Sample Business Contracts

Agreement and Release [Amendment No. 1] - Convera Corp. and Christopher Mann

Sponsored Links

                                FIRST AMENDMENT
                              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.


                    WHEREAS,  Convera and Mann wish to amend and restate Section
               14 of the Agreement and delete Section 16 of the Agreement in its

                    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

         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
                                         Christopher Mann