and ending on the date that
is six months following the date of Executive's separation.
The amount of
any payment or benefit that otherwise would be paid or provided to Executive
under this Agreement during this period instead shall be paid or provided to
Executive on the first business day coincident with or next following the
date that is six months and one day following the date of Executive's
separation.
Each payment or benefit under this Agreement shall be treated
as a separate payment for purposes of Code Section 409A.
EXECUTIVE AND THE COMPANY EXPRESSLY WARRANT AND REPRESENT THAT THEY HAVE READ
THIS AGREEMENT IN ITS ENTIRETY, THAT THEY UNDERSTAND EACH OF ITS TERMS, THAT
THEY HAVE REVIEWED THIS AGREEMENT WITH INDIVIDUALS OF THEIR OWN CHOOSING, AND
THAT THEY HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND INTEND TO BE BOUND
THEREBY.
AGREED AND SERVICES, LLC.
________________________________ By:
______________________________
[Name]
Title:
______________________________Title:
______________________________
Dated: __________________________ Dated: ______________________________
Attachment
USCC SERVICES, LLC
CONFIDENTIALITY/NON-SOLICITATION/NON-COMPETITION AGREEMENT
In consideration and as a condition of receipt of benefits under the Retention
Agreement dated __________________, 2018 ("Retention Agreement") with USCC
Services, LLC, including its parents, subsidiaries and affiliates, and the
predecessors, successors or assignors of any of them (hereinafter referred to as
"Employer" or "Company"), Executive acknowledges and agrees as follows regarding
the confidentiality of information, the non-solicitation of customers and
employees of Employer and its affiliates as well as non-competition:
1.
AGREEMENT REGARDING CONFIDENTIALITY.
DURING AND AFTER
EXECUTIVE'S EMPLOYMENT AND THE PERIOD OF ANY WRITTEN CONSULTING AGREEMENT WITH
EMPLOYER, EXCEPT AS REQUIRED IN EXECUTIVE'S DUTIES TO EMPLOYER, EXECUTIVE AGREES
TO HOLD IN STRICT CONFIDENCE AND/OR NOT USE FOR EXECUTIVE'S OWN BENEFIT, AND NOT
DISCLOSE TO OR USE FOR THE BENEFIT OF ANY PERSON, FIRM, OR CORPORATION, WITHOUT
THE EXPRESS WRITTEN AUTHORIZATION OF EMPLOYER, ANY CONFIDENTIAL INFORMATION OR
TRADE SECRETS, AS DEFINED HEREIN. IN ADDITION, EXECUTIVE AGREES TO PROTECT AND
MAINTAIN THE PRIVACY AND SECURITY OF ANY PERSONAL DATA OBTAINED DURING THE
COURSE OF EMPLOYMENT AND THE DURATION OF ANY WRITTEN CONSULTING AGREEMENT WITH
EMPLOYER OR TO WHICH EXECUTIVE HAS ACCESS, CONSISTENT WITH COMPANY POLICIES AND
IN ACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL PRIVACY AND SECURITY
LAWS AND WHERE APPLICABLE, COMPLY WITH THE PRIVACY OF HEALTH AND MEDICAL
INFORMATION COVERED BY THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
OF 1996.
EXECUTIVE WILL REFRAIN FROM, BY ACT OR OMISSION, PLACING THE COMPANY
IN VIOLATION OF ANY APPLICABLE PRIVACY OR DATA PROTECTION LAW.
THIS PROMISE OF
CONFIDENTIALITY IS IN ADDITION TO ANY COMMON LAW OR STATUTORY RIGHTS OF COMPANY
TO PREVENT DISCLOSURE OF ITS AND ITS AFFILIATES' CONFIDENTIAL INFORMATION AND/OR
TRADE SECRETS.
2.
CONFIDENTIAL INFORMATION DEFINED.
"CONFIDENTIAL
INFORMATION" MEANS ANY INFORMATION THAT EXECUTIVE LEARNS OR DEVELOPED DURING THE
COURSE OF EMPLOYMENT OR DURING THE PERIOD OF ANY WRITTEN CONSULTING AGREEMENT
WITH COMPANY THAT GIVES THE COMPANY OR ANY OF ITS AFFILIATES A COMMERCIAL
ADVANTAGE OVER A COMPETITOR THAT DOES NOT HAVE SUCH INFORMATION AND/OR
INFORMATION THAT IS NOT GENERALLY KNOWN TO PERSONS OR ENTITIES OUTSIDE THE