(A)
ANY AND ALL CLAIMS RELATING TO OR ARISING FROM EMPLOYEE'S
EMPLOYMENT RELATIONSHIP WITH COMPANY AND THE TERMINATION OF THAT RELATIONSHIP;
(B)
ANY AND ALL CLAIMS UNDER THE LAW OF ANY JURISDICTION INCLUDING,
BUT NOT LIMITED TO, BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF A
COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; PROMISSORY
ESTOPPEL; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; BREACH OF FIDUCIARY DUTY;
BREACH OF DUTY OF LOYALTY; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT
OR PROSPECTIVE ECONOMIC ADVANTAGE; UNFAIR BUSINESS PRACTICES; DEFAMATION; LIBEL;
SLANDER; NEGLIGENCE; CONVERSION, AND ANY AND ALL CLAIMS FOR VIOLATION OF ANY
FEDERAL OR STATE CONSTITUTION AND FEDERAL, STATE OR MUNICIPAL STATUTE,
INCLUDING, BUT NOT LIMITED TO, THE CALIFORNIA BUSINESS & PROFESSIONS CODE, OR
SIMILAR LAWS; AND
(C)
ANY AND ALL CLAIMS FOR ATTORNEYS' FEES AND COSTS.
Company and Employee agree that the release set forth in this section shall be
and remain in effect in all respects as a complete general release as to the
matters released.
Notwithstanding, the Parties agree that the Company's release
in this paragraph 6A does not apply to any misappropriation of Company trade
secret information nor to any criminal conduct against the Company for which
Executive may have been convicted such as fraud or embezzlement, and that it
similarly does not extend to any obligations incurred under this Agreement.
7.
CIVIL CODE SECTION 1542.
THE PARTIES REPRESENT THAT THEY ARE NOT
AWARE OF ANY CLAIM BY EITHER OF THEM OTHER THAN THE CLAIMS THAT ARE RELEASED BY
THIS AGREEMENT.
EXECUTIVE AND COMPANY ACKNOWLEDGE THAT THEY HAVE EACH BEEN
ADVISED BY LEGAL COUNSEL AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA
CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
5
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.
Each of the Parties, being aware of said code section, agrees to expressly waive
any rights he or it may have thereunder, as well as under any other statute or
common law principles of similar effect.
8.
ASSISTANCE TO COMPANY.
EXECUTIVE AGREES TO PROVIDE THE FOLLOWING
ASSISTANCE TO EFFECT A PROPER TRANSITION OF DUTIES.
SPECIFICALLY, EXECUTIVE
AGREES TO DELIVER ELECTRONICALLY IN AN APPROPRIATE MICROSOFT OFFICE COMPATIBLE
DOCUMENT:
1)
FOR INTELLECTUAL PROPERTY DEVELOPMENT
AND DEFENSE:
A)
ALL CONTACT NAMES, ADDRESSES, EMAIL
ADDRESSES, AND PHONE NUMBERS OF ATTORNEYS AND CONSULTANTS USED IN THIS PROCESS;
B)
A STATUS FOR EACH MAJOR ACTIVITY CURRENT
INCLUDING BUT NOT LIMITED TO: THE NCR ACTION, THE REVIEW BY INDIAN CONSULTANTS
OF OUR PATENTS, AND THE CONSOLIDATION OF OUR PROSECUTION ATTORNEYS; AND
2)
FOR PARTNER DISCUSSIONS WITH * OR OTHERS
ABOUT *:
A)
ALL CONTACT NAMES, ADDRESSES, EMAIL
ADDRESSES, AND PHONE NUMBERS OF ATTORNEYS AND CONSULTANTS USED IN THIS PROCESS;
AND
B)
A STATUS FOR EACH ACTIVITY CURRENT
3)
INFORMATION AND UPDATE RELATING TO
ONGOING M&A