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SEC Filings

COSI INC filed this Form 8-K on 02/07/2017
Entire Document

Execution Version
11.           Acknowledgements by Contractor.

(a)           Contractor acknowledges and agrees that (a) the Company is developing and growing its business throughout the United States and Internationally, through company development, franchise development, license agreements, and strategic partnerships, and (b) the periods of time, geographical scope and other limitations provided for in Sections 6 and 10 above are the minimum such terms necessary to protect and maintain the proprietary interests, business and goodwill of the Company and its successors and assigns and are reasonable in all respects.

(b)           To the extent any provisions of Sections 6 and 10 of this Agreement, or any portion thereof, is deemed unenforceable by virtue of its scope, in terms of the period of time, geographical area or otherwise, but may be made enforceable by limitations thereon, Contractor agrees that the same will be enforceable to the fullest extent permissible under the laws and public policies of the jurisdictions in which enforcement is sought.  The parties hereby authorize any court of competent jurisdiction to modify or reduce the scope of any such restrictive covenant to the extent necessary to make any such restrictive covenant enforceable to the fullest extent permitted by law.

12.           Publicity.  Contractor shall not initiate any press release or other public disclosure about this Agreement, Contractor’s engagement by or work with the Company, the Company, or the Company’s Business, or speak on behalf of the Company with respect to any interview, press release or other public disclosure, without in each instance the prior written consent of the Company, in its sole discretion, as to content, timing and approval.

13.           Return of Company Property.  At any time at the Company’s request during the Term of this Agreement or upon termination of Contractor’s retention by the Company, whichever occurs first, Contractor promptly shall return to the Company all Confidential Information and other property of the Company in Contractor’s control or possession, in any media or format whatsoever, and Contractor shall delete or destroy all electronic data and/or other information of the Company stored in electronic form or media on Contractor’s laptop, computer, notebook, iPad, cell phone or other electronic equipment or storage.  At the Company’s request, Contractor agrees to certify in writing to the Company that Contractor has complied with the requirements of this Section 13.

14.           Remedies.  It is understood and agreed that money damages would be an insufficient remedy for any actual or threatened breach of the provisions of Sections 5, 6, 9, 10 and 12 of this Agreement by Contractor or Contractor’s Representatives and that, without prejudice to the rights and remedies otherwise available to the Company, the Company shall be entitled to equitable relief by way of injunction, specific performance or otherwise if Contractor or any of Contractor’s Representatives breach or threaten to breach any of the provisions of Sections 5, 6, 9, 10 or 12 of this Agreement.

15.           Indemnification.

(a)           By Contractor.  Contractor shall indemnify, defend (at the Company’s request) and hold the Company harmless from and against any and all damages, losses, costs, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and costs) (“Damages”) incurred by the Company from third-party claims due to or arising out of:  (i) a breach by Contractor of this Agreement or any of Contractor’s agreements, covenants, representations or warranties contained in this Agreement, or (ii) the negligence, willful misconduct or fraudulent acts of Contractor, except to the extent any such Damages are due to the gross negligence or willful misconduct of the Company.

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