Non-Disparagement and Non-Interference. For and in consideration of the payments, promises, and other consideration described in this Agreement, and as a significant material inducement for the Company and Executive to enter into this Agreement, Executive covenants and agrees that, except as inconsistent with Paragraph 10, Executive will not make any negative statements (whether in writing, verbally, or any other form) or take any action which disparages or criticizes the Company, including its officers, directors, management, executives, employees, suppliers, products and services. Executive understands and agrees that this restriction prohibits Executive from making disparaging or defamatory remarks toward or complaints about the Company, its officers, board, board of advisors, management, executives, employees, suppliers, or products in their capacities as such (1) to any member of the general public, including, but not limited to, any customer or vendor of the Company; or (2) to any current or former officer, manager, executive, or employee of the Company; or (3) to any member of the press or other media. If Executive receives a subpoena or other legal document concerning Executive’s employment with the Company, then, to the extent permitted by law and provided it is consistent with Paragraph 10 of this Agreement, Executive agrees to notify the Chief Executive Officer within ten (10) business days of receipt of the legal document requiring Executive to provide this information and to make reasonable efforts to produce documents subject to confidentiality and/or protective order(s). This Paragraph does not in any way restrict or impede Executive from exercising protected rights (to the extent Executive is deemed to have such rights under applicable law), including rights under: (i) the National Labor Relations Act and the right to file unlawful labor practice (ULP) charges or participate, assist, or cooperate in ULP investigations; (ii) the federal securities laws, including the right to report possible securities law violations to the SEC, without notice to the Company; and (iii) Nevada law, including disclosing or discussing allegations of conduct that would constitute: (x) a sexual offense under NRS 179D.097 and would be punishable as a felony if criminal liability were imposed, regardless of whether there was a criminal investigation, prosecution, or conviction related to the conduct, (y) discrimination based on sex by the Company or retaliation by the Company for reporting discrimination based on sex, or (z) disclosing or discussing the settlement of such a claim, to the extent that such rights cannot be waived by agreement. This Paragraph also does not prevent Executive from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
Appears in 1 contract
Sources: General Release and Separation Agreement (Rubicon Technologies, Inc.)
Non-Disparagement and Non-Interference. For and in consideration of the payments, promises, and other consideration described in this Agreement, and as a significant material inducement for the Company and Executive to enter into this Agreement, Executive covenants and agrees that, except as inconsistent with Paragraph 1010 or applicable law, Executive will not make any negative statements (whether in writing, verbally, disparage or any other form) or take any action which disparages or criticizes defame the Company, including its officers, directors, management, executives, employees, suppliers, products and services. Executive understands and agrees that this restriction prohibits Executive from making disparaging or defamatory remarks toward or complaints about the Company, its officers, board, board of advisors, management, executives, employees, suppliers, or products in their capacities as such (1) to any member of the general public, including, but not limited to, any customer or vendor of the Company; or (2) to any current or former officer, manager, executive, or employee of the Company; or (3) to any member of the press or other media. If Executive receives a subpoena or other legal document concerning Executive’s employment with the Company, then, to the extent permitted by law and provided it is consistent with Paragraph 10 of this Agreement, Executive agrees to notify the Chief Executive Officer Board within ten (10) business days of receipt of the legal document requiring Executive to provide this information and to make cooperate with any reasonable efforts by the Company, at its own cost and expense, to produce documents subject to limit the production of any such information, including conditioning any such production on the entry of a confidentiality and/or protective order(s). This Paragraph does not in any way restrict or impede Executive from exercising protected rights (to the extent Executive is deemed to have such rights under applicable law), including rights under: (i) the National Labor Relations Act and the right to file unlawful labor practice (ULP) charges or participate, assist, or cooperate in ULP investigations; and (ii) the federal securities laws, including the right to report possible securities law violations to the SEC, without notice to the Company; and . Moreover, nothing in this Agreement is intended to or does in any way: (iiii) Nevada lawprevent Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment (including disclosing sexual harassment), discrimination, sexual assault, or discussing allegations of any other conduct that would constitute: Executive has reason to believe is unlawful; (xii) a sexual offense under NRS 179D.097 and would be punishable as a felony if criminal liability were imposed, regardless of whether there was a criminal investigation, prosecution, or conviction related to the conduct, (y) discrimination based on sex by the Company or retaliation by the Company for reporting discrimination based on sex, or (z) disclosing or discussing the settlement of such a claim, to the extent that such waive any rights which cannot be waived by agreement; (iii) prevent Executive from engaging in lawful competition in connection with Executive’s business endeavors following the Separation Date; or (iv) prevent Executive from otherwise disclosing information as permitted or required by law. This Paragraph also does not prevent Executive from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. In exchange for Executive’s promises in this Section 7, the Company agrees to instruct its Board to not disparage or defame Executive: (1) to any member of the general public, including, but not limited to, any customer or vendor of the Company; (2) to any current or former officer, manager, executive, or employee of the Company; or (3) to any member of the press or other media. Moreover, Executive must direct any recruiter or prospective employer of Executive to the Vice President of Human Resources of the Company who shall confirm Executive’s last position and salary held with the Company and that Executive voluntarily resigned from his employment. Executive agrees that the Company shall have no obligations under this Paragraph to the extent that the recruiter or prospective employer of Executive contacts anyone other than the Vice President of Human Resources of the Company.
Appears in 1 contract
Sources: General Release and Separation Agreement (Rubicon Technologies, Inc.)