RETURNED TO EXECUTIVE'S PRIOR
EMPLOYERS ALL CONFIDENTIAL, PROPRIETARY INFORMATION BELONGING TO SUCH PRIOR
EMPLOYERS, AND THAT EXECUTIVE DOES NOT POSSESS ANY CONFIDENTIAL, PROPRIETARY
INFORMATION BELONGING TO ANY FORMER EMPLOYER OR THIRD PARTY.
DURING AND AFTER
THE EMPLOYMENT PERIOD, EXECUTIVE SHALL NOT USE OR DISCLOSE TO THE COMPANY, OR TO
ANY OF ITS AFFILIATES, OR TO ANY OTHER PERSON, ANY CONFIDENTIAL OR PROPRIETARY
INFORMATION OR TRADE SECRETS OF ANY OF EXECUTIVE'S PREVIOUS EMPLOYER(S) OR ANY
RELATED ENTITY OF SUCH EMPLOYER(S), AND WILL NOT ACCESS, OR BRING
7
ONTO COMPANY PREMISES, SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION OR TRADE
SECRETS, UNLESS CONSENTED TO IN WRITING BY SUCH EMPLOYER(S) AND THEN ONLY WITH
THE PRIOR WRITTEN AUTHORIZATION OF THE CEO.
EXECUTIVE SHALL BE PERSONALLY
RESPONSIBLE FOR ANY AND ALL LIABILITY RESULTING FROM EXECUTIVE'S BREACH OF THIS
SECTION, AND AS SUCH, SHALL FULLY AND COMPLETELY INDEMNIFY, DEFEND AND HOLD
HARMLESS THE COMPANY, FOR ANY AND ALL SUCH LIABILITY.
III.
CONFLICTS.
EXCEPT WITH RESPECT TO MATTERS PREVIOUSLY DISCLOSED
IN WRITING BY EXECUTIVE TO THE COMPANY, EXECUTIVE HEREBY REPRESENTS AND WARRANTS
TO THE COMPANY THAT THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT
BY EXECUTIVE DOES NOT AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE, OR CAUSE A
DEFAULT UNDER ANY OBLIGATION, CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT,
OR DECREE BY WHICH EXECUTIVE IS BOUND.
IV.
UNDERSTANDING.
EXECUTIVE HEREBY ACKNOWLEDGES AND REPRESENTS, BY
SIGNING THIS AGREEMENT, THAT EXECUTIVE HAS READ THIS AGREEMENT BEFORE SIGNING
IT, AND THAT EXECUTIVE FULLY UNDERSTANDS ITS PURPOSES, TERMS, AND PROVISIONS,
WHICH EXECUTIVE HEREBY EXPRESSLY ACKNOWLEDGES TO BE REASONABLE IN ALL RESPECTS.
EXECUTIVE FURTHER ACKNOWLEDGES RECEIPT OF ONE COPY OF THIS AGREEMENT
(L)
NOTIFICATION OF NEW EMPLOYER.
IN THE EVENT THAT EXECUTIVE'S
EMPLOYMENT IS TERMINATED FOR ANY REASON, EXECUTIVE HEREBY CONSENTS TO THE
NOTIFICATION BY THE COMPANY TO EXECUTIVE'S NEW EMPLOYER OF EXECUTIVE'S RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT.
IN ADDITION, IN THE EVENT THAT EXECUTIVE
PLANS TO RENDER SERVICES TO A COMPANY THAT WORKS IN A SIMILAR FIELD AS THE
COMPANY, EXECUTIVE AGREES TO PROVIDE THE COMPANY WITH AS MUCH NOTICE AS POSSIBLE
OF EXECUTIVE'S INTENTION TO JOIN THAT COMPANY OR BUSINESS BUT IN NO EVENT WILL
EXECUTIVE PROVIDE LESS THAN TWO WEEKS NOTICE OF THAT INTENTION; PROVIDED, THE
PROVISION OF SUCH NOTICE AND THE COMPANY'S RECEIPT THEREOF SHALL NOT DIMINISH
EXECUTIVE'S OBLIGATIONS UNDER THIS AGREEMENT WITHOUT REGARD TO THIS SECTION, AND
SHALL NOT CONSTITUTE A WAIVER OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT.
(M)
BINDING AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE BINDING UPON EXECUTIVE, EXECUTIVE'S HEIRS AND PERSONAL REPRESENTATIVES,
AND THE COMPANY, ITS SUCCESSORS AND ASSIGNS.
(N)
AT-WILL EMPLOYMENT.
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS ON
AN "AT-WILL" BASIS, SUCH THAT NOTHING IN THIS AGREEMENT, OR THE COMPANY'S
PRACTICES, POLICIES, PROCEDURES, OR BENEFITS, SHALL BE CONSTRUED TO ALTER
EXECUTIVE'S STATUS AS AN EMPLOYEE-AT-WILL OF THE COMPANY.
EXECUTIVE MAY RESIGN
FROM THE COMPANY AT ANY TIME AND FOR ANY OR NO REASON, UPON FOURTEEN (14) DAYS
ADVANCE WRITTEN NOTICE.
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT AT