Exhibit 10.17
Employee Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of November 3, 2003,
("Execution Date") is made by and between PharmAthene, Inc., a Delaware
corporation ("Company"), and the individual identified herein ("Employee").
Company and Employee may each be referred as a "Party" and collectively as the
"Parties" to this Agreement. The Parties hereby agree as follows:
BASIC TERMS
1. Employment. Company hereby employs Employee, and Employee hereby accepts
Employment by Company. Employee shall initially serve as
Vice President Medical Director of Company.
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Title of Employee
2. Commencement Date. October 14, 2003 ("Commencement Date").
3. Term. Employee's employment with Company shall begin on the Commencement Date
and shall end as provided in this Agreement. The period from the Commencement
Date to the effective date of termination of this Agreement is called the
"Term".
4. At Will Employment. Employee's employment with Company is at-will, meaning
that either Employee or Company may terminate Employee's employment at any time,
with or without cause, for any or no reason.
5. Duties. Employee shall have such powers and duties as are assigned or
delegated to Employee by Company. Employee will devote his entire business time,
attention, skill, and energy exclusively to the business of Company, will use
his best efforts to promote the success of Company's business, and will
cooperate fully with the Board of Directors in the advancement of the best
interests of Company.
6. Salary. Employee shall be paid an annual salary of $225,000, subject to
adjustment as provided below ("Salary"). The Salary is payable in equal periodic
installments according to Company's customary payroll practices, but no less
frequently than monthly. The Salary will be reviewed by Company not less
frequently than annually, and may be adjusted upward or downward in the sole
discretion of Company.
7. Benefits. Employee shall, during the Term, be permitted to participate in
such pension, profit-sharing, bonus, life insurance, hospitalization, major
medical, and other Company employee benefit plans that may be in effect from
time to time, to the extent Employee is eligible under the terms of those plans
(collectively, "Benefits"). Company reserves the right to modify, suspend or
discontinue any and all such Benefits at any time without recourse by Employee,
provided that any such modification, suspension or discontinuance shall also
apply generally to other employees of Company.
8. Leave; Holidays. Employee will be entitled to 4 weeks paid vacation each
fiscal year in accordance with Company's vacation policies in effect for its
employees from time to time. Vacation must be taken by Employee at such time or
times as approved by Company. Employee will also be entitled to the paid
holidays and other paid leave set forth in Company's policies. Vacation days and
holidays during any fiscal year that are not used by Employee during such fiscal
year will be subject to any vacation days and holiday policy that Company may
have in place from time to time.
9. Standard Terms and Conditions. THE STANDARD TERMS AND CONDITIONS ATTACHED
HERETO AS EXHIBIT 1 SET FORTH CERTAIN DEFINITIONS TO CAPITALIZED TERMS,
EMPLOYEE'S REQUIREMENT TO PROVIDE ELIGIBILITY DOCUMENTS, AND OTHER IMPORTANT
PROVISIONS OF THIS AGREEMENT. SUCH STANDARD TERMS AND CONDITIONS AND ANY
EXHIBITS, APPENDIXES, SCHEDULES, RIDERS OR ADDENDA HERETO ARE INCORPORATED
HEREIN AND MADE A PART HEREOF BY THIS REFERENCE.
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10. Additional Provisions. The following provisions also apply to this Agreement
(if blank, then there are NONE):
(a) Stock Options. Employee shall be granted a total of 345,772 stock
options upon the Commencement Date, and such options shall be issued according
to Company's stock option plan with Company as approved and voted on by the
Board of Directors. These options will vest, subject to any stock option
agreement between Company and Employee, 25% after one year following the
Commencement Date ("First Anniversary Date"), and the remainder to vest on a
pro-rata monthly basis over the next 36 months following the First Anniversary
Date such that 100% of all such options shall be vested after four years from
the Commencement Date. Employee will be eligible to receive further stock
options, if any, as may be granted pursuant to any stock option plan the Board
of Directors may have adopted from time to time.
(b) Severance. Subject to clauses (i) and (ii) below, Employee shall be
granted a severance of 12 months ("Severance Period") of Employee's then current
salary upon termination of employment, payable on a pro rata basis over the
Severance Period beginning the first day of the first full calendar month
following the effective date of Employee's termination, and payable in
consideration for and only after Employee executes a Separation Agreement and
General Release under terms specified by Company.
(i) Employee shall not receive severance if Employee voluntarily resigns
employment.
(ii) Employee shall not receive severance if Employee is terminated for:
(1) failure to perform his or her obligations or duties, or (2) any dishonesty
detrimental to Company, or other act or omission by Employee detrimental to
Company's business, financial condition, reputation or good will, or damaging to
its relationships with its employees, business partners, or other third parties,
including, without limitation: (A) any habitual use of alcohol or illegal drugs
such as to interfere with the performance of Employee's obligations hereunder;
and (B) any conviction of a felony or of any crime involving fraud,
embezzlement, misappropriation, or theft.
BY EXECUTING THIS AGREEMENT BELOW, THE PARTIES INDICATE THAT THEY HAVE READ AND
UNDERSTOOD ALL TERMS AND CONDITIONS HEREOF AND AGREE TO BE BOUND LEGALLY BY
THEM, ALL AS OF THE EXECUTION DATE.
COMPANY EMPLOYEE
PHARMATHENE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President & CEO Vice President/
Medical Director
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone:
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile:
E-mail: E-mail:
ATTACHMENTS
Exhibit 1 - Standard Terms and Conditions
Schedule 2(d) to Exhibit 1 - Prior Works Or Inventions
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EXHIBIT 1
STANDARD TERMS AND CONDITIONS
1. Tax Matters; Expense Reimbursement. Payments to Employee of all compensation
contemplated under this Agreement shall be subject to all applicable legal
requirements with respect to the withholding of taxes. Employee shall be
entitled to reimbursement by Company for all direct out-of-pocket expenditures
made by him or her on Company's behalf in the performance of his or her services
under this Agreement, subject to any reasonable record keeping, reporting and
other requirements imposed from time to time by Company.
2. Confidentiality.
(a) Obligations. Employee shall preserve and protect the confidentiality
of Confidential Information both during and after his or her employment with or
by Company. In addition, Employee shall not to, at any time during the Term or
thereafter, (i) disclose or disseminate Confidential Information to any third
party, including without limitation employees or consultants of Company without
a legitimate business need to know, (ii) remove Confidential Information from
Company's premises or make copies of Confidential Information, except as
required to perform Employee's job, or (iii) use Confidential Information for
Employee's own benefit or for the benefit of any third party. Employee shall
also take all actions necessary to avoid unauthorized disclosure and otherwise
to maintain the confidential or proprietary nature of such Confidential
Information. If Employee is not certain whether or not information is
confidential, Employee will treat that information as Confidential Information
until Employee has verification from Company's Personnel Officer that the
information is not Confidential Information.
(b) Exceptions. The obligations in this Exhibit 1 - Section 2 do not apply
to any information that Employee can establish (i) has become publicly known
without a breach of this Agreement by Employee or a third party's breach of an
agreement to maintain the confidentiality of the information or (ii) was
developed by Employee prior to the Execution Date, and prior to the date any
earlier Confidentiality Agreement of the Company was signed, if the date of
development can be established by documentary evidence.
(c) Former Employer Information. Employee will not, during the Term, (i)
improperly use or disclose any proprietary information or trade secrets of any
former or current employer or any other person or entity or (ii) bring onto the
premises of Company any unpublished document or proprietary information
belonging to any such employer, person or entity unless consented to in writing
by such employer, person or entity.
(d) Inventions and Works Retained and Licensed. Employee attaches hereto,
as "Schedule 2(d) to Exhibit 1: Prior Works and Inventions", a list describing
all Inventions, original works of authorship, developments, improvements, and
trade secrets which were made by Employee prior to his or her employment with or
by Company (collectively "Prior Works or Inventions"), which belong to Employee,
which relate to Company's business, products, or research and development, and
which are not assigned to Company hereunder, or, if no such list is attached or
such list is blank, Employee represents that there are no such Prior Works or
Inventions. If, in the course of employment with or by Company, Employee
incorporates into a Company product, process or machine a Prior Work or
Invention owned by Employee or in which Employee has an interest, Company is
hereby granted and shall have a nonexclusive, royalty-free, assignable,
irrevocable, perpetual, worldwide license to make, have made, modify, use and
sell such Prior Work or Invention as part of or in connection with such product,
process or machine.
(e) Ownership of Works. Company owns all right, title and interest,
including without limitation trade secrets, patents and copyrights, in the
following works that Employee creates, makes, conceives or reduces to practice,
solely or jointly (i) works that are created using Company's facilities,
supplies, information, trade secrets or time, (ii) works that relate directly or
indirectly to or arise out of the actual or proposed business of Company,
including, without limitation the research and development activities of
Company, (iii) works that relate directly or indirectly to or arise out of any
task assigned to Employee or work Employee performs for Company or (iv) works
that are based on Confidential Information (collectively "Works"). Because these
Works will inevitably be based upon or somehow involve Company's business,
products, services or methodologies, Employee agrees that the Works will belong
to the Company even if Employee creates, makes, conceives or reduces them to
practice on his or her own time, using his or her own equipment, on Company's
premises or elsewhere or after termination of Employee's employment with or by
Company. The Works belonging to Company, include, without limitation program
code and documentation. Employee will promptly provide full written disclosure
to an officer of Company of any Works Employee creates, makes, conceives or
reduces to practice, solely or jointly. To the extent that the Works do not
qualify as works made for hire under U.S. copyright law, Employee irrevocably
assigns to Company the ownership of, and all rights of copyright in, the Works.
Company will have the right to hold in its own name all rights in the Works,
including without limitation all rights of copyright, trade secrets and
trademark. Employee also waives all claims to moral rights in any Works.
Employee acknowledges and agrees that any and all patents, patent applications
or other intellectual property rights relating to the Works are to be the
exclusive property of Company.
(f) Inventions; Ownership. (i) Employee shall irrevocably assign to
Company Employee's entire right, title and interest in any Invention. Employee
will promptly make full written disclosure to an officer of Company of any
Inventions Employee creates, makes, conceives or reduces to practice, solely or
jointly. Employee also waives all claims to moral rights in any Inventions.
Employee acknowledges and agrees that any and all patents, patent applications
or other intellectual property rights relating to the Inventions are the
exclusive property of Company.
(ii) Employee shall cooperate fully with Company, both during and after
Employee's employment with or by Company, with respect to the procurement,
maintenance and enforcement of copyrights, patents and other intellectual
property rights (both in the United States and foreign countries) relating to
Works and/or Inventions. Employee shall execute and deliver all papers,
including, without limitation, copyright applications, patent applications,
declarations, oaths, formal assignments, assignments of priority rights, and
powers of attorney, which Company may deem necessary or desirable to protect its
rights and interests in any Works and/or Inventions, and if Company is unable,
after reasonable effort, to secure Employee's signature on any such papers, any
executive officer of Company shall be entitled to execute any such papers as
Employee's agent and attorney-in-fact. Employee hereby irrevocably designates
and appoints each executive officer of Company as Employee's agent and attorney-
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in-fact to execute any such papers on Employee's behalf, and to take any and all
actions as Company may deem necessary or desirable to protect its rights and
interests in any Works and/or Inventions, under the conditions described in the
preceding sentence.
(g) Maintenance of Records. Employee shall keep and maintain adequate and
current written records of all Works and Inventions made by Employee (solely or
jointly with others) during the Term with or by Company. The records will be in
the form of notes, sketches, drawings, and any other format that may be
specified by Company. The records will be available to and remain the sole
property of Company at all times.
(h) Return of Confidential Information. Employee shall return to Company
all Confidential Information in Employee's possession, custody or control
immediately upon Employee's termination from Company, or earlier if Company
requests.
(i) Notification of New Employer. In the event Employee leaves the employ
of Company or ceases to serve as a consultant to Company, Employee hereby grants
consent to notification by Company to Employee's new employer about Employee's
rights and obligations under this Agreement.
3. Noncompetition; Non-solicitation of Employees.
(a) Noncompetition. (i) Company is engaged an a unique and specialized
industry, and faces competition on a worldwide basis. Employee, through his or
her association with Company as an employee or consultant, will acquire a
considerable amount of knowledge and goodwill with respect to the business of
Company, which knowledge and goodwill are extremely valuable to Company and
which would be extremely detrimental to Company if used by Employee to compete
with Company. It is, therefore, understood and agreed by Employee and Company
that, because of the nature of the business Company, it is necessary to afford
fair protection to Company from such competition by Employee. Consequently,
while Employee is employed with or by Company and for a period of 12 months
after termination of such employment (for any reason whatsoever, whether
voluntary or involuntarily), Employee will not, whether alone or as a partner,
officer, director, consultant, agent, employee or stockholder of any company or
their commercial enterprise, directly or indirectly engage in any business or
other activity anywhere in the world which is competitive with, or render
services to any firm or business organization which competes with, Company in
the business of research, discovery and/or development of human therapeutics and
vaccines for infectious diseases that are being actively researched, discovered
or developed by Company at the time of termination of such employment. The
foregoing prohibition shall not prevent Employee's employment or engagement
after termination if such employment or engagement, in any capacity, does not
involve work or matters related to the business of research, discovery and/or
development of human therapeutics and vaccines for infectious diseases that are
being actively researched, discovered or developed by Company at the time of
termination of Employee's employment.
(ii) Nothing in Exhibit 1 - Section 3, however, will prevent Employee from
engaging in additional activities in connection with personal investments and
community affairs that are not inconsistent with Employee's duties under this
Agreement. Employee shall be permitted to own securities of a public company not
in excess of five percent (5%) of any class of such securities and to own stock
partnership interests or other securities of any entity not in excess of five
percent (5%) of any class of such securities and such ownership shall not be
considered to be competition with Company.
(b) Reasonableness. Company and Employee agree and acknowledge that the
noncompetition clause described in Exhibit 1 - Section 3(a) above is made in
consideration of substantial compensation payable under this Agreement. In
consequence of this Company and Employee agree and acknowledge that the
duration, scope, and geographic area included in such covenant not to compete
are fair, reasonable, necessary, and appropriate, and will not prevent Employee
from engaging in profitable business activities or employment.
(c) Non-Solicitation. During and for 12 months after termination of
Employee's employment for any reason, Employee shall not, directly or indirectly
solicit, recruit or hire any employee of Company to work for a third party which
competes with Company in the business of research, discovery and/or development
of human therapeutics and vaccines for infectious diseases that are being
actively researched, discovered or developed by Company at the time of
termination, or engage in any activity that would cause any employee to violate
any agreement with Company.
4. Representations and Warranties. Employee represents and warrants that (a)
Employee is able to perform the duties of his or her position, (b) the execution
and delivery of this Agreement, and the performance of Employee's duties and
obligations hereunder, will not, with or without the giving of notice or the
passage of time, or both, (i) conflict with, result in the breach of any
provisions of or the termination of, or constitute a default under, any
agreements or understandings between Employee and other persons or companies, or
(ii) violate any judgment, writ, injunction, or order of any court, arbitrator,
or governmental agency applicable to Employee, and (c) all information provided
by Employee to Company is true and accurate.
5. Severability. If any term or other provision of this Agreement is determined
by any arbitrator or court of competent jurisdiction to be invalid, illegal, or
unenforceable in whole or in part by reason of any applicable law or public
policy, and such determination becomes final and nonappealable, such term or
other provision shall remain in full force and effect to the fullest extent
permitted by Law, and all other terms and provisions shall remain in full force
and effect in their entirety. Without limiting the generality of the foregoing,
if the duration, scope, or area of restrictions set forth in Exhibit 1 - Section
3 are determined by arbitrator or any court of competent jurisdiction to be
invalid, illegal, or unenforceable in whole or in part by reason of any
applicable Law or public policy now or hereafter existing, such restrictions
shall be interpreted, modified, or rewritten to include as much of such
duration, scope or areas as will render such restrictions valid and enforceable.
6. Assignment. Employee shall not assign all or any part of Employee's rights or
delegate its obligations hereunder by operation of Law or otherwise without
Company's express written consent (which consent may be granted or withheld in
Company's sole and absolute discretion).
7. Entire Agreement; Amendment; Waivers.
(a) Entire Agreement. This Agreement constitutes the entire Agreement
between the Parties with respect to the subject matter hereof, and supersedes
all previous agreements, understandings, commitments or representations
concerning the subject matter contained in this Agreement. Each Party
acknowledges that the other Party has not made any representations other than
those that are contained herein.
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(b) Amendments; Waiver. Except for amendments or modifications in
accordance with certain provisions of this Agreement, this Agreement may not be
amended or modified in any way, except by a writing signed by an authorized
officer of Company and by Employee, and none of its provisions may be waived,
except by a written waiver signed by the waiving Party. No failure to act by
Company will waive any right contained in this Agreement. Any waiver by Company
must be in writing and signed by an officer of Company to be effective.
8. Successors and Assigns: No Third-Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of the Parties and their respective
successors and permitted assigns. Nothing herein, whether express or implied, is
intended to or shall confer upon any other Person any legal or equitable right,
power, or remedy of any kind, nature, or description whatsoever under or by
reason hereof.
9. Dispute Resolution.
(a) Arbitration. Any and all disputes or claims arising during the course
of employment, or arising out of the termination of employment, or arising in
the interpretation of this Agreement, between Employee and Company which cannot
be resolved through good faith negotiation, shall be resolved in accordance with
the provisions of this Section by mandatory arbitration, provided, however, that
the arbitration requirement shall not apply to Company seeking damages or
injunctive relief described in Exhibit 1 - Section 9(c), if such relief is
available under applicable law. Except as otherwise provided in this Agreement,
if any controversy should arise between the Parties in as a result of Employee's
employment relationship with Company, or the performance, interpretation or
application of this Agreement, either Party may serve upon the other a written
notice stating that such Party desires to have such controversy reviewed by a
board of three arbitrators and naming the person whom such Party has designated
to act as an arbitrator. Within 10 days after receipt of such notice, the other
Party shall designate an individual to act as arbitrator and shall notify the
Party requesting arbitration of such designation and the name of the individual
so designated. The two arbitrators so designated shall promptly select a third
arbitrator, and if they are not able to agree on such third arbitrator within 10
days, then either arbitrator, on 10 days notice in writing to the other, or both
arbitrators, shall apply to the American Arbitration Association to designate
and appoint such third arbitrator. If the Party upon whom a written request for
arbitration is served shall fail to designate its arbitrator within 10 days
after receipt of such notice, then the arbitrator designated by the Party
requesting arbitration shall act as the sole arbitrator and shall be deemed to
be the single, mutually approved arbitrator to resolve such controversy. All
documents, testimony, and records relating to any such arbitration will be
maintained in secrecy and will be available for inspection by Company, Employee
and their representative attorneys and experts, who will agree, in advance and
in writing, to receive and maintain all such information in secrecy, except as
may be limited by them in writing.
(b) Binding Nature. The decision and award of a majority of the
arbitrators, or of such sole arbitrator, shall be binding upon both Employee and
Company and shall be enforceable in any court of competent jurisdiction. Such
decision and award may allocate the costs of such arbitration to one of the
Parties or disproportionately between the Parties. The arbitration shall be
conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.
(c) Damages; Injunctive Relief. (i) Employee's obligations under this
Agreement have a unique and substantial value to Company and Employee remains
obligated even if he or she voluntarily or involuntarily leaves Company's
employment. Employee understands that if Employee violates this Agreement during
or after his or her employment Company may be able to recover monetary damages
from Employee and/or the other relief described below.
(ii) A violation or even a threatened violation of this Agreement is
likely to result in irreparable harm to Company and monetary damages alone would
not completely compensate Company for the harm. Accordingly, Company may obtain
an injunction prohibiting Employee from violating Section 2 and Section 3 of
Exhibit 1 of this Agreement, an order requiring Employee to render specific
performance of the Agreement, and/or other appropriate equitable remedies.
(iii) If an arbitrator or court determines that Employee has breached or
attempted or threatened to breach Section 2 or Section 3 of Exhibit 1 of this
Agreement, Employee acknowledges that such a breach would cause irreparable harm
to Company, and Employee consents to the granting of an injunction restraining
Employee from further breaches or attempted or threatened breaches of this
Agreement, compelling Employee to comply with this Agreement, and/or prescribing
other equitable remedies.
10. Governing Law. This Agreement, and any other disputes or claims arising out
of Employee's employment, including all arbitrated disputes, shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Maryland, without regard to its conflict of laws provisions. Suit to enforce any
provision of this Agreement or to obtain any remedy with respect hereto may be
brought in a court of the State of Maryland for this purpose, Employee expressly
consents to the jurisdiction of said courts.
11. Notices. All notices and other communications from one Party to the other
shall be in writing and shall be deemed received upon (a) actual receipt when
personally delivered, (b) electronic confirmation of receipt if sent by
electronic mail, (c) electronic confirmation of receipt if sent by facsimile,
(d) expiration of the 5th business day after being deposited in the United
States mails, postage prepaid, certified or registered mail or (e) expiration of
one business day after being deposited during the regular business hours for
next-day delivery and prepaid for overnight delivery with a national overnight
courier company, addressed to the other Party as set forth on the signature
page. Each Party may change its address by giving the other Party notice thereof
in conformity with this Section.
12. Definitions. For purposes of this Agreement:
(a) "Agreement" means the agreement, and each such exhibit, appendix,
schedule, rider or addendum attached thereto as they may be amended, restated,
supplemented or modified from time to time.
(b) "Confidential Information" means confidential, proprietary or trade
secret information relating to Company's past, present or future (i) products,
processes, formulas, patterns, compositions, compounds, projects,
specifications, know how, research data, clinical data, personnel data,
compilations, programs, devices, methods, techniques, inventions, software, and
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improvements thereto, (ii) research and development activities, (iii) designs
and technical data, (iv) marketing or business development activities, including
without limitation prospective or actual bids or proposals, pricing information
and financial information, (v) customers or suppliers or (vi) other
administrative, management, planning, financial, marketing, purchasing or
manufacturing activities. All of this type of information, whether it belongs to
Company or was provided to Company by a third party with the understanding that
it be kept confidential, and any documents, diskettes or other storage media, or
other materials or items containing this type of information, are proprietary
and confidential to Company.
(c) "Invention" means any invention, modification, design, program code,
software, documentation, formula, data, know how, technique, process, method,
device, discovery, improvement, developments, or works of authorship and all
related patents, patent applications, copyrights and copyright applications
whether patentable or not, created, made, conceived or reduced to practice,
solely or jointly by Employee whether or not during normal working hours or on
Employee's own time, using Employee's own equipment, on the premises of Company
or elsewhere, or after termination of Employee's employment with or by Company
that (i) is created using Company's facilities, supplies, information, trade
secrets or time, (ii) relates directly or indirectly to or arises out of the
actual or proposed business, including without limitation the research and
development activities, of Company, (iii) relates directly or indirectly to or
arises out of any task assigned to Employee or work Employee performs for
Company or (iv) is based on Confidential Information.
(d) "Law" means any federal, state, local, municipal, foreign,
international, multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.
(e) "Person" means any individual, partnership, firm, corporation, limited
liability company, joint venture, association, trust, unincorporated
organization, or other entity.
13. Indemnification. Employee shall indemnify and hold Company harmless from:
(a) any and all damages, claims, costs and expenses based on, or arising
from, the breach of any agreement or understanding between Employee and another
person or company, and
(b) Employee's use or disclosure of any Confidential Information or trade
secrets Employee obtained from sources other than Company.
14. Miscellaneous Provisions.
(a) Construction. Each Party has participated equally in the preparation
and negotiation of this Agreement, and each Party hereby unconditionally and
irrevocably waives to the fullest extent permitted by law any rule of
interpretation or construction requiring that this Agreement be interpreted or
construed against the drafting Party.
(b) Order of Precedence. In the event of any conflict between a provision
or provisions set forth under the Basic Terms heading in this Agreement and any
exhibit, appendix, schedule, rider or addendum, the provision or provisions set
forth under such Basic Terms shall control unless the exhibit, appendix,
schedule, rider or addendum specifically provides otherwise.
(c) Headings. The descriptive headings contained herein are for
convenience of reference only and shall not affect in any way the meaning,
construction, or interpretation of any term or provision hereof.
(d) Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties in separate counterparts, each of
which when executed shall be deemed an original, and all of which taken together
shall constitute one and the same Agreement with the same effect as if such
signatures were upon the same document. Delivery of an executed counterpart
hereof via facsimile shall be as effective as delivery of a manually executed
counterpart hereof.
(e) Eligibility Documents. Employee shall provide Company with true and
correct documents ("Eligibility Documents") identifying Employee's eligibility
to work in the United States (see back of 1-9 form for list of acceptable
documents) on or before the Commencement Date. Employee will need these
documents to begin employment.
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SCHEDULE 2(d) TO EXHIBIT 1
PRIOR WORKS OR INVENTIONS
The following are Employee's Prior Works Or Inventions as defined in Section
3(d) of Exhibit 1 of this Agreement. If blank, then there are NONE.
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