FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 P
`NYSCI EF DOC. NO. 20
`NYSCEF DOC. NO. 20
`
`IND
`EX NO.
`656490/2023
`INDEX NO. 656490/2023
`
`
` EIVE iD
` EF’:
`
`05/03/2024
`RECEIVED NYSCEF: 05/03/2024
`
` NYSCI
`
`EXHIBIT 1
`EXHIBIT 1
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`rSCE:!' IJOU. NO. L'2
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`RECE;I-VE;IJ
`"o"o'uil
`RECEIVED NYSCEF: 05/03/2024
`
`tryT*,,.$72'lt;
`
`Em ployment, Employeq lnvention, lrloncom petition
`Confidentiality Agreement
`
`Yl{l$ AGRHgifiE{l{'Agreement") is made and entered into as cf this ii- day of
`S**r = ,,,. 2s12, effective as of the date set forth above, and is by and
`between Tata's Natural {{qhemf, LLC, a Delaware lirnited tiahility oomBany,
`1135. W?fl:r R?3d, .Whiting,. Vgrmonr SS77B (the .Som$any,,1'
`and
`@her*inaftercalledthe..Ernployee''}.eachindividuhliy{the
`"Parly') and collectively {the "parties"}.
`WHEREA$, the Company has a vital lnterest i* maintaining its confidential
`lnformation and trade secret$, as rrrell as rights to inventionsl since doing so
`allows the CompalYta compete fairly and enhances the vafue of the Sompanyto
`shareholders and job security for employees; and
`
`WHEREAS, the Companydesire to procure Employee's service* and Hmployee
`is willing to be employed with the Company upofi the terms and subject to ihe
`condiiions set forth below;and
`
`WHEREAS, ailY past written or oral understanding between the Company and
`the Employeefor past services before the date as iet forth in tfris Agreement is
`no longer valid, with the exception of any obligations of confidentiality to the
`Cornpany on the part of the Fnnployae. Ttris Agreernent shall $erve ae ihe only
`binding legalunderstanding between the Parties from the date of execution and
`as per the ternns and conditions aa set forth herein.
`
`ilOW, TH$REFORE, in consideration of Ernployee's employment or continued
`employment by the Company, and other good and valuable consideration,
`receipt of wfrich is trereby acknowledged, Employee agrees as follows:
`1. Employment Ttre company hereby agrees t* employ the Emproyee
`and the Employee hereby agrees to be ernployed by the Company on the terms
`and conditions set forth herein ("Employrnent"i.
`{.1 outi* of Employea. During Employment under this fureement, the
`EmBloyee shall serve as gqnigr Q.p.grqtiqng*Sanageq of the Company,s
`production and fulfillment fiacility, and shalldiligently perform all seruices a$ rnay
`be assigned to Hmployee hy the Company, and shall exercise sueh power
`and authoruty as may from tinne to time be delegated to the Hmployee by the
`Company. The Hmployee shelldevotn Employee's full tirne and attention to the
`business and affairs of the Company, render such services to the best of
`Employee's abili$, and use Employee's best efforts to promote the interests of
`the Company" lt shall not be a violation of this Agreement for the Hmplnyee to (i)
`serye on corporate, civic or charitable board$ or committees, or (ii) deliver
`lectures, fulfill speaking engagements, provided such are on behalf of the
`Company uuith the Gompany's advance rrnitten authorization.
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`YSCEF DOC. NO. 1,2
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`RECEIVED NYSCEF. 03/L2/202
`RECEIVED NYSCEF: 05/03/2024
`
`l"i.'l
`Role rnd nasponsibilifies" The role and responsibilities of
`the Ernployee as $enior operations Manager, include, but are not
`limited ta. the activities set forth below;
`
`{t} Human Resource Management of operations teann.
`(2) lnventory Management, including Forecasting of Bulk and Finished
`Froduct as urell as the inventory and safe stdrage of assets such as
`packaging, packing material and collateral material.
`{3} lmplementation and Management Pr*cedurcs and $ystems to
`maximize efficiency, productivfu, exceed quality standards as vyellas
`meet custorner shipping requirements.
`{4} Daily Management of Fulfillment of Direct and Wholesale customer
`shipments as well as umekly management of lnternal Requests,
`marketing and other special product shipments. lncludes but not
`limited fo ttre rnanagement of filling, packaging and shipping.
`(S) Daily Management of Customer $ervice for Wrrob*aleind Direct
`(s) order Processing Management for wholesale and Direct.
`{7} Purchasing Management: including affice supplies, packaging,
`shipping carrier agreements but does not include mw materiil
`
`z. -,-r"::
`
`&,ir* rt,$ dut Lltu dl*
`
`- '. .hd
`*r,'n
`I
`2.1 Tr*ining fut*tf. Beginning on Augus/_tn, 2014. Frnptovee shail receive
`a gross base salary at the annual rate ofdflyfivethousand.i$ec"qqs oto,
`dollars(the,'Base$',|"ry',}duringEmplayment,withsuchBas@e
`in installrnents consistent with the Cornpany's normalpayroll schederle, su-Ulect
`to applicable state and federalwithholding and othertaxes.
`2.2 Basa salary. Beginning on sept 1"t, 201?, Hmployee shall receive a
`gross base salary at the annual rate sf seuenty two thousand- {$I2,0gg USD}
`dollars(the.'Base$alary',}during[rnployment,withsr'rchBaseW
`in instalfments consistent with the Company's normal payroll sched{.lli,-sriO1ect
`tg, apgligable state and federatwittrholding and other tixes- Beginning on dept
`1sr,.2013, Employee shall receive a groi base salary at thdannual rate of
`Eigl,ty thousand, (q$Sggq ugCII doilars {the "Lase $atary"} during
`Employrnent, with such Base Salary payable in installments consistent wdlr the
`Company's normal payroll schedule, subject to applicable state and federal
`withholding and other taxes. Such Base Salary shall be revieured annually
`thereafter for merit lncreeses and may, by action and in the sole discretion of
`the Company, be increased at any time or from tirne to time.
`2.3 lncEnfiva Bonus Compenration" The EmplCIyee shaltbe eligible to
`receive honus payments {"Bnnuses"}. The Company has agreed to award the
`Employee with hro scheduled Bonuses: the first {ii to be paid within 5 business
`days after the Employee has completed slx rnonths of employment at the
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`IYSCEF DOC . NO. 72
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`RECEIVED NYSCEFz 03/12/202,
`RECEIVED NYSCEF: 05/03/2024
`
`Company shaltbe egualto fourthousand dollars {$4,000 USD}; and the second
`{i} to be paid 5 business days after the Employee has cornpteted twelve rnonths
`{ qmdorment at the company shall be equal to four thousand dollars t$*,ooo
`tl$D). The Employee..will be eligible for Hoiiday Bonuse* subject to Company
`Management's sole discretion ^
`?.{ illomber opton Agrcomunt Grant. tmployee, a$ $enior operations
`Managpr, shall be entitled to a receive a 'Cash l-ess; Option tu Purehase Member
`lnterests in the Company {the'Option'} subiect to the vesting schedule below and
`terms and conditions and other provisions contaifted in a Option Agr:eement and
`subject to the Compeny Operating.Agreement"
`
`tA) Option Exercise Price. The purchase price for all of the Option lnterests
`shall be one hundred and twenty five thousand dollars {$125,000 U$nl
`{lAggregate Exercise Price") at a pre-money valuation of twelve rnillion frue
`hundred thousand ($12,500,000 USO) dollars.
`
`(B) Vesting" The Ernployee shall *nly retain owncrship and the benefits ot
`the Option afrer such Option has vested. The Option shall be subject to the
`following vesting schedule:
`
`{t} First quarter; {1/4) of the Option grant, with a purchaae priee *f thirty one
`thousand, tws hundred and fifiy dollars {$g'f ,250 USD}, shall vest upon
`comphtion of twelve (12) months frorn the datq cf {he first day of
`employment, unless Employee reeigns or this Agreernent is temrinatei by
`the eompany at any time priorto the completion otthe twelve {'12} munths;
`
`{ii} $econd quarter; {ila} d the option grant, with a purchase price of thirty
`one tholrsand, two hundred and fifty doilars {$31,2s0 u$D), shalt vest upon
`completion of twenty four (24) rnonths from date sf the first day of
`ernployment, unless Employee resigns or this Agreement is tenninated by
`the Company at any time prior to the cnnrpletion of tuventy four {24} monthsi
`
`{iii) Third quarter; {3/4} of the Option grant, with a purchase pri*e of thirry
`one thousand, two hundred and fifty dollars {$I1,zg0 u$D}, shall vest upon
`completion of thirty size {36} months from the date of the first day ot
`employrnent, t;nless Ernployee resfgns nrr this Agrcen'lent is tenninated by
`the Company at any tirne prior to the completion of the thirty six {36}
`months;
`
`{iv} l-ast guarteri (414} of the Option grant, witlr a purchase price of thirty one
`thousand, two hundred and ffiy dollars {$31,250 usD}, shar} vest upon
`completion of forty *ight {48} months from the first day of ernployment,
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`NYSCEF DOC. NO. 12
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`RECEIVED NYSCEF : 03/L2/2024
`RECEIVED NYSCEF: 05/03/2024
`
`unle$s fimployee resigns or thi$ Agreernent is temninated hy the company
`at any time prior tc the ccrnpl*tion of the forty *ight {49} manths;
`
`{c} Fsr
`"purposs! uf calculating the time period for vesting, Ernployee s
`relatisnship with the Company shall be considered to haye heen terrninated
`efiectiye as of the date the CIompany specifles in ar*y notice provided to
`Hmployee (which date shall be or:r or after the dat* of *u*h nntice), even if
`such terrnination is contested and dnes not become finat untila latei date.
`
`(D) Unvested Mennber lnterests *hall not have any ecCInsrnic, voting or other riglts
`tntllsuch Member lnterests have vested. Without lirniting the fore{oing, unvesied
`Mombar lnterest$ willbe disregarded when calculating {ii distrib$tions,liii ttr*
`riunrber'of Memb,er tnterests entitled to uote, and {ili} 6 Membefs Proportianate
`$h*re (pursuant to the Cnmpany Speratir.:g Agreement)"
`3, Expense Reimburssmentand Other Benefits
`$"'l Reimbursemsnt of rxpense*" upon the subrnission of proper
`substantiation by the Employeel and subject to such rules and guidelines as the
`Company may from time to tirne adopt, the Cornpany shall reirnburse the
`$rnployee for all relsonable cash expenses actualiy paid or incuned by the
`Hmployee during Employm*nt in the cour$e of snd pursuant to the businiss of
`$e e.ompany- The Ernployee shalf be responslble t* understand the Company
`Reimbursernent Policies. Th* Employc*'s expenses related to the dailytraveling
`'eommute'to and from the company nffices are not typically considered
`reimbursable expenees in the ordinary course of husiness. The Employee rnust
`seek advance 'written approval from the Company to incur an expense on behalf
`of the Company. The Employee shallaccoun{ to the Sompany in writing for all
`expen$es for which reimbursement is sought and shall supply t* the Company
`copies of all relevant invoices, receipts or pther evidence reasonably requested
`by the eompany.
`3.2- CornpeneationlBenefitPrograms. Or.rring f;rnployrnent, the Ennployee
`shall be entitled to participate ir-l all ryredical accidental death and
`dismernbermenl, disabili$, and any and alt nther plans {'Health Flan$} as are
`presently and hereinafter offered by the Company lCI its Emptoyees from time to
`time including profit-sharing and deferred comperesation b*nus plans. suhject to
`the generaleligibility and partici:ation provisions set forth in such plans,
`3.3 L{orking Facilitiss. Suring Employrnent, the Cornpany shall furnish the
`Employee with such facilities and sarvices suitable to Employee's position and
`adequate for tl'l* pe#*nrrance of Employee s duties herein,
`3"4. Other Benefits" The Employee shall be entitled ts five ($)-Sick Bays'
`and three (3)weeks of vacation each calendar year dtrring Ennployment"
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`TYSCEF DOC. NO. 12
`NYSCEF DOC. NO. 20
`'
`
`INDEX NO. 656490/2023
`RECEIVED NYSCEF : 03/t2/202,
`RECEIVED NYSCEF: 05/03/2024
`
`{s?pjqct- tq the general eligibility provisions set forth in Company.s personnel
`poliry), to be taken at such tirnes"as the Hmployee and ir,u b"ripr.t th;ii -
`mutually determine and provided that no vacation time shall interfere with the
`ddies required to be rendered by the Ernployee herein^ The [mploy** *ori-
`gquest any vacation days no less than eight i8) weeks in advance of the dates
`for the requested vacation.d.avs. n1r ylqfiion lime.noitgt"n by Emptoyee during
`any cflgldayea1lnay ngt be canied toiwlrolnto'any gucc"BirffiA6nder*
`W Tn e rrn"yr loyEe-sriir tl*recdlG E ufriadaffi 6 ri'arb;mnr* . iiffi
`'
`Company shall from time to time determine.
`4. Definition*. In this Agreerrrent, the ferms defined parenthetically
`elsewhere, and the following terms, sha{l have the meanings prere
`supplied. Teffns may be used in the singularorpluratr.
`"nd
`4"1' '*Confidantiallnformetion" means information disclosed to Employee or
`known by Employee as a oonsequence CIf, or tnrough. E*ptoy**'" emptoyment
`with the lgmpany {including inforrylation conceivei origi;ated" discover.d, o,
`developed in whole or in part by Employee), not general$ in**n in the relevant
`trade or industry, about the Companyb nusinei*. proau"i*" pro"esses, and
`seryices, incfuding, but not linrited to, inforrnation ielating to research,
`developrnent, inventions, specifications, formulas, ingreCiJnts, ingredient
`. suppliers, preseruation sy$tems, enrulsification systehs new profuct ideas.
`computer prygqm designs, flow charts" source and object codes, products and
`services under developmenl, pricing and pricing strategies, marketing and
`selling strategies, servicing, purchasing. accoulting" eigineering, .ogi ,na
`costing strategies, sources of sr.rpply, custorner tistsl *uslorner requirements,
`business.methods or.practices, tr#ning and training p*gi"*s, and the
`documentation thereof"
`
`her*
`
`4'2" "lnventionS" rneans discoveries, concepts. and ideas, whether or not
`patentable, copyrightable, or proirctable as a rnask wcrk, including but not
`limited to pt'ocesses, rnethods. formulas, and techniques, as well as
`irnprovements thereof or know-how related thereto, ietating to any current or
`prospective activities of the Cornpany vrdth which activitles drnptoyee ls
`aequaintef *rdTt* Emffipeb participlhn and inp,rtum required as a consequence of
`Emplbyee's employrnent by the eompany"
`4,3- "Corflicting Product" rneans any product, process, or service of any
`person or organization other than the Company, in existence or under
`development, which substantially resennbte"s anC cornpetes with a proOu"t
`proce$$,.or service upon or with which Hmployee works at any timeprior to the
`termination of Ernployee's employment by the Company or about which
`Hmployee acqui res (at any time) confidential I nformation.'
`4.{. "Conflicting organization" mean$ any person or organization or any
`person or organization controlled by, controlling, or under common controlwith
`such person or organization, which is engaged in, or is about to become
`engaged in. research on or developnnent, production, mhrketing, or. selling of. a
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`NYSCEF DOC. NO. 72
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`
`RECEIVED NYSCEF: 05/03/2024
`RECEIVED NySCtrF: A3/12/2024
`
`Conflicting Produc,f.
`
`1:{: 'wgrks" means all material and information cleated by Emplayee in the
`course af or n$..a re$urt of Emproyee's emproyment by td lt&&ry which is
`fixed" in a tangihle medium of expression, inciudinrg, but not limitedto, notes
`drawings, nnemoranda, conespondence, Cosumenris, formu las_ record$,
`notehooks, flow charts, computer, prograrns. and source ans object codes,
`regardless of the medium in urhich th{ ar* *-ed.
`5' Di*closure ""$ i"*ignment of lnventions. with respect tp Inventions
`made or conceir.:d ly Ernprolee, whether o. noi during Hmpr.y;*,s hours of
`employment or rrith the use"of Company facilities, materiais, cr per$onnsl either
`solelv oriointlv with another or otheri, o,lri*J tiil-*pluy*t; ilpdv*nt with the
`C3.rnrynv, or {ii} within twc {2} years atter t&rninitid* uf Employee,s ernployr:lent,
`without royalg or otherconsideration to Employee therefor:
`5"1' srnployee shallinform the CIompany promptly and fully of such lnvention hy
`a yll$en tPort setting forth in detaiitne" *irocedui*. emptoyed and the results
`achieved' Hmploye* shall submit a report to the connpany upon eornpl*tion of
`any and all studie$ or re$earch projects undertai*n ,i* tne bomp;*il;ililtf,
`whether ar not a given proieet has, in g*prov*"tipinion, resulted i;il-"-"'
`lnvention-
`
`$.x"- Hmployee strari appry, at the company,s request and expense, for u.$. and
`fyleign letters. patent or ciipyright registration in ir,e co*p#y{ ii** o,
`otherwise as the Ccmpany strraii desire.
`s.3. Hmploy*e shallassign tn the Sompany all of Ernploiree's rights to such
`lnventions. and to apprications for u.s. anfuor roreisn r-itters 6'tit ,no
`copyrigttts, and ta U"$. and/or foreign letters pateni and copyrights granted upon
`orissued in respect of sucfr lnventions.
`6.3" Hrnpfgy*g sha{lacknowledge and deliver.prompfly to the Sompany {wit}rout
`charge to the Company but at itJexpensei such *ritien instruments and do such
`other act$, sueh as giving testimnny in support oi rrnpteyee,$ in*untirlnt, ;;
`originalautfop{n as ntay be necessary ln {n* opr*ion oim! comprnv to obtain
`and rnaintain U.$. 3nd/gl foreign letters patent airc copyrlght registratflns and to
`vest the entire right and tifle thlreurrtu in the cornprny 'r ! -'zrYr*r't
`5'5'. Erndoyql sfrall noi disclose any invention* to any unauthorized person
`Yjllllln rytsi{e the company-without tne companys written pernnissi*n. For
`example, Empl*yee will not publish any invention without *'* Co*puny,* written
`permission" Employee shatrl not discloie any sucrr iniornnation to unauthorieed
`employees.
`e. Rightx in Other illatter. Employee agrees that:
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`YSCEE DOC. NO. 12
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`RECEIVED NySCEF: 03/t2/202
`RECEIVED NYSCEF: 05/03/2024
`
`0;{. The Company shal,have the royalg-free right to use in its b1rsiner$es, and
`to use, make, and sell products, processes, anb/or services derived from any
`inventions, discoveries, concepts, and ideas, uuhether or not patentable or
`copyrightable, Including but not limited to processes, rnethods, formulas, and
`techniques, as well as improvements thereof or know-how relahd thereto, which
`are not within the scope of lnventions but which are eonceived or made by
`f;rnployae during the hours which Ernployee is ernployed by the Copnpany or with
`the use or assistance of the company's fucilities, rnaterials,'or perconnei.
`
`6"2' All Works created by Employee. both past and future, during Employee,s
`ennploymet ny the Company will-be and rernain exclusively the plup*ny of the
`company- Each such work is a "work made for hire,, and thl coiipjnv may frle
`applications to register *opyright as author thareot Employee alsigns ta the
`Company all rights, including atl copyright rights throughout ihe world including
`all renewals and extensions thereof, in and to all Wolks created Uytmpfovi
`both past and future, during Emproyeds employmentby the cornpany, Empliye*
`willtake whatever steps and do whatever acts-the Cor*pany requests, inciuOing
`but nol lirnited to, placernent of the Company's propet" copy*gfri notice on such
`\tVorks to secure or aid in securing copyrigfrt proteAion inO-willassist the
`Company or its nominees,in filing applications io register claims of copyright in
`sug! works. Emptoyae wifi not reproouce, distribute,iisplay publicly, oi i*[o*
`publicly, alone or in combination with any dak processin{ br n*frork system,
`anyWnrks of the Ccnnpanywithoutthe written peimission olttre Sompany"
`7" Confidentiality. Employee acknswledges that all Confidentiallnformation is
`and shall atalltirnes rqryain the property cf the Cornpany. Ernployee agrees that,
`qxcept as required in Employee's duties to the Company, fmproyeeiil nerer,
`directly, indirectly, or othemdse use, disseminate" disclose, lecture upon, or
`publish articles concerning Confidentiallnformation without having firsi oUiaineC
`written permission from the Company io do so. Employee will lafeguard and
`rnaintain on Company premises, to the extent possibb in the perfoirnance of
`Hmployee's work for the Company. alldocuments and things that contain or
`embody Confidential Infsrnnation, Employee will not u$e or discloee to the
`company trade secrets or confidentiar info'nnation of others.
`8. Return of DocumenhardProrerty. upon termination of Ernployee's
`employment with tl're sompany, Employee wilt return to or leave utir tre
`company all documents records, notebooks, specifications. form ulas,
`ingredients. preservation systems, emulsification systerns, new product ideas and
`any other rnaterial. electronic data, *uppliers, and other repositories of or
`containing Confidential lnforrnation and lnventions, ineh.lding all copies thereol
`as well as all originals and all copies of wo*s. or othertangible iompany
`property, whether prepared by Hmployee or others. then in Hmployees
`possession or under Employee's control. Employee furtheragrdesthat any
`property situated on the company's prernises and owned by the company,
`including cornputers, disks and other storage rnedia, filirlg iabinets orother work
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`YSCEF DOC. NO. 12
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`RECEIVED NYSCEF:. 03/12/202
`RECEIVED NYSCEF: 05/03/2024
`
`areas, is subjed to inspection by eornpany's personnel at any time with or
`withoutnotice"
`-{
`0. l,lotification of Naw Employsr. ln the event that Emplole leayes the
`gnploy of the eonrpany, Ernployee hereby consents to ttie notification of
`Employee's nevv employer of Employee's rifihts and obligations unOer tt is
`Agreement.
`{0. Nonsoliciltion During Emptoyee'semploymentand for a period of two (2}
`years after tennination of Employee's employmbnt rrvitS the Company, whelher
`terminated with or without cau$e, Employee will not, direcfly or in*recUy, qa1
`divef or attempt to divert any person, concern, or entity wf,icf is furnished
`senrices by the Company from doing b,usiness witir the eompany o, oth**ise to
`change ils relationship with the Complly; or {b} solicit. idduce or attempt to
`induce any cu*tomer or supptier of the Company to cease being a customer or
`supplier of the Company or othenalse to cfrdngd fts relationsfriiwitfr tfre
`Company; or {c) solicit or render services, direcily or indirecflv, i" -*y confticting
`prganization in connection with the sale, rnerchandising, "i&fiiion of a
`Conflicting Froduot to any custorner or supplier, or proJpective customer or
`supplier, of the Company with whom Employee rhad'direct or indirect contact or
`about whom Employee may have acquiieO any knowledge durinf the fi,vo {z}
`yearsi priorto termination of Employee's employment with ttie complny"
`11...Assignment. All frnployee's obligations under this Agreement shall be
`binding upon Hrnployeek l^ieirs, aasigns, and legairepresentatives and all of the
`obligations of the C<rrnpany shall be binding ulon iis successors and assigns.
`The Company shall lrave the rrightto assign irrieAgreement to a successorto ail
`or substantially all of the business or assets of the eompany or any divi$on or
`partof the companywith which Ernployee shall be enrployed.' s
`12. Hotice*. Any and all notices, dernands, or other comrnunicarions required
`or desired to be given hereunder by any party shall be in writing and shall be
`}!{$l{qnrt or made to another party if personally served, or if dEposited tn the
`united states nnail, certified,or registered, postage prepaid, return b**ipt
`requested' lf suctt nstice or demand is served personally, notice shallbe deemed
`constructively made at the tirne of such personalservice- lf such notice, demand or
`other communication is given by 'mail, suctr notice shali be eonclusivety
`deemed given five days after deposit thereof in the United States rnailaddiessed to
`the party to whorn such notice, demand or other communication is to be given as
`follows:
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`NYSCEF DOC. NO. 12
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`
`RECEIVED NYSCEF: 05/03/2024
`RECEfVED NYSCEF. 03/t2/2024
`
`lf ts the Employee:
`
`lf to the Sompany:
`Tata's NaturalAlchemy, LLC
`11$5 V$ooster Hoad
`Whiting, Vermont 052?S
`Any party hereto may ehange it address for purposes of ttris paragraph by
`written notice given in the manner provided above.
`13" $uruival. The prnvisions of ttris Agreernent shall survive rre termination of
`Employee s employment and the assignirent nf this Agreernent by the eompany
`to any successor in interest pr other asslgnee.
`1* Reasonabl*ness. The Parties believe that the restrictions and cuvenants in
`this Agreement are, under the circumstanees, rea$onab{e and enforceable-
`However, if any one or nnore of the provisions contained in this Agreernent shall,
`for any reason under the laur as it shall then be construed, be heil to be invalid,
`illegal or unenforceable in any respect, such invalidity,illegality, or
`unenforceability shall not affect any other provisions of tnis Agreement, but this
`Agreement shall be construed as if such invalid, iltegat oruneifarceable prcvision
`had never been contained herein. Moreover, if anyine or rnore of the piovisions
`contained in this Agreement *hallfor any reason be held to b,e excessively broad
`as to time- duration, geographicalscope" activity, or subject- it shall be construed
`by lirniting and reducing it, so as to be enforceable to the extent eompatible
`with the applieabte iaw as it shaltthen appear.
`tS. Employment At-Wil[ Ernployee agrae$ and understands that Employee is
`employed at-will, and that nothing in this Agreernent shall change ttris at-will
`status or confer any.right with respect to continuation of employmint by the
`Company, nor shall it interfiere in any uray with Smployeet iilqhi or $re hornpany's
`'
`right to terminate Employee's employment at any iime, with br without cau$e,
`{6' $upercession. This Agreement supersedes and replaces any exisling
`Agreement* written or utherwise, entered into by Hmployee and if,e Coripany
`elating generally to the saffie subiect rnatter, fhis ngreement may not be
`modifted, changed or discharged in whole or in part, eicept by an alreennent in
`writing signed by Employee and ihe company. Employee agiees tklt any
`
`o
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`NYSCEF DOC. NO. 12
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`
`RECEIVED NYSCEF: 05/03/2024
`RECEIVED NYSCEF | 03/12/2024
`
`,!f-Enge sr shanges.in the ryope o{ se"yi9e, otr_cornpensation sftertf$ signing of
`this Agreernent shall not affect the validig, enforceability or *rop* oi ttri*
`Agreement"
`t
`
`.17: Ramedy" Any breach or violation hy Hmployee of the Agreement will resutt
`in irnmediate and irreparable iniury to the *ompany in arn*unts difficult to
`ascertain.lf Employee breaches any portion pf this Agreernent, Employee agrss$
`that the Cornpany shall be entitled to proceed directly to court'to'obtain the
`remedies of specif,c perfonnance and injunetive relief (including but not lirnited tn
`temporary restraining orders, preliminary injunctions, and per,tianent i(une,tions)
`withoutthe necessity of posting a bond or other undertakings therewittr.
`18" No l'Yaiver" No dtf*y or omission by the Company in exercising any right
`underthis Agreement will operate as a waiuer of that or any other right at that *r
`any future time. A waiver of consent given by il'le Company on anyone oceasion is
`qff.ective only in that instance and will not be conntrued as a bar tc or waiver of any
`right on any other occaeion- The company shall not he reguired to give
`notice to enforce strict adhereneeto alltenns-of this Agreement"
`tg' severebilis. ln case any sne CIr rflors of tlre provisions sontained in this
`Agreementshall, for any reason, be freld to he invalid, illegal"r unerrr*rreabtre in
`any respect, such invalidity, illegality or unenforceability sl"rall not affect the other
`provisions of 'this Agreement and ihis Agreernent sfratt Ue construed as if sueh
`invalid, illegal ur unenforceable provision has never been
`in*a herein" lf
`"ont
`more*ver, 'frny one sr more CIt the provisions cuntained in this Agreement shall
`for any reasofi be held to be excessively broad as to the duratiori g*ographical
`s*ope, activity or *ubject, it shall be construedby llmiting and redu$ir& itl*o as to
`be enforceable to the extent compatible with the applicable law
`It sh"lf th*n
`"s
`appear.
`2S" Governing Law; Consent To Fersunal Jurisdiction. The laws of the
`state of Delaware shall govern the validity of this Agreennent, the construction
`of its tenns and the interpretation of the rights and duties of the Parties hereto.
`fmployee hereby expressly eonsentsto the personaljurisdiction of the state and
`federal courts for *elawarg in any lawsuit filed theie against Hmployee by
`Company arising from or refated to this Agreement"
`?:. Headingr. Headings, captions of sections and of paragraphs are to be
`disregarded in the interpretation and construction hereot irre Jinriular shall
`include the plural and vice vetsa, and any gender used shall inciude the other
`gender in the interpretation hereof"
`72. Advice of Counsel" EililpLoYHfr AcKNoI/YLEosE$ THAT, IN
`EXECUTIilG THIS AGREEII|ENT, EMPLOYEE HAS HAD THE OPPORTUNITY
`To $HEK THE ADYI0E oF INDEPHNDENT LEGAL coul't$El, At{D
`EITilPLOYEE HA$ READ AND UNDHNSTOOD ALL OF THE TERM$ AND
`
`10
`
`

`

`FILED: NEW YORK COUNTY CLERK 05/03/2024 04:27 PM
`NYSCEF DOC. NO. 12
`NYSCEF DOC. NO. 20
`
`INDEX NO. 656490/2023
`
`RECEIVED NYSCEF: 05/03/2024
`RECEIVED NySCEpt 03/t2/2024
`
`PROVISION$ OF THIS AGREEMENT-
`CONSTRUED AGAINST ANY PARTY
`OR PREPARATION I-IHREOF"
`
`THI$ AGREEMENT $HALL NOT BE
`BY REASON OF THE DRAFTING
`
`lil WTNES$ WHEREOF. the undersigned
`cf the date first abnve written"
`
`have executed tf*is Agreernent as
`
`Tatr'* tilatural Alchemy, LLC;
`
`Manager;
`
`Print Name:
`Signature;
`Date:
`Witnees:
`
`Employea:
`Print Name:
`$ignature:
`ilate:
`Illitness:
`
`11
`
`