DATA, PRODUCT DESIGNS,
PRODUCT PERFORMANCE DATA, POLICIES, OPERATIONAL PROCEDURES, STAFFING, BILLING
AND COLLECTION PRACTICES, AND CONTRACT PROVISIONS AND PHILOSOPHIES.
AT ALL
TIMES AZADEH WILL KEEP IN CONFIDENCE AND TRUST ALL SUCH PROPRIETARY INFORMATION
AND WILL NOT USE OR DISCLOSE ANY SUCH PROPRIETARY INFORMATION OR ANYTHING
RELATING TO IT WITHOUT THE WRITTEN CONSENT OF THE COMPANY.
AZADEH HEREBY AGREES
THAT ALL PROPRIETARY INFORMATION SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE
COMPANY AND ITS ASSIGNS.
AZADEH FURTHER ACKNOWLEDGES AND AGREES THAT THE
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT ENTERED INTO BY AZADEH
AND DATED OCTOBER 1, 2007, REMAINS IN FULL FORCE AND EFFECT AND IS UNAFFECTED BY
THIS AGREEMENT.
AZADEH ACKNOWLEDGES AND AGREES THAT SHE HAS DELIVERED TO THE
COMPANY ALL DOCUMENTS, DATA AND PROPRIETARY INFORMATION OF ANY NATURE PERTAINING
TO THE COMPANY OR ITS AFFILIATED COMPANIES, AND WILL NOT TAKE FROM THE COMPANY
OR ITS AFFILIATED COMPANIES ANY DOCUMENTS OR DATA OF ANY DESCRIPTION OR ANY
REPRODUCTION CONTAINING OR PERTAINING TO ANY PROPRIETARY INFORMATION NOR UTILIZE
SAME.
12.
AZADEH AGREES NOT TO INTERFERE WITH THE COMPANY'S RELATIONSHIP
WITH CURRENT OR PROSPECTIVE EMPLOYEES, SUPPLIERS, OR INVESTORS.
AZADEH ALSO
AGREES TO REFRAIN FROM COMMUNICATING ANY DISPARAGING, DEROGATORY, LIBELOUS OR
SCANDALOUS STATEMENTS TO ANY THIRD PARTY REGARDING THE COMPANY.
THE COMPANY
AGREES THAT ITS EXECUTIVE OFFICERS HAVE NOT AND WILL NOT MAKE ANY DEROGATORY,
DISPARAGING OR NEGATIVE STATEMENTS ABOUT AZADEH.
DURING THE PERIOD BEGINNING ON
THE SEPARATION DATE AND ENDING ON THE STERMINATION DATE AZADEH FURTHER AGREES
THAT SHE WILL NOT REPRESENT TO ANY PERSON OR ENTITY THAT SHE IS AN AGENT OR
EXECUTIVE OFFICER OF THE COMPANY, OR HAS ANY AUTHORITY TO BIND THE COMPANY.
ON
AND AFTER THE TERMINATION DATE, AZADEH AGREES THAT SHE WILL NOT REPRESENT TO ANY
PERSON OR ENTITY THAT SHE IS AN AGENT OR EMPLOYEE OF THE COMPANY, OR HAS ANY
AUTHORITY TO BIND THE COMPANY.
13.
THIS AGREEMENT AND COMPLIANCE WITH THIS AGREEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION BY THE COMPANY OF ANY LIABILITY WHATSOEVER, OR AS
ADMISSION BY THE COMPANY OF ANY VIOLATION OF THE RIGHTS OF EMPLOYEE, VIOLATION
OF ANY ORDER, LAW, STATUTE, DUTY OR CONTRACT WHATSOEVER.
THE COMPANY
SPECIFICALLY
5
DISCLAIMS ANY LIABILITY TO AZADEH FOR ANY ALLEGED VIOLATION OF THE RIGHTS OF
EMPLOYEE, OR FOR ANY ALLEGED VIOLATION OF ANY ORDER, LAW, STATUTE, DUTY OR
CONTRACT ON THE PART OF THE COMPANY, OR ITS EMPLOYEES OR AGENTS.
14.
THE PARTIES HERETO REPRESENT AND ACKNOWLEDGE THAT IN EXECUTING
THIS AGREEMENT THEY DO NOT RELY AND HAVE NOT RELIED UPON ANY REPRESENTATION OR
STATEMENT MADE BY ANY OF THE PARTIES OR BY ANY OF THE PARTIES' AGENTS, ATTORNEYS
OR REPRESENTATIVES WITH REGARD TO THE SUBJECT MATTER OR EFFECT OF THIS AGREEMENT
OR OTHERWISE, OTHER THAN THOSE SPECIFICALLY STATED IN THIS WRITTEN AGREEMENT.
15.
THIS AGREEMENT SHALL BE BINDING UPON THE PARTIES HERETO AND UPON
THEIR HEIRS, ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS, AND
ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SAID PARTIES AND EACH OF THEM AND TO
THEIR HEIRS, ADMINISTRATORS,