentiality agreement with, or other\ncontractual, legal or fiduciary obligation of confidentiality to, Disclosing Party with respect to such information;\n(iii) becomes available to Receiving Party or any of its Representatives from a source other than Disclosing Party or any of its\nRepresentatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of\nconfidentiality to, Disclosing 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 confidential\nor proprietary information furnished to Receiving Party or any of its Representatives by or on behalf of Disclosing Party.\n(c) “Representatives” means, with respect to a party, its parents and subsidiaries, and its and their respective directors, officers, affiliates,\nemployees, partners, agents or advisors (including without limitation attorneys, accountants, consultants and investment bankers).\n(d) The term “person” shall be broadly
d73afdb784cb0d78e49f9eb7f8217a05.pdf	effective_date jurisdiction party term	EX-99.(D)(4) 8 dex99d4.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(4)\nEURAND N.V.\nOLYMPIC PLAZA\nFRED. ROESKESTRAAT 123\n1076 EE AMSTERDAM, THE NETHERLANDS\nJuly 13, 2010\nCONFIDENTIAL\nTPG Capital, L.P.\nAttn: Ronald Cami\n301 Commerce Street\nSuite 3300\nFort Worth, TX 76102\nAxcan Pharma Inc.\nAttn: Richard Tarte\n597 Laurier Boulevard\nMont-Saint-Hilaire, Quebec J3H 6C4\nCanada\nLadies and Gentlemen:\nIn connection with TPG Capital, L.P. (“TPG”) and Axcan Pharma Inc. (“Axcan”) (Axcan and TPG collectively, “you” or “your”) considering a\npossible negotiated tender offer/merger or acquisition of, or similar negotiated transaction (a “transaction”) with, Eurand N.V. (the “Company”)\nand/or its affiliates, you have requested, and the Company is prepared to make available to you, certain information concerning its business,\noperations, assets and liabilities. As a condition to such information being furnished to you and your affiliates, and your and their respective\ndirectors, officers, employees, commercial banking institutions of recognized standing as potential sources of debt financing, agents, or advisors\n(including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), you agree to\ntreat any information concerning the Company (whether prepared by the Company, its advisors or otherwise and irrespective of the form of\ncommunication) which has been or is furnished to you or to your Representatives by or on behalf of the Company in relation to the potential\ntransaction (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement, and to take or\nabstain from taking certain other actions hereinafter set forth.\nTPG Capital, L.P. Axcan Pharma Inc.\nJuly 13, 2010\nPage 2\nThe term “Evaluation Material” shall be deemed to include any notes, analyses, reports, compilations, studies, interpretations, memoranda or\nother documents (regardless of the form thereof) prepared by you or your Representatives which contain, reflect or are based upon, in whole or in\npart, any information furnished to you or your Representatives pursuant hereto. The term “Evaluation Material” does not include information which\n(i) is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by you or your Representatives in\nviolation of this letter agreement; (ii) was within your possession or the possession of any of your Representatives prior to it being furnished to you\nby or on behalf of the Company pursuant hereto, provided that such information is not known by you to be subject to another confidentiality\nagreement with or other contractual obligation of confidentiality to the Company with respect to such information; (iii) becomes available to you or\nany of your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such\nsource is not known by you to be bound by a confidentiality agreement with or other contractual obligation of confidentiality to the Company with\nrespect to such information; or (iv) is independently developed by you or your Representatives without reference to or reliance on any of the\nEvaluation Material, as evidenced by written evidence of the same.\nYou hereby agree that (i) you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible\ntransaction between the Company and you, (ii) the Evaluation Material will be kept confidential and (iii) you and your Representatives will not\ndisclose any of the Evaluation Material in any manner whatsoever; provided, however, that (x) you may make any disclosure of such information to\nwhich the Company gives its prior written consent; and (y) any of such information may be disclosed to your Representatives who need to know\nsuch information for the sole purpose of
d8b971e17298b4426e0e8ed07bcaf50f.pdf	effective_date jurisdiction party term	EXHIBIT D\nFORM OF NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (“AGREEMENT”) is effective as of the day of\n, 2010 by and between Motorola, Inc., a Delaware\ncorporation with offices located at 1303 East Algonquin Road, Schaumburg, Illinois 60196 (hereafter “MOTOROLA”), and Iridium Satellite LLC, A\nDelaware limited liability company with principal offices located at 1750 Tysons Boulevard, Suite 1400, McLean, Virginia 22102 (hereafter\n“IRIDIUM”).\nA. Background. The parties or their affiliates are parties to the following agreements, among others: (i) the Intellectual Property Rights Agreement,\ndated December 11, 2000 (“FIRST GENERATION IPR AGREEMENT”); (ii) the System Intellectual Property Rights Amendment and Agreement,\ndated\n, 2010 (“SYSTEM IPR AGREEMENT”); (iii) the Subscriber Equipment Technology Agreement (Design), dated September 30, 2002\n(“SETA (DESIGN)”); (iv) the Subscriber Equipment Technology Agreement (Manufacturing), dated September 30, 2002 (“SETA (MFG)”); and\n(v) the Supplemental Subscriber Equipment Technology Amendment and Agreement, dated\n, 2010 (“SSETA”), which shall be collectively\nreferred to as the “IP AGREEMENTS.”\nB. Definition. “PROPRIETARY INFORMATION” means information disclosed by either party (“DISCLOSING PARTY”) to or otherwise received\nby the other party (“RECIPIENT”) pursuant to any of the IP AGREEMENTS that the DISCLOSING PARTY at the time of disclosure identifies in\nwriting as confidential and/or proprietary by means of a legend, marking, stamp or other positive written notice identifying the information to be\nconfidential and/or proprietary, or information disclosed orally, visually, or by other non-written manner by the DISCLOSING PARTY to the\nRECIPIENT, where the RECIPIENT was informed that the information is confidential in nature, or any other information disclosed by the\nDISCLOSING PARTY to the RECIPIENT in any manner that the RECIPIENT should reasonably recognize as being of a confidential nature.\nC. Use of Proprietary Information. PROPRIETARY INFORMATION disclosed hereunder may be used only during the term of this\nAGREEMENT and only for purposes set forth in or otherwise permitted by the IP AGREEMENTS. This AGREEMENT is entered into solely to\nprovide for the treatment of PROPRIETARY INFORMATION to the extent disclosed hereunder or under the IP AGREEMENTS. Neither party has\nan obligation to supply PROPRIETARY INFORMATION hereunder.\nD. Protection of Proprietary Information. It is agreed that for a period of ten (10) years following the termination of the IP AGREEMENT\npursuant to which PROPRIETARY INFORMATION was disclosed, the RECIPIENT will use such PROPRIETARY INFORMATION only for the\npurpose(s) provided in Section C above and shall make reasonable efforts to preserve in confidence such PROPRIETARY INFORMATION and\nprevent disclosure thereof to third parties. The RECIPIENT agrees that it will use the same reasonable efforts to protect PROPRIETARY\nINFORMATION as are used to protect its own proprietary information, and such degree of care shall include at least the use of reasonable care.\nDisclosures of such information shall be restricted to those employees, contractors, customers, agents, and permitted sublicensees of the RECIPIENT\nwho are participating in the efforts provided in Paragraph C above, who have a need to know such information, and who have been made aware of\nand consent to abide by restrictions at least as restrictive as those contained herein concerning the use of such PROPRIETARY INFORMATION.\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE\nINFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF\nTHIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\nE. Exceptions. The obligation to protect PROPRIETARY INFORMATION, and the liability for unauthorized disclosure or use of P
d908ff8d69096e5f441e6c05144de7c7.pdf	effective_date jurisdiction party term	EX-10.23 6 dex1023.htm EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT - AVI\nKATZ\nExhibit 10.23\nEMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION\nAGREEMENT\nThis Employment, Confidentiality and Non-competition Agreement (this “Agreement”) is made and entered into as of the 1st day of January\n2008, by and between GigOptix LLC, an Idaho limited liability company (herein referred to as “Company”), and Avi Katz (“Employee”).\nA. Effective April 9, 2007, the Company and Employee entered into an Employment, Confidentiality and Non-competition Agreement (“1\nst\nAgreement”) wherein the Employee provided management services to iTerra Communication LLC (“iTerra Communications”).\nB. Under the direction of Employee, iTerra Communications was reorganized and all of its assets were transferred to Company on July 1,\n2007.\nC. Employee and Company desire to terminate the 1st\nAgreement and establish this new Agreement to accommodate Employee’s transfer from\niTerra Communication to GigOptix on July 1, 2007 Furthermore, execution of this Agreement shall terminate the 1st Agreement effective April 9,\n2007 between Employee and Company.\nTherefore, in consideration of the mutual promises and covenants contained in this Agreement, the receipt and legal sufficiency of which\nconsideration are hereby acknowledged, the parties hereby agree as follows:\n1. Term.\na) Term. Company hereby employs Employee on a full time basis to serve as Chief Executive Officer (CEO) & President of the\nCompany effective Monday, July 1st, 2007, subject to the terms and conditions herein.\nb) Duties and Responsibilities. Employee shall report to the Company’s Chairman of the Board and Management Board. The Employee\nshall have each and all of the duties and responsibilities of the CEO & President position, as set forth in Attachment B, which is incorporated\nin its entirety herein, and such other duties on behalf of the Company as may be reasonably assigned, and mutually agreed by and with\nEmployee, from time to time by Company’s Management Board (it being acknowledged by the Company that Employee may terminate this\nAgreement for Good Reason in accordance with Section 4(c) herein in the event he does not so mutually agree).\n2. Employee Performance. Employee accepts employment with Company on the terms and conditions provided in this Agreement. Employee\nrecognizes Employee owes to Company duties of loyalty, fidelity and obedience in all matters pertaining to such employment. Employee shall\nserve Company diligently and faithfully, shall timely perform all duties to the best of Employee’s ability and in compliance with Company’s\nreasonable standards of performance, and shall devote Employee’s time and best efforts to the conduct of Company’s business. Company\nacknowledges that from time to time persons in the High-Tech\nEMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT\n1\nindustry, in particular, but not limited to, the semiconductor, eCommerce, software and security, and in the real-estate industry, seek\nEmployee’s advice or consultation. Provided that Employee does not disclose Confidential Information to such persons or intentionally act\nagainst Employer’s interests, the Executive may provide such advice or consultation if it does not materially interfere with Executive’s duties\nhereunder.\nNotwithstanding the foregoing, the parties of this Agreement recognize and agree that the Employee may engage in passive personal\ninvestments and other business activities which do not conflict, directly or indirectly, with the business affairs of the Company or interfere with\nEmployee’s performance of Employee’s duties and responsibilities hereunder. In that regard, Employee may serve on the Board(s) of Directors\nor Management Board(s) of up to three (3) external companies of Employee’s choice, unless larger number is approved by the iTerra Board of\nManagement, so long as service on any of such Boards simultaneously with
db004ff0a64417b9987241241b209c69.pdf	effective_date jurisdiction party term	Exhibit A\nNon-Disclosure Agreement\nOctober 2, 2017\nReference is made to the Settlement Agreement, dated October 2, 2017 (the “Settlement Agreement”), by and among the Potbelly\nCorporation (the “Company”), the Ancora Parties and Joseph Boehm, as representative of the Ancora Parties (the “Director”). Capitalized terms\nused but not defined herein shall have the meanings ascribed to them in the Settlement Agreement, and the rules of interpretation set forth in the\nSettlement Agreement shall apply to this Non-Disclosure Agreement mutatis mutandis.\nThe Director may be provided certain information and data in connection with his serving as a director of the Company that the Company\nwishes to keep confidential, including information (whether furnished in writing or electronic format or orally) regarding the Company’s\ngovernance, board of directors, management, plans, strategies, business, finances or operations and information that the Company has obtained\nfrom third parties and with respect to which the Company is obligated to maintain confidentiality (collectively, “Confidential Information”).\nExcept as provided in this Non-Disclosure Agreement, the Director will not disclose any Confidential Information in any manner whatsoever or\nuse any Confidential Information other than in connection with serving as a director of the Company without, in each instance, securing the prior\nwritten consent of the Company (acting through a resolution of a majority of the Company’s directors).\nExcept as set forth in this paragraph, this Non-Disclosure Agreement shall not prevent the Director from privately disclosing Confidential\nInformation to (i) officers, directors, accountants and counsel for the Company, (ii) the Director’s legal counsel or legal counsel to the Ancora\nParties (each a “Director Representative” and collectively, the “Director Representatives”) who needs to know such information for the sole\npurpose of advising the Director on his actions as a director of the Company or advising Ancora Advisors, LLC (“Ancora Advisors”) and the\nAncora Parties (or the Ancora Affiliates) on its (or their) investment(s) in the Company or (iii) Frederick DiSanto, James Chadwick and Brian\nHopkins, each an associate of Ancora Advisors (each an “Ancora Principal” and, collectively, the “Ancora Principals”). Notwithstanding the\nforegoing, it is understood and agreed that the Director will not disclose any information that the Director learns or obtains in his capacity as a\ndirector of the Company to any Director Representative or any Ancora Principal to the extent such disclosure would be reasonably likely to\nconstitute a waiver of the attorney-client privilege between the Company and its counsel or the Company’s attorney work product privilege. Any\nDirector Representative shall only be provided Confidential Information to the extent that such Director Representative is informed of the\nconfidential nature of the Confidential Information and agrees or is otherwise obligated to keep such information confidential and to restrict the\nuse of such confidential information in accordance with the terms of this Non-Disclosure Agreement. The Ancora Principals agree to keep\nconfidential the Confidential Information and to restrict the use of such Confidential Information in accordance with the terms of this\nNon-Disclosure Agreement, to be bound by this Non-Disclosure Agreement on the same terms as the Director by countersigning this\nA-1\nNon-Disclosure Agreement and not to use any Confidential Information in a manner that may be detrimental to the Company or its subsidiaries.\nThe Director, Ancora Advisors and the Ancora Parties shall be responsible for any breach of this Agreement by the Director, any Director\nRepresentatives, Ancora Advisors, the Ancora Parties or Ancora Principals.\nThe term “Confidential Information” shall not include information that (a) is at the time of disclosure or thereafter becomes g
ddbf109793cb86d7565126994e6d02cd.pdf	effective_date jurisdiction party term	By: ___________________________________\nName: _________________________________\nEXHIBIT 1\nNON-DISCLOSURE AGREEMENT\nI, __________________, am aware that Ideal Restaurant Group, Inc. (CLIENT) and my employer, The Schooner Group,\nLLC (COMPANY) have entered into a Support Services AGREEMENT (AGREEMENT) and I fully understand that it\nimposes certain obligations on COMPANY, some of which are specifically set forth below. I further understand that as\npart of its obligations under the AGREEMENT, COMPANY is required to obtain this written agreement from certain\nemployees, including myself, to further ensure understanding and compliance with these obligations.\nIn consideration for my future assignment and/or responsibilities in connection with COMPANY’s performance under\nthe AGREEMENT, I hereby acknowledge, represent and confirm to COMPANY and CLIENT as follows:\na) I have read the provisions of the Non-Disclosure Agreement, understand each of them, agree to them, and\nknow of no agreements restrictions or obligations that prevent me from complying with them;\nb) I will receive and maintain all information, perform all services and conduct myself, in all respects during the\nterm of the AGREEMENT and for the requisite period thereafter, in a manner consistent with these obligations;\nc) I agree not to directly or indirectly engage in, or assist others to engage in, any activity or conduct that violates\nthe provisions of this Non-Disclosure Agreement.\nConfidential Information: COMPANY agrees to regard and preserve as confidential all information related to the\nbusiness and activities of CLIENT, their patients, suppliers and other entities with whom CLIENT does business, that\nmay be obtained by COMPANY from any source or may be developed as a result of this AGREEMENT. COMPANY\nagrees to hold such information in trust and confidence for CLIENT and not to disclose such information to any person,\nfirm or enterprise, or use any such information for its own benefit or the benefit of any other party, unless authorized by\nCLIENT in writing.\nI understand that if I threaten to or actually breach or fail to observe any of the obligations set forth in this Non-\nDisclosure Agreement, CLIENT and COMPANY will be subject to irreparable harm, which will not be adequately\nsatisfied by damages. I therefore agree that COMPANY and CLIENT shall be entitled to injunctive relief and/or any\nother remedies permitted, to ensure and enforce my compliance with these obligations in the unlikely event I do not\ncomply with them; provided however, that no specification herein of any particular legal or equitable remedy shall be\nconstrued as a waiver, prohibition or limitation of any legal or equitable remedies.\nDate: ________________________\nTitle: ________________________\nWitness: ____________________________\n5	EXHIBIT 1\nNON-DISCLOSURE AGREEMENT\nL , am aware that Ideal Restaurant Group, Inc. (CLIENT) and my employer, The Schooner Group,\nLLC (COMPANY) have entered into a Support Services AGREEMENT (AGREEMENT) and I fully understand that it\nimposes certain obligations on COMPANY, some of which are specifically set forth below. I further understand that as\npart of its obligations under the AGREEMENT, COMPANY is required to obtain this written agreement from certain\nemployees, including myself, to further ensure understanding and compliance with these obligations.\nIn consideration for my future assignment and/or responsibilities in connection with COMPANY ’s performance under\nthe AGREEMENT, I hereby acknowledge, represent and confirm to COMPANY and CLIENT as follows:\na) I have read the provisions of the Non-Disclosure Agreement, understand each of them, agree to them, and\nknow of no agreements restrictions or obligations that prevent me from complying with them;\nb) I will receive and maintain all information, perform all services and conduct myself, in all respects during the\nterm of the AGREEMENT and for the requisite period thereafter, in a manner 
dffd3c1faf94dbdc6b3853fbb07afdd8.pdf	effective_date jurisdiction party term	NONDISCLOSURE AGREEMENT\nThis Nondisclosure Agreement (“Agreement”) is entered into as of March 29, 2011, by and between the undersigned and Newgistics, Inc. (the\n“Company”), with reference to the following:\nRECITALS\nWHEREAS, I have been elected to serve on the Company’s Board of Directors (the “Board”); and\nWHEREAS, in my capacity as a member of the Board, I will receive the Company’s confidential and Proprietary Information (as defined\nbelow) and, subject to the Board’s discretion and approval, the Company will grant me a present right to purchase shares of the Company’s common\nstock, in each case as further provided in the offer letter by and between me and the Company (the “Board Offer Letter”); and\nWHEREAS, this Agreement is necessary to protect and prevent any unauthorized, improper or unlawful disclosure of the Company’s\nProprietary Information.\nAGREEMENT\nNOW THEREFORE, in exchange for the consideration provided to me in connection with my membership on the Board, including but not\nlimited to the Company’s promise to provide me with immediate access to its Proprietary Information and, subject to the Board of Directors’\ndiscretion and approval, the promise to grant me a present right to purchase shares of the Company’s common stock, and for other valuable\nconsideration, the receipt and sufficiency of which is hereby acknowledged, I agree as follows:\n1. Recognition of Company’s Rights; Nondisclosure.\nAt all times that I am a member of the Board (hereinafter referred to as my “Membership”) and for two years thereafter, I will hold in\nstrictest confidence and will not disclose, use, lecture upon, or publish any of the Company’s confidential or Proprietary Information (defined\nbelow), except as such disclosure, use, or publication may be required in connection with my Membership, or unless the President or the Board\nexpressly authorizes such in writing. I hereby assign to the Company any rights I may have or acquire in such confidential or Proprietary\nInformation and recognize that all confidential and Proprietary Information shall be the sole property of the Company and its assigns and that\nthe Company and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights, and all other rights throughout the\nworld (collectively, “Proprietary Rights”) in connection therewith. I further recognize that any suggestions, comments or contributions I make\nat any meeting of the Board or in connection with my duties during the term of my Membership is the Company’s confidential and Proprietary\nInformation.\nThe term “Proprietary Information” shall mean trade secrets, confidential knowledge, data, or any other proprietary information of the\nCompany and each of its subsidiaries or affiliated companies. By way of illustration but not limitation, “Proprietary Information” includes\n(a) inventions, trade secrets, ideas, processes, formulas, data, lists, programs, other works of authorship, know-how, improvements,\ndiscoveries, developments, designs, and techniques relating to the business or proposed business of the Company and that were learned or\ndiscovered by me during the term of my Membership with the Company; (b) information regarding plans for research, development, new\nproducts and services, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs,\nsuppliers, customer lists and customers that were learned or discovered by me during my Membership; and (c) information regarding the skills\nand compensation of employees of the Company. Proprietary Information shall not include information (i) already in my possession and not\nsubject to confidentiality requirements at the time of disclosure, (ii) obtained by me from another source without the duty of confidentiality, or\n(iii) readily available or generally known to the general public or to persons in the industry.\n2. Third Party Information.\n
e27493a33c9ed1e83afb03814033d23c.pdf	effective_date jurisdiction party term	EX-10.2 4 dex102.htm NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT\nExhibit 10.2\nEXECUTION COPY\nNON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY\nAGREEMENT\nTHIS NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (the “Agreement”), dated as of\nMay 26, 2011, is made by and between Skyworks Solutions, Inc., a Delaware corporation (“Buyer”), and Richard K. Williams, an individual residing\nin the State of California (the “Stockholder”). The Buyer and the Stockholder are each referred to in this Agreement as a “Party” and collectively as\nthe “Parties.”\nRECITALS\nA. The Buyer, PowerCo Acquisition Corp., a Delaware corporation (the “Merger Sub”), and Advanced Analogic Technologies, Inc., a\nDelaware corporation (the “Company”) have entered into an Agreement and Plan of Merger, dated as of May 26, 2011 (the “Merger Agreement”),\npursuant to which the Buyer will acquire the Company through a merger of Merger Sub with and into the Company. After giving effect to the\nMerger, the Company will be a wholly-owned subsidiary of the Buyer (the “Merger”).\nB. The Company is engaged, either directly or through subsidiaries, in the business of developing, designing, manufacturing, licensing,\nmarketing, selling and distributing power management semiconductors and related software (the “Business”). (For the purpose of clarity: The\nCompany does not engage in business, applications or software unrelated to power management semiconductors (such as microprocessors, digital\nmemory, discrete sensors and biotech). It also does not engage in devices and circuits used in motor drive.)\nC. The parties acknowledge that the relevant market for the Business is worldwide in scope and that intense worldwide competition\nexists for the products and services of the Business.\nD. The Stockholder has a substantial equity interest in the Company and will receive significant cash and stock proceeds and other\nvaluable consideration as a result of the Merger. The Stockholder is a member of the Company’s board of directors, an executive officer of the\nCompany and one of the Company’s key employees, and acknowledges that he has detailed knowledge of competitively sensitive and important\nConfidential Information and trade secrets of the Company, including information regarding the Company’s plans and relationships with customers,\nsuppliers and others. The Stockholder recognizes the Buyer’s interest, as a purchaser of the Company, in protecting, among other things, the\nrelationships that the Company and its subsidiaries have with customers and suppliers and the goodwill associated with their ongoing business.\nE. The Parties agree that it is their mutual desire that the entire goodwill of the Company and its business be transferred to the Buyer as\npart of the Merger, and they acknowledge that they explicitly considered the value of the goodwill to be transferred in the Merger, and that such\ngoodwill was valued as a component of the consideration to be paid by the Buyer in and for the Merger. The Parties further agree that the Buyer’s\nfailure to receive the entire goodwill contemplated by the Merger would have affected the Buyer’s willingness to enter into the Merger Agreement or\nreduced the value of the Merger and the Company to the Buyer and the price the Buyer was willing to pay to acquire the Company.\nEXECUTION COPY\nF. The Stockholder acknowledges and agrees that it is his intention to transfer the goodwill reflected in the capital stock of the Company\nthat he owns and that the Stockholder has a material economic interest in the consummation of the Merger. The Stockholder has considered the\neffects of this Agreement, considers them reasonable and, in order to induce the Buyer to enter into the Merger Agreement and consummate the\nMerger, the Stockholder has agreed to enter into and be bound by this Agreement.\nAccordingly, the Parties are executing and delivering this Agreement con
e31676b3fba3d474985f08fef9bfaf03.pdf	effective_date jurisdiction party term	EXHIBIT B\nTO:\nTHE MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT\nBETWEEN: MICROSOFT CORPORATION AND DIGITAL RIVER, INC.\nDATED:\nSeptember 1, 2006\nNAME\nNon-Disclosure Agreement\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 Digital River, Inc., 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. And “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.\n(b) Confidential Information shall not include any information, however designated, that: (1) 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\nby Receiving Party.\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\ndate that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in\nSections 2(b) and 2(c) of this Agreement,\n(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but\nno less than 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\nin pursuance 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\ndisclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by\napplicable law.\n*\nConfidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to\nthe confidentiality request. Omissions are designated as *. A complete version of this agr
e90afd0c36ad8ce86d62ef0cbe75cde3.pdf	effective_date jurisdiction party term	EX-99.D.3 9 d70867dex99d3.htm CONFIDENTIALITY AGREEMENT\nExhibit (d)(3)\nApril 2, 2015\nPERSONAL AND CONFIDENTIAL\nAlan S. Korman\nVice President, General Counsel\n& Secretary\nColumbus McKinnon Corporation\n140 John James Audubon Parkway\nAmherst, New York 14228\nDear Mr. Korman:\nTo allow you to evaluate a possible transaction (the “Potential Transaction”) involving Magnetek, Inc. (the “Company”) and/or its\nsecurities, we are prepared to provide you, upon your execution and delivery to us of this letter agreement, with access to information about the\nproperties and operations of the Company that we consider confidential and proprietary in nature. All information about the Company furnished\nby us or our Representatives (as defined below), or that you or your Representatives learn through access that we grant to our facilities,\nproperties or records, whether such information is furnished or such access is provided before, on or after the date of this letter agreement,\nwhether oral or written and regardless of the manner in which it is furnished or such access is provided, is referred to in this letter agreement as\n“Proprietary Information.” Notwithstanding the foregoing, Proprietary Information does not include information that (a) is or becomes generally\navailable to the public other than as a result of a disclosure by you or your Representatives, (b) was known to you on a nonconfidential basis\nprior to its disclosure by us or our Representatives, provided that the source of such information was not, to your knowledge after reasonable\ninquiry, bound by any confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to us or any of our\nRepresentatives, (c) becomes available to you on a nonconfidential basis from a person other than us or our Representatives who is not, to your\nknowledge after reasonable inquiry, bound by any confidentiality agreement with or other contractual, legal or fiduciary obligation of\nconfidentiality to us or any of our Representatives or (d) is independently developed by you or your Representatives without the use of or\nreference to any Proprietary Information. All Proprietary Information furnished by us or our Representatives pursuant to this letter agreement\nshall be and remain the property of the Company. As used in this letter agreement, (i) the term “person” shall be broadly interpreted to include,\nwithout limitation, any corporation, general or limited partnership, limited liability company, joint venture or other entity and any individual, and\n(ii) the term “Representative” means, as to any person, such person’s affiliates and its and their directors, officers, employees, agents, advisors\n(including, without limitation, financial advisors, counsel and accountants), controlling persons and debt and equity financing sources; provided,\nhowever, that, with respect to your debt and equity financing sources, such persons shall be considered Representatives only from and after the\ndate they agree in writing to be bound by the confidentiality and non-use restrictions of this letter agreement as if a party hereto and only to the\nextent the Company has given its prior written consent for such persons to receive Proprietary Information.\nAs a condition to receiving any Proprietary Information from us, you agree as follows:\n1. You shall (a) keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other\nthan your Representatives who are actively and directly participating in your evaluation of the Potential Transaction or who otherwise need to\nknow the Proprietary Information for the purpose of evaluating or consummating the Potential Transaction and who agree in writing, prior to any\nProprietary Information being made available to them, to be bound by the confidentiality and non-use restrictions of this letter agreement, (b) use\nthe Proprietary Information only for the purpose of 
ead4ae70800732aeb59f689dc2e60117.pdf	effective_date jurisdiction party term	Exhibit D\nNon-Disclosure Agreement\nMicrosoft\nNon-Disclosure Agreement\nThis Non-Disclosure Agreement (“agreement”) is between the patties signing below. “We,” “us” and “our” refer to both of the patties signing below and\nour respective affiliates.\nCOMPANY AND ITS AFFILIATES or\nINDIVIDUAL: Adaptive Biotechnologies\nMICROSOFT CORPORATION\nAND ITS AFFILIATES\nAddress: 1551 Eastlake Ave E\nOne Microsoft Way\nRedmond, WA 98052-6399\nSeattle, WA\n98102\nUSA\nUSA\nSign: /s/ Gene DeFelice\n/s/ Lucy Bassli\nPrint Name: GENE DEFELICE\nLucy Bassli (CELA)\nPrint Title: Senior Vice President, General Counsel\nSignature Date:7/21/17\n21-Jul-17\nFor information about this agreement, contact the Microsoft Contact, Vikram Dendi.\n1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s\naffiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one\nof us. “Control” and “own” mean possessing a 50% or greater interest in an entity or the right to direct the management of the entity.\n2. Confidential information.\na. What is included. “Confidential information” is non-public information, know-how and trade secrets in any form that:\n•\nAre designated as “confidential”; or\n•\nA reasonable person knows or reasonably should understand to be confidential.\nb. What is not included. The following types of information, however marked, are not confidential information. Information that:\n•\nIs, or becomes, publicly available without a breach of this agreement;\n•\nWas lawfully known to the receiver of the information without an obligation to keep it confidential;\n•\nIs received from another source who can disclose it lawfully and without an obligation to keep it confidential;\n•\nIs independently developed; or\n•\nIs a comment or suggestion one of us volunteers about the other’s business, products or services.\nConfidential\n3. Treatment of confidential information.\na.\nIn general. Subject to the other terms of this agreement, each of us agrees:\n•\nWe will not disclose the other’s confidential information to third parties; and\n•\nWe will use and disclose the other’s confidential information only for purposes of our business relationship with each other.\nb. Security precautions. Each of us agrees:\n•\nTo take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to\nprotect our own confidential information;\n•\nTo notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and\n•\nTo cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure\nof it.\nc.\nSharing confidential information with affiliates and representatives.\n•\nA “representative” is an employee, contractor. advisor or consultant of one of us or one of our respective affiliates.\n•\nEach of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential\ninformation to other of our representatives) orly if those representatives have a need to know about it for purposes of our business\nrelationship with each other. Before doing so, each of us must:\n•\nensure that affiliates and representatives are required to protect the confidential information on terms consistent with this\nagreement; and\n•\naccept responsibility for each representative’s use of confidential information.\n•\nNeither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of\nus can control the incoming information the other will disclose to us in the course of working together, or what our representatives\nwill remember, even without notes or other 
f28c4f3d35a152dd415f9b255122cb38.pdf	effective_date jurisdiction party term	EX-99.(E)(2) 3 dex99e2.htm CONFIDENTIALITY AGREEMENT\nExhibit (e)(2)\n[ORTHOVITA LETTERHEAD]\nJanuary 18, 2011\nBryant Zanko\nVice President, Business Development\nStryker Corporation\n2725 Fairfield Road\nKalamazoo, MI 49002\nDear Bryant:\nYou have requested information regarding Orthovita, Inc. (the “Company”, “us” or “we”) in connection with your consideration of a possible\nnegotiated transaction with the Company (a “Possible Transaction”). For purposes of this agreement, the term “Company” includes the Company\nand its subsidiaries taken as a whole or any business or businesses thereof. In consideration of our furnishing you with the Evaluation Materials (as\ndefined below) you agree as follows:\nConfidentiality of Evaluation Materials\nYou will treat confidentially any information (whether written or oral) that either we or our financial advisor, J.P. Morgan Securities LLC (the\n“Financial Advisor”), or our other representatives furnish to you in connection with a Possible Transaction involving the Company, whether\nfurnished before or after the date of this agreement and regardless of the manner in which it is furnished, together with analyses, compilations,\nstudies or other documents prepared by you, or by your representatives (as defined hereinafter) which contain or otherwise reflect such information\nor your review of, or interest in, the Company (collectively, the “Evaluation Materials”).\nThe term “Evaluation Materials” includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by\ninspection, and regardless of whether such information is specifically identified as “confidential” including, but not limited to, all conversations,\nmeetings, negotiations, discussions, internal memoranda, documents and notes involving the Company and the Possible Transaction. The term\n“Evaluation Materials” does not include information which (i) is or becomes generally available to you or the public other than as a result of a\ndisclosure by you or your representatives, (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or\nits representatives, provided that to your knowledge, after due inquiry, such source is not prohibited from disclosing such information to you by a\ncontractual, legal or fiduciary obligation to the Company or its representatives or (iii) is independently developed by you without violating your\nobligations hereunder.\nUse of Evaluation Materials\nYou will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. Except as\nrequired by law, you and your representatives will keep the Evaluation Materials confidential; provided, however, that (i) such information may be\ndisclosed to those of your directors, officers, employees, affiliates, agents and representatives (including attorneys, accountants and financial\nadvisors), lenders and other sources of debt financing (collectively, “your representatives”) who need to know such information for the purpose of\nevaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the\nconfidential nature of such information and shall be directed by you to treat such information as confidential in accordance with this agreement and\nshall be under obligations of confidentiality with respect to such information) and (ii) any other disclosure of such information may only be made if\nthe Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible\nTransaction is not consummated, neither you nor your representatives shall use any of the Evaluation Materials for any purpose. You will be\nresponsible for any breach of this agreement by you or your representatives.\nYou hereby acknowledge that the Company is a publicly traded company. You f
f4c39490e63ee60b91f354c6b00a413b.pdf	effective_date jurisdiction party term	EX-99.(D)(3) 10 d802321dex99d3.htm EX-99.(D)(3)\nExhibit (d)(3)\nLOGO\nNONDISCLOSURE AGREEMENT\nThis Nondisclosure Agreement (“Agreement”), effective as of the last date of signature below (the “Effective Date”), is made by and between Alder\nBioPharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, “Discloser”), and the entity identified below (together with its\nsubsidiaries “Recipient”).\n1. Purpose. Discloser and Recipient wish to explore a possible business opportunity of mutual interest regarding commercial partnership for\neptinezumab (the “Compound”) outside of the United States (the “Relationship”) in connection with which Discloser will disclose its Confidential\nInformation (as defined below) to the Recipient. This Agreement is intended to allow the parties to discuss and evaluate the Relationship while\nprotecting the Discloser’s Confidential Information against unauthorized use or disclosure.\n2. Definition of Confidential Information.\n2.1 Confidential Information. “Confidential Information” means all information that is disclosed by the Discloser to the Recipient in whatever\nform it may take, whether computerized, oral, written, graphic, photographic, recorded or other, which (a) is designated in writing to be confidential or\nproprietary, or (b) if given orally, is confirmed in writing as confidential or proprietary within a reasonable time (not to exceed thirty days) after the oral\ndisclosure, or (c) is treated by the Discloser as confidential or proprietary and which a reasonable person would recognize to be confidential or\nproprietary from its nature or the manner of its disclosure. Confidential information may include patents, patent applications, research, product plans,\nproducts, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code),\nhardware configuration, computer programs, algorithms, regulatory information, medical reports, clinical data and analysis, reagents, cell lines,\nbiological materials, chemical formulas, business plans, agreements with third parties, services, customers, marketing or finances of the Discloser and\ndata and information that a third person has disclosed to the Discloser in confidence, which the Discloser is permitted to disclose to the Recipient under\nthis Agreement.\n2.2 Limitation on Confidential Information Disclosed. The parties agree that the Confidential Information initially disclosed by the Discloser\nunder this Agreement will consist substantially of empirical results and data related to the biological, pharmacological and/or clinical activities of the\nCompound and regulatory and/or commercial strategies related to the Compound. The parties further agree that the Confidential Information will\nspecifically not include; (a) any chemical structures, formula, amino acid or nucleic acid sequence for active pharmaceutical ingredients, other than the\nCompound; (b) information about IP strategies and unpublished patents, other than for the Compound; and (c) speculations regarding functionality or\nsuitability for active pharmaceutical ingredients, except for the treatment of migraine and other pain indications with the Compound. Such information\n((a) – (c) above) shall only be considered Confidential Information and thereby subject to the terms and conditions of this Agreement if the Recipient\nhas in advance specifically accepted and confirmed in writing to the Discloser its interest in receiving such information.\n2.3 Confidentiality of Discussions and Agreement. The fact that the parties have discussions regarding the Relationship and this Agreement,\nincluding its terms and conditions, shall be deemed Confidential Information of each party.\n2.4 Exceptions. For the purposes of this Agreement, “Confidential Information” of the Discloser does not include any information that the\nRecipient can prove: (a) was in the public domain at the time it was
f5767a1bcfba57c7f5d07b9404a9ac3a.pdf	effective_date jurisdiction party term	EX-10.58 4 d13265dex1058.htm EX-10.58\nExhibit 10.58\nNon-Solicitation and Non-Disclosure Agreement\nUS Foods, Inc. (the “Company” as defined below) and Employee, for good and valuable consideration, the receipt and sufficiency of which\nhereby are acknowledged, knowingly and voluntarily agree as follows:\n1. Representations and Acknowledgments.\n(a) Consideration. In consideration for Employee’s agreement to enter into this Non-Solicitation and Non-Disclosure Agreement\n(the “Agreement”) and to be bound by its terms, Employee has received: (i) employment or continued employment; (ii) access to Company\nrelationships and Confidential Information described herein; (iii) the ability to participate in the Company’s Points of Focus program, a Company\nstock incentive plan, and/or other similar Company-sponsored programs or plans; and/or (iv) other good and valuable consideration.\n(b) Confidential Information and Goodwill. The Company agrees that upon the commencement of Employee’s employment (if a\nnew Employee) or continuation of employment coinciding with the Employee’s execution of this Agreement (if a current Employee), the\nCompany will make available, give Employee access to, allow Employee to become familiar with, and allow Employee to acquire knowledge of\nthe Company, its Customers, employees, operations, pricing methods, delivery schedules, sources of supply, vendor information, supplier\narrangements, shipping and routing procedures and schedules, order routing and/or freight management software, specialized routine and/or\nfreight management strategy and procedures, financial information, and other Confidential Information of the Company and its Customers that\nwill assist and enhance Employee’s ability to perform Employee’s duties with the Company. Employee recognizes that Employee, on behalf of\nthe Company, will develop close relationships with, gain special knowledge of, and promote and develop the loyalty of said customers and\nvendors. The Company’s Confidential Information, the goodwill of its customers and vendors, and its relationship with its employees have been\nand will continue to be developed through the Company’s investment of substantial time, effort and money. Employee further recognizes that\nEmployee is in a position to unfairly convert the Company’s business, customer accounts, vendor relationships and goodwill of customers,\nvendors and employees for use by Employee and other Persons in competition with the Company, and that this would cause the Company to\nsuffer immediate and irreparable injury.\n(c) No Other Agreement or Understanding. Employee represents and warrants that Employee is not a party to any agreement or\nunderstanding which would impair Employee’s ability to enter into this Agreement or otherwise preclude or restrict Employee’s employment\nwith the Company, and that Employee’s execution of this Agreement and employment with the Company will not violate any other agreement or\nunderstanding to which Employee is bound.\n(d) Survival. If, after executing this Agreement, Employee: (i) is promoted to, assigned to or otherwise assumes one or more\npositions or functions other than or in addition to Employee’s position or functions at the time Employee signed this Agreement, regardless of\ntitle, or (ii) is transferred or assigned to or otherwise works for any affiliate, subsidiary or other\n1\ndivision or business unit of the Company, the terms of this Agreement shall continue to apply with full force and effect. Employee acknowledges\nand understands that unless and until a subsequent written Agreement is signed by all parties to this Agreement that expressly supersedes this\nAgreement, this Agreement will continue in full force and effect.\n(e) PRESERVATION OF AT-WILL EMPLOYMENT RELATIONSHIP. EMPLOYEE AGREES THAT NO PROVISION IN\nTHIS AGREEMENT SHALL BE CONSTRUED TO CREATE AN EXPRESS OR IMPLIED EMPLOYMENT CONTRACT OR A PROMISE\nOF EMPLOYMENT FOR ANY SPECIFIC PERIOD OF TI