Common use of Confirmation of Continuing Obligations Clause in Contracts

Confirmation of Continuing Obligations. (a) Executive hereby expressly reaffirms his obligations under the PIIA, a copy of which is attached to this Release as Exhibit B and incorporated herein by reference, and agrees that such obligations shall survive the Separation Date and any termination of his services to the Company. The Company shall be entitled to cease all severance payments to Executive in the event of his non-compliance with this Section 4. (b) Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity. The foregoing provision shall not be violated by (i) general advertising not targeted at employees, independent contractors or consultants of the Company or (ii) Executive’s ownership, for investment purposes only, of no more than 3% of the outstanding stock of any company listed on a national securities exchange, or actively traded in a national over-the-counter market. (c) Executive agrees that he shall not disparage or otherwise communicate negative statements or opinions about the Company, its board members, officers, employees, shareholders or agents; provided, however, that Executive shall not be prohibited from making such statements or opinions to his immediate family so long as such statements or opinions are not likely to be harmful to the Company, its board members, officers, employees, shareholders or agents or its or their businesses, business reputations, or personal reputations. The Company agrees that neither its board members nor officers shall disparage or otherwise communicate negative statements or opinions about Executive. Except as may be required by law, neither Executive, nor any member of Executive’s family, nor anyone else acting by, through, under or in concert with Executive will disclose to any individual or entity (other than Executive’s legal or tax advisors) the terms of this Release. Nothing in this Section 4(c) shall prohibit Executive from (i) testifying in any legal proceeding in which his testimony is compelled by law or court order and no breach of this provision shall occur due to any accurate, legally compelled testimony or (ii) communicating or cooperating with any government agency. (d) Executive acknowledges that the Company has provided him with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information (as defined in the PIIA) that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii) Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Proprietary Information to his attorney and use the Proprietary Information in the court proceeding, if Executive files any document containing the Proprietary Information under seal, and does not disclose the Proprietary Information, except pursuant to court order.

Confirmation of Continuing Obligations. (a) Executive Employee hereby expressly reaffirms his obligations under that certain Proprietary Information and Inventions Agreement executed by Employee on July 18, 2018 (the “PIIA”), a copy of which is attached to this Release as Exhibit B A and incorporated herein by reference, and agrees that such obligations shall survive the Separation Date and any termination of his services to the Company. The Company shall be entitled to cease all severance termination payments to Executive Employee in the event of his non-compliance with this Section 4. (b) Executive Employee agrees that during the that, for a period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reasonSeparation Date, Executive Employee will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity. The foregoing provision shall not be violated by (i) general advertising not targeted at employees, independent contractors or consultants of the Company or (ii) Executive’s ownership, for investment purposes only, of no more than 3% of the outstanding stock of any company listed on a national securities exchange, or actively traded in a national over-the-counter market. (c) Executive Employee agrees that he shall not disparage or otherwise communicate negative statements or opinions about the Company, its board members, officers, employees, shareholders or agents; provided, however, that Executive Employee shall not be prohibited from making such statements or opinions to his immediate family so long as such statements or opinions are not likely to be harmful to the Company, its board members, officers, employees, shareholders or agents or its or their businesses, business reputations, or personal reputations. The Company agrees that neither its board members nor officers shall disparage or otherwise communicate negative statements or opinions about ExecutiveEmployee. Except as may be required by law, neither ExecutiveEmployee, nor any member of ExecutiveEmployee’s family, nor anyone else acting by, through, under or in concert with Executive Employee will disclose to any individual or entity (other than ExecutiveEmployee’s legal or tax advisors) the terms of this Release. Nothing in this Section 4(c) shall prohibit Executive Employee from (i) testifying in any legal proceeding in which his he testimony is compelled by law or court order and no breach of this provision shall occur due to any accurate, legally compelled testimony or (ii) communicating or cooperating with any government agency. (d) Executive Employee acknowledges that the Company has provided him with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Executive Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information (as defined in the PIIA) that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii) Executive Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if Executive Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive Employee may disclose the Proprietary Information to his attorney and use the Proprietary Information in the court proceeding, if Executive Employee files any document containing the Proprietary Information under seal, and does not disclose the Proprietary Information, except pursuant to court order.

Confirmation of Continuing Obligations. (a) Executive hereby expressly reaffirms his obligations under the PIIAConfidentiality Agreement, a copy of which is attached to this Release as Exhibit B and incorporated herein by reference, and agrees that such obligations shall survive the Separation Date and any termination of his services to the Company. The Company shall be entitled to cease all severance payments to Executive in the event of his non-compliance with this Section 4Date. (b) Executive agrees that during the period of employment with the Company and for twelve (12) months after the date Executive’s employment is terminated for any reason, Executive will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any employee, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity. The foregoing provision shall not be violated by (i) general advertising not targeted at employees, independent contractors or consultants of the Company or (ii) Executive’s ownership, for investment purposes only, of no more than 3% of the outstanding stock of any company listed on a national securities exchange, or actively traded in a national over-the-counter marketCompany. (c) Executive agrees that he shall not disparage or otherwise communicate negative statements or opinions about the Company, its board members, officers, employees, shareholders or agents; provided, however, that Executive shall not be prohibited from making such statements or opinions to his immediate family so long as such statements or opinions are not likely to be harmful to the Company, its board members, officers, employees, shareholders or agents or its or their businesses, business reputations, or personal reputations. The Company agrees that neither its board members nor officers shall disparage or otherwise communicate negative statements or opinions about Executive. Except as may be required by law, neither Executive, nor any member of Executive’s family, nor anyone else acting by, through, under or in concert with Executive will disclose to any individual or entity (other than Executive’s legal or tax advisors) the terms of this Release. Nothing in this Section 4(c) shall prohibit Executive or any officer or director of the Company from (i) testifying in any legal proceeding in which his or her testimony is compelled by law or court order and no breach of this provision shall occur due to any accurate, legally compelled testimony or (ii) communicating or cooperating with any government agency. (d) On the Separation Date, and prior to the payment of any amounts to Executive under Section 2(d) above, Executive shall immediately surrender to the Company all Company equipment, lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company, it being distinctly understood that all such equipment, lists, books and records, and other documents, are the property of the Company and shall be returned with all stored data and files intact. (e) In addition to all other rights and remedies available to the parties under law or in equity, the Company shall be entitled to withhold all separation benefits payable under Section 2(d) from Executive in the event of his breach of this Section 4 prior to his receipt of such separation benefits. (f) Executive acknowledges that the Company has provided him with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information (as defined in the PIIA) proprietary information that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii) Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information proprietary information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Proprietary Information proprietary information to his attorney and use the Proprietary Information proprietary information in the court proceeding, if Executive files any document containing the Proprietary Information proprietary information under seal, and does not disclose the Proprietary Informationproprietary information, except pursuant to court order.