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 ------------------------------------ Christopher Mann
Source: OneCLE Business Contracts.