Common use of Certain Employee Matters Clause in Contracts

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ALPHANET and its Subsidiaries have executed and delivered to SCB a standard ALPHANET an employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. previously provided to CIBER. No employee, agent, consultant or contractor of SCB ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ALPHANET or any of its Subsidiaries has have asserted or threatened any claim against SCB ALPHANET or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB ALPHANET or any of its Subsidiaries and, to the knowledge of SCBALPHANET, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ALPHANET or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ALPHANET or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB ALPHANET or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ALPHANET or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB ALPHANET or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ALPHANET or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ALPHANET or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ALPHANET and its Subsidiaries have executed and delivered to SCB a standard ALPHANET an employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. previously provided to CIBER. No employee, agent, consultant or contractor of SCB ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ALPHANET or any of its Subsidiaries has have asserted or threatened any claim against SCB ALPHANET or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB ALPHANET or any of its Subsidiaries and, to the knowledge of SCBALPHANET, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ALPHANET or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ALPHANET or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB ALPHANET or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ALPHANET or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB ALPHANET or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.either

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), ARIS has furnished CIBER with forms of all ARSENSAL employment, non-interference and proprietary rights agreements along with a schedule indicating which forms apply to all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ARIS and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. Subsidiaries. No employee, agent, consultant or contractor of SCB ARIS or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ARIS or any of its Subsidiaries has asserted or threatened any claim against SCB ARIS or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB ARIS or any of its Subsidiaries and, to the knowledge of SCBARIS, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ARIS or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ARIS or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit interfere with employees and contractors of SCB ARIS or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ARIS or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB ARIS or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ARIS or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ARIS or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule SCHEDULE 3.17(a), ARIS has furnished CIBER with forms of all ARSENSAL employment, non-interference and proprietary rights agreements along with a schedule indicating which forms apply to all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ARIS and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. Subsidiaries. No employee, agent, consultant or contractor of SCB ARIS or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ARIS or any of its Subsidiaries has asserted or threatened any claim against SCB ARIS or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB ARIS or any of its Subsidiaries and, to the knowledge of SCBARIS, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule SCHEDULE 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ARIS or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ARIS or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit interfere with employees and contractors of SCB ARIS or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ARIS or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB ARIS or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ARIS or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ARIS or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a)5.20(a) of the Company Disclosure Schedule, all current and former members of management, key (terminated within 12 months including sales and recruiting) personnel and consultants (whether employees or independent contractors) of the date hereofCompany have executed and delivered to the Company a non-disclosure agreement restricting such person's right to disclose confidential information of the Company. Except as set forth on Schedule 5.20(a) of the Company Disclosure Schedule, all such members of management, key personnel and employee consultants of SCB and its Subsidiaries the Company have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for work-for-hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries the Company pursuant to which either (xi) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have Company has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (yii) there has been conveyed to SCB or the applicable Subsidiary Company by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of the Company who has contributed to or participated in the conception and development of proprietary rights of the Company has asserted in writing or, to the Company's knowledge, threatened any claim against the Company in connection with such person's involvement in the conception and development of the proprietary rights of the Company and, to the knowledge of the Company, no such person has a reasonable basis for any such claim. (b) Schedule 5.20(b) of the Company Disclosure Schedule identifies all employees, independent contractors and other personnel of the Company, their respective rates of pay at the date hereof, and, with respect to all bill ▇▇▇sultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 5.20(b) of the Company Disclosure Schedule, each of the Company's personnel identified on Schedule 5.20(b) of the Company Disclosure Schedule is working full time and none of such personnel has expressly stated to Todd ▇▇▇▇▇▇ ▇▇▇t he or she intends to resign or cease working with the Company after Closing. Other than increases granted in the ordinary course of business, the Company has not committed to increase in any manner the compensation of any of its personnel beyond the amount identified on Schedule 5.20(b) of the Company Disclosure Schedule.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a3.16(a), all current and former (terminated within 12 twelve (12) months of prior to the date hereof) members of management (regional vice presidents and above), key personnel (including sales and recruiting) and consultants (whether employees or independent contractors) of Seller have executed and delivered to Seller (i) a confidential information agreement restricting such person's right to disclose confidential information of Seller and (ii) a non-solicitation and non-compete agreement restricting such person's or entity's right to compete with Seller or solicit employees, customers, clients and prospective customers and clients of Seller during the term of such person's or entity's engagement and for at least twelve (12) months thereafter and each such agreement contains a provision permitting assignment of the agreement by Seller. Except as set forth on Schedule 3.16(a), all such members of management, key personnel and employee consultants of SCB and its Subsidiaries Seller have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for work-for-hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries Seller pursuant to which either (xi) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have Seller has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (yii) there has been conveyed to SCB or the applicable Subsidiary Seller by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of Seller who has contributed to or participated in the conception and development of proprietary rights of Seller has asserted or threatened any claim against Seller in connection with such person's involvement in the conception and development of the proprietary rights of Seller and, to the knowledge of Seller and the Shareholder, no such person has a reasonable basis for any such claim. (b) Schedule 3.16(b) identifies all employees, independent contractors and other personnel of Seller, their respective rates of pay at the date hereof and, with respect to all billing consultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 3.16(b), each of Seller's personnel identified on Schedule 3.16

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a)Following the Effective Time, all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB Holdings and its Subsidiaries have executed will honor and delivered to SCB a standard maintain in accordance with their terms the severance arrangements provided under the employment and confidentiality agreement substantially in severance agreements between ACG (or its Subsidiaries) and employees of ACG (or its Subsidiaries) listed on Section 4.10(a) of the form attached hereto as Exhibit F. No employeeACG Disclosure Letter, agent, consultant and Holdings and its Subsidiaries will maintain a severance policy for employees of Holdings (or contractor of SCB or any one of its Subsidiaries Subsidiaries) who have contributed to were employees of ACG (or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, Subsidiaries) immediately prior to the knowledge Effective Time (the “Affected Employees”), and the benefits under such severance policy shall be no less favorable to Affected Employees than the severance policies in effect for similarly situated employees of SCB▇▇▇▇▇▇ and its Subsidiaries, no such person has a reasonable basis for any such claimas in effect from time to time. (b) Except Holdings agrees that each Affected Employee shall receive credit for his or her service with ACG and its Subsidiaries (and their respective predecessors) before the Effective Time under the employee benefit plans and policies of ▇▇▇▇▇▇ and its Subsidiaries for purposes of eligibility and vesting thereunder. The preceding sentence does not obligate Holdings or its Subsidiaries to provide any particular type or level of employee benefits, or coverage under any particular employee benefit plan, to any Affected Employee. (c) ACG acknowledges that Holdings intends to establish an Equity Incentive Plan (the “New Equity Plan”) providing for the issuance of equity awards to officers and key employees of Holdings, ACG and their respective affiliates after the Effective Time. Awards under the New Equity Plan shall represent an aggregate of 10% of Holdings Common Stock on a fully diluted basis (with anti-dilution protection for the issuance of shares of Holdings Common Stock, if any, upon exercise of the New Warrants (as set forth on Schedule 3.17(bdefined in the Restructuring Agreement), all current and former (terminated within 12 months shall be subject to the terms and conditions of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed New Equity Plan and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded fullgrant agreement. (d) ACG acknowledges that Holdings intends to establish a Cash Bonus Plan (the “New Bonus Plan”) providing for the issuance of cash bonuses to officers and key employees of Holdings, effectiveACG and their respective affiliates, exclusive which bonuses will be conditioned on the Effective Time and original ownership will be paid upon the Effective Time and subject to the reasonable approval and consultation specified in the Restructuring Agreement. Awards under the New Bonus Plan shall represent an aggregate of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arisingno more than $3,000,000.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a)5.20(a) of the Company Disclosure Schedule, all current and former members of management, key (terminated within 12 months including sales and recruiting) personnel and consultants (whether employees or independent contractors) of the date hereofCompany have executed and delivered to the Company a confidential information agreement restricting such person's right to disclose confidential information of the Company. Except as set forth on Schedule 5.20(a) of the Company Disclosure Schedule, all such members of management, key personnel and employee consultants of SCB and its Subsidiaries the Company have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for work-for-hire" arrangement or proprietary rights Proprietary Rights agreement with SCB or any of its Subsidiaries the Company pursuant to which either (xi) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have Company has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (yii) there has been conveyed to SCB or the applicable Subsidiary Company by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of the Company who has contributed to or participated in the conception and development of Proprietary Rights of the Company has asserted in writing or, to the Company's knowledge, threatened any claim against the Company in connection with such person's involvement in the conception and development of the Proprietary Rights of the Company and, to the knowledge of the Company, no such person has a reasonable basis for any such claim. (b) Schedule 5.20(b) of the Company Disclosure Schedule identifies all employees, independent contractors and other personnel of the Company, their respective rates of pay at the date hereof, and, with respect to all bill ▇▇▇sultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 5.20(b) of the Company Disclosure Schedule, each of the Company's personnel identified on Schedule 5.20(b) of the Company Disclosure Schedule is working full time and none of such personnel has expressly stated to the Company's management that he or she intends to resign or cease working with the Company after Closing. Other than increases granted in the ordinary course of business, the Company has not committed to increase in any manner the compensation of any of its personnel beyond the amount identified on Schedule 5.20(b) of the Company Disclosure Schedule. (c) Except as set forth on Schedule 5.20(c) of the Company Disclosure Schedule, all current and former (terminated within twelve (12) months of the date hereof) members of management and key (including sales and recruiting) personnel of the Company have executed and delivered to the Company a nonsolicitation agreement restricting such person's right to solicit employees, customers, clients and prospective customers and clients of the Company during the term of such person's or entity's employment and for at least six (6) months thereafter.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ALPHANET and its Subsidiaries have executed and delivered to SCB a standard ALPHANET an employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. previously provided to CIBER. No employee, agent, consultant or contractor of SCB ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ALPHANET or any of its Subsidiaries has have asserted or threatened any claim against SCB ALPHANET or any of its Table of Contents Subsidiaries in connection with such person's ’s involvement in the conception and development of the proprietary rights of SCB ALPHANET or any of its Subsidiaries and, to the knowledge of SCBALPHANET, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ALPHANET or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ALPHANET or any of its Subsidiaries a non-interference agreement restricting such person's ’s right to solicit employees and contractors of SCB ALPHANET or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ALPHANET or any of its Subsidiaries during the term of such person's ’s engagement and for at least six (6) months thereafter and (ii) been party to a "“work for hire" ” arrangement or proprietary rights agreement with SCB ALPHANET or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ALPHANET or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ALPHANET or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a)5.20(a) of the Company Disclosure Schedule, all current and former members of management, key (terminated within 12 months including sales and recruiting) personnel and consultants (whether employees or independent contractors) of the date hereofCompany have executed and delivered to the Company a confidential information agreement restricting such person's right to disclose confidential information of the Company. Except as set forth on Schedule 5.20(a) of the Company Disclosure Schedule, all such members of management, key personnel and employee consultants of SCB and its Subsidiaries the Company have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement and for at least six (6) months thereafter and (ii) been party to a "work for work-for-hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries the Company pursuant to which either (xi) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have Company has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (yii) there has been conveyed to SCB or the applicable Subsidiary Company by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of the Company who has contributed to or participated in the conception and development of proprietary rights of the Company has asserted in writing or, to the Company's knowledge, threatened any claim against the Company in connection with such person's involvement in the conception and development of the proprietary rights of the Company and, to the knowledge of the Company, no such person has a reasonable basis for any such claim. (b) Schedule 5.20(b) of the Company Disclosure Schedule identifies all employees, independent contractors and other personnel of the Company, their respective rates of pay at the date hereof, and, with respect to all bill ▇▇▇sultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 5.20(b) of the Company Disclosure Schedule, each of the Company's personnel identified on Schedule 5.20(b) of the Company Disclosure Schedule is working full time and none of such personnel has expressly stated to Tom ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇be▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇hn ▇▇▇▇▇▇▇▇ ▇▇ Kell▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇t he or she intends to resign or cease working with the Company after Closing. Other than increases granted in the ordinary course of business, the Company has not committed to increase in any manner the compensation of any of its personnel beyond the amount identified on Schedule 5.20(b) of the Company Disclosure Schedule. (c) Except as set forth on Schedule 5.20(c) of the Company Disclosure Schedule, all current and former (terminated within twelve (12) months of the date hereof) members of management and key (including sales and recruiting) personnel of the Company have executed and delivered to the Company a nonsolicitation agreement restricting such person's right to solicit employees, customers, clients and prospective customers and clients of the Company during the term of such person's or entity's employment and for at least six (6) months thereafter and such agreement contains a provision permitting assignment of the agreement by Company.

Certain Employee Matters. (a) No Acquired Subsidiary other than the Australian Entity and the Italian Entity has employees. Schedule 4.17 of the Disclosure Schedule sets forth all employment agreements to which any Acquired Subsidiary is a party that are not already disclosed in the SEC Documents. Except as set forth in Schedule 4.17 of the Disclosure Schedule, the employment of each officer and employee of any Seller and any Acquired Subsidiary and of any director of any Acquired Subsidiary is terminable at the will of the respective Seller or Acquired Subsidiary. Except as set forth in Schedule 4.17 of the Disclosure Schedule, Sellers and the Acquired Subsidiaries have complied in all material respects with all applicable contracts and Laws relating to wages, leave, hours, equal opportunity, collective bargaining, workers’ compensation insurance, the payment of social security and other taxes and otherwise relating to, whether directly or indirectly, the employment of any officer or employee of any Seller or Acquired Subsidiary. Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months 4.17 of the date hereof) members of managementDisclosure Schedule, key personnel and employee consultants of SCB and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries andthere are no pending or, to the knowledge Knowledge of SCBSellers, no such person has a reasonable basis for threatened employment discrimination or other charges or complaints against or involving any such claimof Sellers or the Acquired Subsidiaries before any Government authority, or any unfair labor practice charges or complaints, disputes or grievances affecting any Seller or Acquired Subsidiary. (b) Except as set forth on Schedule 3.17(b)Since each Seller’s and each Acquired Subsidiary’s inception, all current such Person has not experienced any labor disputes, union organization attempts or work stoppage due to labor disagreements. There are no written or oral contracts, commitments, agreements, understandings or other arrangements with any labor organization, nor work rules or practices agreed to with any labor organization or employee association, applicable to employees of any Seller or Acquired Subsidiary, nor is any Seller or Acquired Subsidiary a party to, or bound by, any collective bargaining or similar agreement. There is not, and former (terminated within 12 months since each Seller’s and each Acquired Subsidiary’s inception there has not been, any representation of the date hereof) consultants to SCB or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB or any of its Subsidiaries a non-interference agreement restricting such person's right to solicit employees and contractors of SCB or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB or any of its Subsidiaries during the term of such person's engagement Person by any labor organization and, to the Knowledge of Sellers, there are no union organizing activities among the employees of any Seller or Acquired Subsidiary, and for at least six (6) months thereafter and (ii) been party to a "work for hire" arrangement or proprietary rights agreement with SCB or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there no question concerning representation has been conveyed to SCB raised or is threatened respecting the applicable Subsidiary by appropriately executed instruments employees of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arisingany Seller or Acquired Subsidiary.

Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB ALPHANET and its Subsidiaries have executed and delivered to SCB a standard ALPHANET an employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. previously provided to CIBER. No employee, agent, consultant or contractor of SCB ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB ALPHANET or any of its Subsidiaries has have asserted or threatened any claim against SCB ALPHANET or any of its Subsidiaries in connection with such person's ’s involvement in the conception and development of the proprietary rights of SCB ALPHANET or any of its Subsidiaries and, to the knowledge of SCBALPHANET, no such person has a reasonable basis for any such claim. (b) Except as set forth on Schedule 3.17(b), all current and former (terminated within 12 months of the date hereof) consultants to SCB ALPHANET or any of its Subsidiaries who are independent contractors have (i) executed and delivered to SCB ALPHANET or any of its Subsidiaries a non-interference agreement restricting such person's ’s right to solicit employees and contractors of SCB ALPHANET or any of its Subsidiaries and customers and clients and prospective customers and clients of SCB ALPHANET or any of its Subsidiaries during the term of such person's ’s engagement and for at least six (6) months thereafter and (ii) been party to a "“work for hire" ” arrangement or proprietary rights agreement with SCB ALPHANET or any of its Subsidiaries pursuant to which either (x) in accordance with applicable federal and state law, SCB ALPHANET or the applicable Subsidiary have been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (y) there has been conveyed to SCB ALPHANET or the applicable Subsidiary by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising.