6. Return of Company Property. Employee affirms that the Employee has returned to the Company all property of the Company in Employees possession or control, including without limitation all records, electronic devices, paper and electronic files, documents, software programs, and copies thereof, pertaining to the business of the Company, which records, files, documents and programs may constitute trade secrets and proprietary information belonging solely to the Company. Employee may not retain copies of any such records, files, documents or programs, and hereby relinquishes and assigns to the Company, as applicable, any and all rights, if any, that Employee may have in any such records, files, documents or programs.
7. Non-disparagement. Employee agrees that Employee will not disparage the Released Parties or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement. The foregoing shall not be violated by truthful statements in response to legal process, required government testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceeding).
8. No Admission of Wrongful Conduct. Employee hereby acknowledges and agrees that, by the Company providing the consideration described above and entering into this Separation Agreement, neither the Company nor any of the other Released Parties is admitting any unlawful or otherwise wrongful conduct or liability to Employee or Employees heirs, executors, administrators, assigns, agents, or other representatives.
9. No Reemployment or Future Association. Employee hereby agrees that the Employee shall not seek reinstatement or reapply for future employment with the Company. If Employee seeks reinstatement or reapplies for employment in violation of this Section 10, the Company shall not incur any liability by virtue of its refusal to hire Employee or consider Employee for employment.
10. Taxes. The Company may withhold from any amounts payable under this Separation Agreement all federal, state, city or other taxes that the Company determines it is legally required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Separation Agreement, the Company shall not be obligated to guarantee any particular tax result for Employee with respect to any payment provided to Employee hereunder, and Employee shall be solely responsible for any taxes imposed on Employee with respect to any such payment.
11. Governing Law. This Separation Agreement shall in all respects be interpreted, construed and governed by and in accordance with the internal substantive laws of the State of Texas, without regard to its conflict of law rules.
12. Forum Selection. Employee and the Company agree that the exclusive venue for any action arising from or relating to this Separation Agreement shall be in a court of competent jurisdiction in Harris, Texas. Employee submits to the personal jurisdiction of such courts; consents to service of process in connection with any action, suit or proceeding against Employee; and waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
13. No Waiver for Failure to Enforce. The failure by any party to this Separation Agreement to enforce at any time, or for any period of time, any one or more of the terms or conditions of this Separation Agreement shall not be a waiver of such terms or conditions of this Separation Agreement or of such partys right thereafter to enforce each and every term and condition of this Separation Agreement.
14. Severability. If any clause, sentence, provision, section or part of this Separation Agreement for any reason whatsoever be adjudged by any court of competent jurisdiction, or be held by any other competent authority having jurisdiction, to be invalid, unenforceable, or illegal, such judgment or holding shall not affect, impair, or invalidate the remainder of this Separation Agreement, but shall be confined in its operation to the clause, sentence, provisions, section, or part of this Separation Agreement directly involved, and the remainder of this Separation Agreement shall remain in full force and effect.
2103 CityWest Blvd. Building #4, Suite 800, Houston, TX 77042 Office: (346) 241-3400 Fax: (713) 278-8870