Agreement and Release [Amendment No. 1] - Convera Corp. and Christopher Mann
FIRST AMENDMENT
TO
AGREEMENT AND RELEASE
THIS FIRST AMENDMENT, dated as of March 9, 2004 (this "Amendment"), to AGREEMENT
AND RELEASE dated as of January 7, 2004 (the "Agreement"), by and between
Convera Corporation ("Convera" or the "Company"), and Christopher Mann ("Mann").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Agreement.
RECITALS
WHEREAS, Convera and Mann wish to amend and restate Section
14 of the Agreement and delete Section 16 of the Agreement in its
entirety.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Convera and Mann agree as follows:
1. Amendments to the Agreement.
(a) Section 14 of the Agreement is hereby amended to read in
its entirety as follows:
14. Mr. Mann confirms his promise to continue to perform the
obligations he undertook in any Employee Confidentiality
Agreement, including (but not by way of limitation) Mr. Mann's
agreement not to copy, remove, disclose to his employer (or to
anyone else), or to use in any way for any purpose, any
Confidential Information, trade secrets, business records or
other materials or property provided or disclosed to him or
created or learned by him during his employment with Convera. Mr.
Mann further agrees and acknowledges that all work performed,
created and conceived relating to Mr. Mann's scope of employment
while an employee of Convera and/or the Predecessors, was done so
pursuant to the Work Made for Hire Doctrine and as such, as
between Mr. Mann and Convera, is the property of Convera. Mr.
Mann expressly confirms that he knows of no reason why any
promise or obligation set forth in any Employee Confidentiality
Agreement should not be fully enforceable against Mr. Mann.
(b) Section 16 of the Agreement is hereby deleted in its
entirety and amended to read in its entirety as follows:
16. [Intentionally Left Blank]
2. General.
(a) Except for the amendments effected by this
Amendment, the terms and provisions of the Agreement shall
remain unchanged and in full force and effect.
(b) This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an
original but all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
CONVERA CORPORATION
By: /s/ PATRICK C. CONDO
____________________________________
Name: PATRICK C. CONDO
Title: President
/s/ CHRISTOPHER MANN
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Christopher Mann