P.M. ON THE SEVENTH DAY
FOLLOWING HER EXECUTION OF THIS AGREEMENT.
H.
UNDERSTANDS THAT RIGHTS OR CLAIMS UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967 (29 U.S.C. § 621, ET SEQ.) THAT MAY ARISE AFTER THE DATE
THIS AGREEMENT IS SIGNED ARE NOT WAIVED.
9.
THE PARTIES AGREE THAT ANY CHANGE MADE
TO THE AGREEMENT OFFERED TO CLARK ON OCTOBER 31, 2008, WHETHER MATERIAL OR
IMMATERIAL AND REGARDLESS OF THE REASON FOR THE CHANGE, WILL NOT RESTART THE
RUNNING OF THE TWENTY-ONE (21) DAY PERIOD.
10.
THIS AGREEMENT HAS BEEN INDIVIDUALLY
NEGOTIATED AND IS NOT PART OF A GROUP EXIT INCENTIVE OR OTHER TERMINATION
PROGRAM.
11.
CLARK SPECIFICALLY ACKNOWLEDGES THAT HER
EMPLOYMENT BY ALIGN CREATED A RELATIONSHIP OF TRUST BETWEEN CLARK AND THE
COMPANY WITH RESPECT TO ANY INFORMATION OF A CONFIDENTIAL OR SECRET NATURE OF
WHICH SHE BECAME AWARE DURING THE PERIOD OF HER EMPLOYMENT AND WHICH (I) RELATES
TO THE BUSINESS OF THE COMPANY, OR TO THE BUSINESS OF ANY CUSTOMER, LICENSOR OR
SUPPLIER OF THE COMPANY; OR (II) IS PROCESSED BY THE COMPANY AND HAS BEEN
CREATED, DISCOVERED OR DEVELOPED BY, OR HAS OTHERWISE BECOME KNOWN TO THE
COMPANY THAT HAS COMMERCIAL VALUE TO THE BUSINESS IN WHICH THE COMPANY IS
ENGAGED.
ALL SAID INFORMATION IS HEREINAFTER CALLED "PROPRIETARY INFORMATION."
BY WAY OF ILLUSTRATION, AND NOT IN LIMITATION,
4
PROPRIETARY INFORMATION INCLUDES TRADE SECRETS, PROCESSES, COMPUTER PROGRAMS,
DATA, KNOW HOW, STRATEGIES, FORECASTS, CUSTOMER LISTS, PRICING, TESTING METHODS
AND RESULTS, CLINICAL TRIAL DATA, PRODUCT DESIGNS, PRODUCT PERFORMANCE DATA,
POLICIES, OPERATIONAL PROCEDURES, STAFFING, BILLING AND COLLECTION PRACTICES,
AND CONTRACT PROVISIONS AND PHILOSOPHIES.
AT ALL TIMES CLARK 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.
CLARK HEREBY AGREES THAT ALL PROPRIETARY
INFORMATION SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY AND ITS
ASSIGNS.
CLARK FURTHER ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT ENTERED INTO BY CLARK AND DATED
SEPTEMBER 25, 2006, REMAINS IN FULL FORCE AND EFFECT AND IS UNAFFECTED BY THIS
AGREEMENT.
CLARK 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.
CLARK AGREES NOT TO INTERFERE WITH THE
COMPANY'S RELATIONSHIP WITH CURRENT OR PROSPECTIVE EMPLOYEES, SUPPLIERS, OR
INVESTORS.
CLARK 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 CLARK. ON AND
AFTER THE TERMINATION DATE, CLARK AGREES THAT SHE WILL NOT REPRESENT TO ANY
PERSON OR ENTITY THAT SHE IS AN AGENT OR EMPLOYEE OF