Acknowledgments and Affirmations Contract Clauses (45)
Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Acknowledgments and Affirmations clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Acknowledgments and Affirmations. Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against the Employer in any forum whatsoever. In the event that any such claim, charge, complaint or action is or has been filed arising out of any conduct, act or omission through the date of Employee's execution of this Agreement, Employee shall take all necessary steps to withdraw such ~3~ claim, charge, complaint or action, with prejudice, and shall not be entitled to recover any relief or ...damages therefrom, including costs and attorney's fees. Except as provided for in this Agreement or excepted by Section 2, Employee also affirms that: (i) Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Employee signs this Agreement; (ii) that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Employee also affirms that Employee has not divulged any proprietary or confidential information of the Employer and will continue to maintain the confidentiality of such information consistent with the Employer's policies, this Agreement and any other agreement(s) with the Employer and/or common law. Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by the Employer or its officers, including any allegations of corporate fraud. 6 Return of Property. Employee affirms that Employee has returned all the Employer's property, documents, and/or any confidential information in Employee's possession or control. Employee also affirms that Employee is in possession of all of Employee's property that Employee had at the Employer's premises and that the Employer is not in possession of any of Employee's property.View More
Acknowledgments and Affirmations. a. Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Employer or the Employer Releasees anywhere in any forum whatsoever. In the event that any such claim, charge, complaint or action is or has been filed arising out of any conduct, act or omission through the date of Employee's execution of this Agreement, Employee shall take all necessary steps to withdraw such ~3~ claim, charge, complaint or action, with prejudice, and shall not be ...entitled to recover any relief or damages therefrom, including costs and attorney's fees. Except as provided for in this Agreement or excepted by Section 2, world. b. Employee also affirms that: (i) that if Employee is a non-exempt employee entitled to overtime pay for hours worked in excess of 40 in one week, Employee has reported all hours worked as of the date Employee signs this Separation Agreement and Release; and, whether or not exempt, has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which are due and payable as of the date Employee signs this Agreement; (ii) may be entitled. c. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related other state or local leave or disability accommodation laws. Employee also affirms that Employee has not divulged any proprietary or confidential information of the Employer and will continue to maintain the confidentiality of such information consistent with the Employer's policies, this Agreement and any other agreement(s) with the Employer and/or common law. d. Employee further affirms that Employee has no known workplace injuries or occupational diseases. e. Employee also affirms that Employee has not divulged any proprietary or confidential information, or trade secrets, of Employer or the Releasees and will continue to maintain the confidentiality of such information in perpetuity consistent with Employer's policies and Employee's agreement(s) with Employer, the Releasees, and/or statutory and common law. Employee confirms he or she is in compliance with the confidentiality/non-solicitation agreement entered into by Employee in connection with Employee's initial hiring by the Employer. f. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Employer, the Employer Releasees, or its their officers, including any allegations of corporate fraud. 6 Return g. Employee understands that this Separation Agreement and Release does not limit your right, where applicable, to file or participate in an investigative proceeding of Property. any federal, state, or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made on behalf of Employee, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. h. Employee acknowledges that Employee's benefits hereunder, and the Employer's obligations to make payments hereunder, shall be terminated upon Employee's breach of any covenant or obligation contained in this Separation Agreement and Release and/or in any exhibits hereto; notwithstanding such termination, the General Release and other obligations of Employee hereunder shall survive any such termination. The foregoing shall be in addition to, and not in limitation of, any of the Employer's rights and remedies, including, without limitation, those of specific performance and equitable remedies, at law and/or pursuant to any exhibits hereto. i. Employee further affirms that after the Separation Date, the Employee has returned will not represent himself as being a current employee, officer, attorney, agent or representative of the Employer or any other Affiliate for any purpose, but may identify himself as a consultant to the Company during the term of his consultancy arrangement, and may refer to himself as a member of its Board of Directors during his tenure as such (and thereafter may refer to such roles in the past tense). Without limiting the foregoing, the Employee specifically agrees to update any and all social media accounts the Employer's property, documents, and/or any confidential information in Employee's possession Employee accesses, uses or control. Employee also affirms maintains to reflect the fact that the Employee is no longer employed by the Employer within three days of the Separation Date, but instead is a consultant to the Company during the term of his consultancy arrangement, and may refer to himself as a member of its Board of Directors during his tenure as such (and thereafter may refer to such roles in possession the past tense). For purposes of this Section, social media accounts include but are not limited to Facebook, LinkedIn, Twitter and Four Square. 6. Accrued Salary; Vacation Pay. Regardless of whether Employee executes this Separation Agreement and Release, the Employer (a) shall pay Employee any accrued, but unpaid, Base Salary for services rendered through the Date of Termination, (b) shall pay Employee any earned, but unused, vacation days for the period prior to the date Employee's employment terminates, in accordance with Company policy, up to a maximum of 20 days and (c) shall reimburse Employee for all reasonable and customary business expenses in accordance with Company policies and practices. These payments shall be less all applicable withholdings for federal, state and local income taxes, Social Security, and all other customary withholdings. Except as provided in this Separation Agreement and Release, Employee shall not be entitled to any other sum of money or benefits from the Employer. Payment of all of Employee's property that Employee had at the Employer's premises compensation and that the Employer is not benefits specified in possession of any of Employee's property. this Separation Agreement and Release shall be subject to all legally required and customary withholdings. View More
Acknowledgments and Affirmations. Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against the Employer in any forum whatsoever. In the event that any such claim, charge, complaint or action is or has been filed arising out of any conduct, act or omission through the date of Employee's execution of this Agreement, Employee shall take all necessary steps to withdraw such ~3~ claim, charge, complaint or action, with prejudice, and shall not be entitled to recover any relief or ...damages therefrom, including costs and attorney's fees. Except as provided for in this Agreement or excepted by Section 2, The Company. Employee also affirms that: (i) that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Employee signs this Agreement; (ii) Agreement. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Employee will not make any defamatory or maliciously disparaging comments, whether oral or written, about The Company, its officers, directors, employees, agents or its products, services or business. Employee further affirms that Employee has no known workplace injuries or occupational diseases that have not been previously reported to The Company. Employee acknowledges and agrees that Employee remains bound by any legal obligations contained in the Non-Competition, Non-Solicitation and/or Confidentiality Agreement with the Company, executed on March 12, 2001. Employee also affirms that Employee has not divulged any proprietary or confidential information of the Employer The Company and will continue to maintain the confidentiality of such information consistent with the Employer's policies, this Agreement The Company's policies and any other Employee's agreement(s) with the Employer The Company and/or common law. Employee further affirms that during the term of employment, Employee has no known workplace injuries had access to and has become familiar with various trade secrets and other confidential and proprietary business information of the Company. Employee agrees that the Company has taken reasonable steps to preserve the confidentiality of these trade secrets and other confidential and proprietary information. Employee agrees not to disclose, directly or occupational diseases. indirectly, or use in any way, any such trade secrets or 2 3471 River Hills Drive Cincinnati, Ohio 45244 513.271.3700 meridianbioscience.com other confidential or proprietary business information. Employee further affirms also agrees that Employee has not been retaliated against for reporting taken with Employee originals or copies of any allegations Company information, its trade secrets and other confidential or proprietary business information. By signing this Agreement, Employee acknowledges that Employee is aware that it is The Company's policy that all employees immediately report to their supervisor, other management personnel, or the appropriate state and federal authorities, any activity that is, was, or may be in violation of wrongdoing by the Employer state or its officers, including federal laws or Company policies and procedures. Employee hereby represents that sufficient opportunities were made available to Employee to make such report(s), and that Employee has not witnessed any allegations activity in violation of corporate fraud. 6 Return of Property. federal or state laws or Company policies. Employee affirms that Employee has returned all the Employer's property, documents, and/or any confidential information in Employee's possession or control. Employee also affirms that Employee is in possession of all of The Company's decisions regarding Employee's property that Employee had at pay and benefits through the Employer's premises and that the Employer is not in possession of any date of Employee's property. execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. View More
Acknowledgments and Affirmations. Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against the Employer in any forum whatsoever. In the event that any such claim, charge, complaint or action is or has been filed arising out of any conduct, act or omission through the date of Employee's execution of this Agreement, Employee shall take all necessary steps to withdraw such ~3~ claim, charge, complaint or action, with prejudice, and shall not be entitled to recover any relief or ...damages therefrom, including costs and attorney's fees. Except as provided for in this Agreement or excepted by Section 2, Releasees. Employee also affirms that: (i) that, except as expressly provided herein, Employee has been paid and/or has received all compensation, wages, bonuses, severance, commissions, incentive compensation and/or benefits which that are due and payable as to Employee under the terms of the date Employee signs this Agreement; (ii) any agreement, policy, practice, program or plan.Employee affirms that Employee has been granted any leave all leaves to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Employee further affirms that Employee has no known workplace injuries or occupational diseases.Employee also affirms that Employee has not divulged any proprietary or confidential information of the Employer Company and will continue to maintain the confidentiality of such information consistent with the Employer's Company's policies, this Agreement any agreement signed by Employee, including, if applicable, any proprietary information and any other agreement(s) with the Employer inventions agreement, which is expressly incorporated herein by reference, and/or common law. Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee law.Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by the Employer Company or its officers, including any allegations of corporate fraud. 6 Return of Property. Employee fraud.Employee affirms that all of the Company's decisions regarding Employee's pay and benefits through the Transition Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.Employee agrees that, after the Transition Date, he will not represent himself as being an employee, officer, attorney, agent or representative of the Company for any purpose. Without limiting the foregoing, Employee has returned specifically agrees to update any and all social media accounts the Employer's property, documents, and/or any confidential information in Employee's possession Employee accesses, uses or control. Employee also affirms maintains to reflect the fact that the Employee is in possession no longer employed by the Company within sixty (60) days of all the Transition Date. For purposes of this paragraph, social media accounts include but are not limited to Facebook, LinkedIn, Twitter and Four Square.6.Acknowledgement. Employee understands that the nature of Employee's property position has provided Employee with access to and knowledge of Confidential Information, and has placed Employee in a position of trust and confidence with Company. Employee understands and acknowledges that the intellectual services Employee had at provided to Company are unique, special or extraordinary. Employee further understands and acknowledges that Company's ability to reserve these for the Employer's premises exclusive knowledge and use of Company is of great competitive importance and commercial value to Company, and that the Employer improper use or disclosure by Employee is not likely to result in possession of any of Employee's property. unfair or unlawful competitive activity. View More
Acknowledgments and Affirmations. Executive affirms that: (a) Executive has not filed, caused to be filed, or presently is a party to any claim against the Company; (b) Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Executive signs this Agreement; (c) Executive has no known workplace injuries or occupational diseases; and (e) Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or i...ts officers, including any allegations of corporate fraud. b.Notwithstanding any other provision of this Agreement, if Executive files a lawsuit for retaliation by Company for reporting a suspected violation of law, Executive may disclose the Company's trade secrets to Executive's attorney and use the trade secret information in the court proceeding if Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.7.Cooperation. Following Executive's termination or resignation, Executive shall assist and cooperate with the Company in the orderly transition of work to others if so requested by the Company. Executive shall cooperate with the Company and be responsive to requests for information relating to business matters about which Executive may have information or knowledge and reasonably assist the Company, as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to the Company's business as to which business Executive had relevant knowledge, and the Company shall reimburse Executive for reasonable costs, including attorneys' fees and expenses, actually incurred by Executive in connection with such assistance.8.Non-disparagement. Executive understands and agrees that as a condition for the consideration herein described, Executive shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, regarding the Company or any of its affiliates, subsidiaries, directors, officers, Executives, agents or representatives or about the Company's or its subsidiaries' business affairs and/or financial condition. Executive understands and agrees that Executive's commitment not to defame, disparage, or impugn Company's reputation constitutes a willing and voluntary waiver of Executive's rights under the First Amendment of the United States Constitution and other laws. However, these non-disparagement obligations, do not limit Executive's ability to truthfully communicate with the EEOC, DOL, NLRB, SEC, and comparable state or local agencies or 18 departments whether such communication is initiated by Executive or in response to the government.9.Communications with Government Agencies. Nothing in this Agreement or any other agreement between Company and Executive or any policy of Company:a.prohibits Executive from communicating with Government Agencies about a potential violation of the law;b.limits Executive's ability, without notice to or approval from Company: (i) to file a charge or complaint with a Government Agency; (ii) to participate in an investigation or proceeding conducted by a Government Agency; or (iii) to provide information or documents to a Government Agency in connection with an investigation or proceeding; orc.restricts Executive's right to receive a reward or incentive for information provided to a Government Agency.10.Amendment and Waiver. This Agreement shall be binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties hereto. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors, successors and administrators. No delay or omission by the Company or Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.11.Validity. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.12.Nature of Agreement. Executive understands and agrees that this Agreement is a separation agreement and does not constitute an admission of liability or wrongdoing on the part of the Company.View More
Acknowledgments and Affirmations. a. Executive affirms that: (a) that Executive has not filed, filed or caused to be filed, or presently filed and is not a party to any claim claim, complaint, or action against any of the Company; (b) Releasees in any forum or form. b. Executive also affirms that Executive has reported all hours worked as of the date Executive executes this Release and has been paid and/or or has received all compensation, wages, bonuses, commissions, and/or and benefits to which Executive may be entitled and th...at no other compensation, wages, bonuses, commissions or benefits are due and payable as to Executive with the exception of the date payments and benefits pursuant to Section 7(b) of the Employment Agreement. c. Executive signs this Agreement; (c) further affirms that Executive has no known workplace injuries or occupational diseases; diseases. Executive also affirms that Executive has been granted any leave to which Executive was entitled under the Family and (e) Medical Leave Act or related state or local leave or disability accommodation laws. d. Executive also affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or any of its officers, including any directors or associates including, but not limited to, allegations of corporate fraud. b.Notwithstanding e. Executive further affirms that all of the Company's decisions regarding Executive's pay and benefits through the date of Executive's execution of this Release were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. 2 f. Executive also affirms that Executive has returned all Company property in Executive's possession or control and has deleted any Confidential Information stored on any electronic device, web-based email or other storage location not owned by the Company but within the Executive's possession or control. g. Executive acknowledges that no provision of this Agreement, if Executive files a lawsuit for retaliation by Company for reporting a suspected violation of law, Executive may disclose the Company's trade secrets to Executive's attorney and use the trade secret information in the court proceeding if Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.7.Cooperation. Following Executive's termination or resignation, Executive shall assist and cooperate with the Company in the orderly transition of work to others if so requested by the Company. Executive shall cooperate with the Company and be responsive to requests for information relating to business matters about which Executive may have information or knowledge and reasonably assist the Company, as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to the Company's business as to which business Executive had relevant knowledge, and the Company shall reimburse Executive for reasonable costs, including attorneys' fees and expenses, actually incurred by Executive in connection with such assistance.8.Non-disparagement. Executive understands and agrees that as a condition for the consideration herein described, Executive shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, regarding the Company or any of its affiliates, subsidiaries, directors, officers, Executives, agents or representatives or about the Company's or its subsidiaries' business affairs and/or financial condition. Executive understands and agrees that Executive's commitment not to defame, disparage, or impugn Company's reputation constitutes a willing and voluntary waiver of Executive's rights under the First Amendment of the United States Constitution and other laws. However, these non-disparagement obligations, do not limit Executive's ability to truthfully communicate with the EEOC, DOL, NLRB, SEC, and comparable state or local agencies or 18 departments whether such communication is initiated by Executive or in response to the government.9.Communications with Government Agencies. Nothing in this Agreement or any other Agreement between Executive and the Company shall be construed to prohibit or otherwise restrict Executive from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information. h. Executive acknowledges and agrees that Executive has entered into agreements with the Company containing certain non-disparagement, cooperation, return of property, nondisclosure, intellectual property assignment, non-competition, and non-solicitation provisions, including as set forth in a Confidential and Proprietary Information Agreement and Executive's Employment Agreement including without limitation, the Restrictive Covenant and Mandatory Arbitration Agreement and that Executive shall be bound by, and shall continue to comply with Employee's surviving obligations under those agreements and any other agreement between Employee and the Company (the "Continuing Obligations"). Executive further represents and warrants that he has complied with the terms of the Employment Agreement and his fiduciary obligations to the Company and Executive or has not engaged in any policy of Company:a.prohibits Executive from communicating with Government Agencies about a potential violation of conduct while employed at the law;b.limits Executive's ability, without notice to or approval from Company: (i) to file a charge or complaint with a Government Agency; (ii) to participate in an investigation or proceeding conducted by a Government Agency; or (iii) to provide information or documents Company that would give rise to a Government Agency in connection with an investigation or proceeding; orc.restricts Cause separation under the Employment Agreement ("Representations"). Notwithstanding anything contained herein, Executive's right to receive a reward severance payments and benefits under the Employment Agreement are conditioned on and subject to (A) Executive's or incentive for information provided to a Government Agency.10.Amendment where applicable, Executive's estate's execution and Waiver. This Agreement shall be binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties hereto. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors, successors and administrators. No delay or omission by the Company or Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.11.Validity. Should any provision non-revocation of this Agreement be declared or be determined by any court Release of competent jurisdiction to be illegal or invalid, claims against Releasees, (B) Executive's compliance with his Continuing Obligations, and (C) the validity truth of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.12.Nature of Agreement. Executive's Representations. i. Executive understands acknowledges and agrees that this that Executive's cooperation obligation under the Employment Agreement includes, but is a separation agreement not limited to, providing information relating to work transition matters (contact details for current and does not constitute an admission prospective targets, lenders, brokers, venture capitalists, etc. and lists and summaries of liability pending or wrongdoing on potential transactions). Further, Executive acknowledges and agrees that Executive shall be reasonably available to the part of Company as set forth in the Company. Employment Agreement. View More
