Covenant not to sue clause samples

To the extent that Executive is forty (40) years of age or older, this paragraph shall apply. Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this General Release and Covenant Not to Sue, and the Company agrees that Executive may cancel or revoke this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by the Parties to this General Release and Covenant Not to Sue. In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue. If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make certain payments to Executive or to provide Executive with certain other benefits described in the Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.

Executive acknowledges and agrees that Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive is hereby advised to consult legal counsel prior to execute this General Release and Covenant Not to Sue.

2.5 Covenant Not To Sue. MCK, on behalf of itself and its Subsidiaries, hereby grants to Echo Connect a non-transferable (except as provided in this paragraph and Section5.2), royalty-free and fully paid up covenant not to sue under any patent and patent application to the extent included in the MCK Retained IP but excluding the MCK Excluded Patents (the “Covenant Not to Sue”). The Covenant Not To Sue will terminate upon the earlier of the Echo Connect Closing or the expiration of NewCo’s option to acquire Echo Connect as contemplated by Section2.01(a)(x) of the Contribution Agreement. The Covenant Not To Sue shall be transferable by Echo Connect, but only in connection with the initial transfer of the Echo Connect business to a third party acquirer of such business (and not, for the avoidance of doubt, any subsequent transfer); provided, however, that, notwithstanding the foregoing, the Covenant Not To Sue shall only apply for the period prior to such initial transfer to such third party and in no event shall the Covenant Not To Sue extend to the conduct of the Echo Connect business after such initial transfer (it being understood that MCK shall be permitted to seek all available remedies against any third party for any activity which occurs after such initial transfer).

this General Release and Covenant Not to Sue, Executive must deliver to the Board of Directors and the Company’s General Counsel of the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue.If this General Release and Covenant Not to Sueis timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable, and the Company shall not be obligated to make the payments to Executive or to provide Executive with the benefits identified in Section 1(d) of the Employment Agreement, unless and until the requirements with respect thereto are met.Executive acknowledges that, even if this General Release and Covenant Not to Sue is not executed or is cancelled or revoked by Executive, the provisions of the Employment Agreement that otherwise by their terms survive termination of Executive’s employment shall remain in full force and effect.

No provision of this General Release and Covenant Not to Sue should be read as preventing Executive from making a report to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any governmental agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Justice, or the Attorney General of the State of Colorado, or a state or local fair employment practices agency. While Executive may participate in such investigation or proceeding, Executive acknowledges and agrees that Executive waives Executive’s right to recover monetary damages, of any kind, in such investigation or proceeding arising from, or in any way relating to, Executive’s employment with, or separation from, the Company that may have arisen prior to Executive’s signing of this General Release and Covenant Not to Sue. Executive acknowledges that this Release prohibits Executive from pursuing any claims against the Company seeking monetary relief for Executive and/or as a representative on behalf of others.

3.Covenant Not to Sue.Employee agrees not to institute a Claim of any kind against any of the Releasees.This covenant not to sue includes any and all Claims that Employee, or anyone on Employee’s behalf ever has or now has against any and all of the Releasees, or which Employee, or any of Employee’s heirs, executors, administrators or assigns, hereafter can, shall or may have against any and all of the Releasees for or by reason of any cause, matter, thing, occurrence, or event whatsoever from the date of Employee’s birth to the date that Employee has signed this Release.Employee acknowledges and agrees that this covenant not to sue covers Claims including, but not limited to, (i) any and all Claims based on any law, statute, or constitution or based on contract or in tort or in common law, and any and all Claims based on or arising under any civil rights laws, such as the civil rights laws of any state or jurisdiction, or Title VII, as amended, the ADA, or the Civil Rights Act of 1991, the FMLA, and the Fair Labor Standards Act; (ii) any and all Claims under any grievance or complaint procedure of any kind or for reinstatement; (iii) any and all Claims that this Release or any provision hereof should be avoided or set aside; and (iv) any and all Claims based on or arising out of or related to Employee’s recruitment by, employment with, the termination of his employment with, his performance of any service in any capacity for, or any business transaction with, each or any of the Releasees, including but not limited to the Employment Agreement.

2. Covenant Not to Sue. I covenant and agree never, individually or with any person or in any way, to commence, aid in any way, prosecute or cause or permit to be commenced or prosecuted against any Employer Affiliate any action or other proceeding, including, without limitation, an arbitration or other alternative dispute resolution procedure, based upon any claim, demand, cause of action, obligation, damage, or liability that is the subject of this letter (including its attachments). I represent and agree that I have not and will not make or file or cause to be made or filed any claim, charge, allegation, or complaint, whether formal, informal, or anonymous, with any governmental agency, department or division, whether federal, state or local, relating to any Employer Affiliate in any manner, including without limitation, any Employer Affiliate’s business or employment practices. I waive any right to monetary recovery should any administrative or governmental agency or entity pursue any claim on my behalf.

b.Covenant Not to Sue.Except as expressly set forth in Section 4 below, Employee further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement, other than to enforce her rights under this Agreement.

b.Covenant Not to Sue.Except as expressly set forth in Section 4 below, Employee further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement, other than to enforce his rights under this Agreement.

3. Covenant Not To Sue. A “covenant not to sue” is a legal term which means I promise not to file a lawsuit in court. It is different from the General Release of claims contained in paragraph 1 above. In addition to waiving and releasing the claims covered by that paragraph 1 above, I further agree never to sue the Company and/or any of the other Releasees or become party to a lawsuit on the basis of any claim of any type whatsoever arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees. I agree not to become a member of any class in any case in which claims are asserted against the Company. I warrant and represent that I have not filed any complaint, claim or lawsuit against the Company with any governmental agency or with any court. Notwithstanding this Covenant Not To Sue, I may bring a claim against the Company and/or any of the other Releasees to enforce this Agreement or to challenge the validity of this Waiver and Release Agreement under the ADEA. I further acknowledge and agree in the event that I breach this paragraph, then (i)the Company shall be entitled to apply for and receive an injunction to restrain such violation of this paragraph, (ii)I shall be obligated to pay the Company its costs and expenses incurred in enforcing this paragraph and defending against such lawsuit (including court costs, expenses and reasonable legal fees), and (iii)as an alternative to (ii), at the Company’s option, I shall be obligated upon demand to repay to the Company all but $250 of any severance payment paid to me under paragraph 2 of the Letter Agreement. I further agree that this Covenant Not to Sue will not affect the validity of the Letter Agreement and will not be deemed to be a penalty or a forfeiture.

Covenant Not to Sue.A "covenant not to sue" is a legal term which means you promise not to file a lawsuit in court.It is different from the general release of claims covered above. In addition to waiving and releasing the claims set forth above in Section 4, you further agree never to sue the Company in any forum for any reason covered by the claims addressed in Section 4.If you sue the Company, you shall be liable to the Company for its reasonable attorneys' fees and other litigation costs incurred in defending against such a suit.Notwithstanding this covenant not to sue, you may bring a claim against the Company to enforce this Agreement.

6.Covenant Not to Sue. A “covenant not to sue” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the General Release of claims contained in Section 4 above. Besides waiving and releasing the claims covered by Section 4 above, Executive further agrees never to sue the Company or join any lawsuit against the Company in any forum for any reason, with respect to claims, laws or theories covered by the General Release language in Section 4 above, but excluding claims excluded from the General Release language in Section 5 and provided further thatExecutive may bring a claim against the Company to enforce the Agreement or to challenge the validity of the Agreement, the Initial Release and/or the Second Release under the ADEA. If Executive sues the Company in violation of this Section, she shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Alternatively, if Executive sues the Company in violation of this Section, the Company can require Executive to return all but $500 of the money paid to her pursuant to the Agreement. In that event, the Company shall be excused from making any further payments or continuing any other benefits otherwise owed to Executive under Section 2 of the Agreement and Section 3 of the Second Release, it being acknowledged, that it would not violate any part of the Agreement or the Second Release for Executive to sue Company to enforce the Agreement, or to challenge the validity of the Agreement, the Initial Release and/or Second Release under the ADEA.

9. Covenant Not to Sue. Employee further agrees that the amounts and covenants contained herein are of greater value than anything to which Employee is already entitled, and Employee affirms that she has not filed, has not caused to be filed, is not presently a party to, and will not file, permit to be filed on her behalf, or become a party to any claim, lawsuit, or arbitration relating to any aspect of her employment or its termination, other than to enforce the provisions of this Agreement or the Plan. Employee understands and agrees that, except for any vested benefits she may have pursuant to ERISA, she will not be entitled to any other compensation beyond that which UCH or Company has agreed to provide herein or in the Plan. Employee understands that this covenant not to sue is an affirmative promise by Employee not to sue any of the Releasees, which is in addition to the general release of claims in Section7 above. However, nothing in this Agreement affects Employee’s right to challenge the validity of this Agreement under the Age Discrimination in Employment Act. If Employee breaches this Agreement by suing any of the Releasees in violation of this covenant not to sue, Employee understands that (a)the Releasees will be entitled to apply for and receive an injunction to restrain any violation of this paragraph, and (b)Employee will be required to pay the Releasees’ legal costs and expenses, including reasonable attorney fees, associated with defending against the lawsuit and enforcing the terms of this Agreement.

This letter confirms the agreement (“Agreement”) between you and Marin Software Incorporated (the “Company”) concerning the terms of your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.

c. Covenant Not to Sue. Except as expressly set forth in Paragraph 5 below, Executive further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement.

3. Covenant Not to Sue.By signing this Release, Executive represents that she has not and will not in the future commence any action or proceeding arising out of the Claims described in Section 1, and that she will not seek or be entitled to any award of legal or equitable relief in any such action or proceeding that may be commenced on her behalf.The provisions of this Section 3 constitute a “covenant not to sue.”A “covenant not to sue” is a legal term which means the Executive promises not to file a lawsuit in court.It is different from the release of Claims contained in Section 1 above.Besides waiving and releasing Claims covered by Section 1, Executive further agrees never to sue any Company Releasee in any forum for any reason covered by the release of Claims.Notwithstanding this covenant not to sue, Executive may bring a Claim against the Company to enforce her right to Severance under the Agreement or to challenge the validity of this Release under the Age Discrimination in Employment Act, and may file a charge or cooperate with, provide information to, or participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC”) or any other federal or state regulatory or law enforcement agency, provided that Executive’s right to personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) is waived pursuant to Section 1 (unless excepted by Section 2).If Executive sues a Company Releasee in violation of this Release, she shall be liable to the Company Releasee for its reasonable attorneys’ fees and other litigation costs incurred in defending against the suit.Alternatively, if the Executive sues a Company Releasee in violation of this Release, the Company can require the Executive to return all but One Thousand Dollars ($1,000.00) of the Severance.