Common use of Entire Agreement; Governing Law; Miscellaneous Clause in Contracts

Entire Agreement; Governing Law; Miscellaneous. This Agreement, together with your equity documentation, Arbitration Agreement and Proprietary Information Agreement, represents the entire agreement between you and the Company on such subject matters and supersedes and replaces any prior representations, promises, understandings or agreements, whether oral or written, between you and the Company regarding the subject matter described in this letter. This Agreement may only be changed in an express written document signed by you and the Board (except with respect to terms that are reserved to the Company’s discretion). This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. Please sign below to indicate your acceptance of these terms. Sincerely, Olema Pharmaceuticals, Inc. /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, CEO Understood And Agreed: /s/ Kxxxxx Xxxx Name: Kxxxxx Xxxx EMPLOYEE ARBITRATION AGREEMENT Olema Pharmaceuticals, Inc. (the “Company”) and the undersigned (“Employee”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee (“Arbitrable Claims”) shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“the AAA Rules”) (available online at wxx.xxx.xxx). Arbitrable Claims shall include contract claims, tort claims, claims relating to compensation and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, and the California Fair Employment and Housing Act. Arbitrable Claims shall also include all claims that you or the Company may have now or in the future arising out of or relating to any alleged class, collective, or other representative action against the other party that has not been certified as of the effective date of this Agreement. However, claims for unemployment compensation, workers’ compensation, and claims under the National Labor Relations Act shall not be subject to arbitration. A neutral and impartial arbitrator shall be chosen by mutual agreement of the parties; however, if the parties are unable to agree upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination and selection procedure set forth in the AAA Rules. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same remedies, that would apply if the claims were brought in a court of law. The arbitrator shall have the authority to consider and decide pre-hearing motions, including dispositive motions. Either the Company or Employee may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any way related to any arbitrable claim, including without limitation any claim as to the making, existence, validity, or enforceability of the agreement to arbitrate. The arbitrator will not have the authority to adjudicate class, collective, or representative claims (including without limitation claims under the California Private Attorneys General Act on behalf of any person other than you individually), to award any class, collective, or other representative relief on behalf of any person other than you, or, without all parties’ consent, to consolidate the claims of two or more individuals, or otherwise preside over any form of a class, collective, or other representative proceeding. All arbitration hearings under this Agreement shall be conducted in San Francisco, California. Nothing in this Agreement precludes a party from filing an administrative charge before an agency that has jurisdiction over an Arbitrable Claim. In addition, either party may, at its option, seek injunctive relief under Cal. Code Civ. Proc. § 1281.8 in a court of competent jurisdiction for any claim or controversy arising out of or related to the unauthorized use, disclosure, or misappropriation of the confidential and/or proprietary information of either party. By way of example, the Company may choose to use the court system to seek injunctive relief to prevent disclosure of its proprietary information or trade secrets; similarly, Employee may elect to use the court system to seek injunctive relief to protect Employee’s own inventions or trade secrets. This Agreement shall be governed by the California Arbitration Act (Cal. Code Civ. Proc. § 1280 et seq.). In ruling on procedural and substantive issues raised in the arbitration itself, the Arbitrator shall in all cases apply the substantive law of the State of California. This Agreement is intended to be enforceable under the Federal Arbitration Act. Each party shall pay its own costs and attorney’s fees, unless a party prevails on a statutory claim, and the statute provides that the prevailing party is entitled to payment of its attorneys’ fees. In that case, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party as provided by law. The costs and fees of the arbitrator shall be paid by the Company. This Agreement is not, and shall not be construed to create any contract of employment, express or implied. This Agreement does not alter Employee’s at-will employment status. Either Employee or the Company may terminate Employee’s employment at any time, for any reason or no reason, with or without prior notice. If any provision of this Agreement shall be held by a court or the arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. The parties’ obligations under this Agreement shall survive the termination of Employee’s employment with the Company and the expiration of this Agreement. The Company and Employee understand and agree that this Arbitration Agreement contains a full and complete statement of any agreements and understandings regarding resolution of disputes between the parties, and the parties agree that this Arbitration Agreement supersedes all previous agreements, whether written or oral, express or implied, relating to the subjects covered in this agreement. The parties also agree that the terms of this Arbitration Agreement cannot be revoked or modified except in a written document signed by both Employee and the Company President. THE PARTIES ALSO UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY A JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH WAIVE ANY RIGHT EITHER MAY HAVE TO BRING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER, WHETHER IN ARBITRATION, IN COURT, OR OTHERWISE, OR TO PARTICIPATE AS A MEMBER OF ANY CLASS OR COLLECTIVE ACTION AGAINST THE OTHER. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY TO THE EXTENT THEY WISH TO DO SO. Olema Pharmaceuticals, Inc. /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, CEO Employee: /s/ Kxxxxx Xxxx Name: Kxxxxx Xxxx Date: May 20, 2020

Appears in 1 contract

Samples: Employee Arbitration Agreement (Olema Pharmaceuticals, Inc.)

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Entire Agreement; Governing Law; Miscellaneous. This Agreement, together with your equity documentation, Arbitration Agreement and Proprietary Information Agreement, represents the entire agreement between you and the Company on such subject matters and supersedes and replaces any prior representations, promises, understandings or agreements, whether oral or written, between you and the Company regarding the subject matter described in this letter. This Agreement may only be changed in an express written document signed by you and the Board (except with respect to terms that are reserved to the Company’s discretion). This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. Please sign below to indicate your acceptance of these terms. Sincerely, Olema Pharmaceuticals, Inc. /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, CEO Understood And Agreed: /s/ Kxxxxx Xxxx Sxxxx X. Xxxxxx Name: Kxxxxx Xxxx Sxxxx X. Xxxxxx EMPLOYEE ARBITRATION AGREEMENT Olema Pharmaceuticals, Inc. (the “Company”) and the undersigned (“Employee”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee (“Arbitrable Claims”) shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“the AAA Rules”) (available online at wxx.xxx.xxx). Arbitrable Claims shall include contract claims, tort claims, claims relating to compensation and stock purchase and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, and the California Fair Employment and Housing Act. Arbitrable Claims shall also include all claims that you or the Company may have now or in the future arising out of or relating to any alleged class, collective, or other representative action against the other party that has not been certified as of the effective date of this Agreement. However, claims for unemployment compensation, workers’ compensation, and claims under the National Labor Relations Act shall not be subject to arbitration. A neutral and impartial arbitrator shall be chosen by mutual agreement of the parties; however, if the parties are unable to agree upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination and selection procedure set forth in the AAA Rules. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same remedies, that would apply if the claims were brought in a court of law. The arbitrator shall have the authority to consider and decide pre-hearing motions, including dispositive motions. Either the Company or Employee may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any way related to any arbitrable claim, including without limitation any claim as to the making, existence, validity, or enforceability of the agreement to arbitrate. The arbitrator will not have the authority to adjudicate class, collective, or representative claims (including without limitation claims under the California Private Attorneys General Act on behalf of any person other than you individually), to award any class, collective, or other representative relief on behalf of any person other than you, or, without all parties’ consent, to consolidate the claims of two or more individuals, or otherwise preside over any form of a class, collective, or other representative proceeding. All arbitration hearings under this Agreement shall be conducted in San Francisco, California. Nothing in this Agreement precludes a party from filing an administrative charge before an agency that has jurisdiction over an Arbitrable Claim. In addition, either party may, at its option, seek injunctive relief under Cal. Code Civ. Proc. § 1281.8 in a court of competent jurisdiction for any claim or controversy arising out of or related to the unauthorized use, disclosure, or misappropriation of the confidential and/or proprietary information of either party. By way of example, the Company may choose to use the court system to seek injunctive relief to prevent disclosure of its proprietary information or trade secrets; similarly, Employee may elect to use the court system to seek injunctive relief to protect Employee’s own inventions or trade secrets. This Agreement shall be governed by the California Arbitration Act (Cal. Code Civ. Proc. § 1280 et seq.). In ruling on procedural and substantive issues raised in the arbitration itself, the Arbitrator shall in all cases apply the substantive law of the State of California. This Agreement is intended to be enforceable under the Federal Arbitration Act. Each party shall pay its own costs and attorney’s fees, unless a party prevails on a statutory claim, and the statute provides that the prevailing party is entitled to payment of its attorneys’ fees. In that case, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party as provided by law. The costs and fees of the arbitrator shall be paid by the Company. This Agreement is not, and shall not be construed to create any contract of employment, express or implied. This Agreement does not alter Employee’s at-will employment status. Either Employee or the Company may terminate Employee’s employment at any time, for any reason or no reason, with or without prior notice. If any provision of this Agreement shall be held by a court or the arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. The parties’ obligations under this Agreement shall survive the termination of Employee’s employment with the Company and the expiration of this Agreement. The Company and Employee understand and agree that this Arbitration Agreement contains a full and complete statement of any agreements and understandings regarding resolution of disputes between the parties, and the parties agree that this Arbitration Agreement supersedes all previous agreements, whether written or oral, express or implied, relating to the subjects covered in this agreement. The parties also agree that the terms of this Arbitration Agreement cannot be revoked or modified except in a written document signed by both Employee and the Company President. THE PARTIES ALSO UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY A JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH WAIVE ANY RIGHT EITHER MAY HAVE TO BRING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER, WHETHER IN ARBITRATION, IN COURT, OR OTHERWISE, OR TO PARTICIPATE AS A MEMBER OF ANY CLASS OR COLLECTIVE ACTION AGAINST THE OTHER. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY TO THE EXTENT THEY WISH TO DO SO. Olema Pharmaceuticals, Inc. /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, CEO Employee: /s/ Kxxxxx Xxxx Sxxxx X. Xxxxxx Name: Kxxxxx Xxxx Sxxxx X. Xxxxxx Date: May 20June ___, 2020

Appears in 1 contract

Samples: Employee Arbitration Agreement (Olema Pharmaceuticals, Inc.)

Entire Agreement; Governing Law; Miscellaneous. This Agreement, together with your equity documentation, Arbitration Agreement and Proprietary Information Agreement, represents the entire agreement between you and the Company on such subject matters and supersedes and replaces any prior representations, promises, understandings or agreements, whether oral or written, between you and the Company regarding the subject matter described in this letter, including the Original Offer Letter. This Agreement may only be changed in an express written document signed by you and the Board (except with respect to terms that are reserved to the Company’s discretion). This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. Please sign below to indicate your acceptance of these terms. Sincerely, Olema Pharmaceuticals, Inc. /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, CEO Understood And Agreed: /s/ Kxxxxx Xxxx Pxxxx Xxxxxxx Name: Kxxxxx Xxxx Pxxxx Xxxxxxx EMPLOYEE ARBITRATION AGREEMENT Olema Pharmaceuticals, Inc. (the “Company”) and the undersigned (“Employee”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee (“Arbitrable Claims”) shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“the AAA Rules”) (available online at wxx.xxx.xxx). Arbitrable Claims shall include contract claims, tort claims, claims relating to compensation and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, and the California Fair Employment and Housing Act. Arbitrable Claims shall also include all claims that you or the Company may have now or in the future arising out of or relating to any alleged class, collective, or other representative action against the other party that has not been certified as of the effective date of this Agreement. However, claims for unemployment compensation, workers’ compensation, and claims under the National Labor Relations Act shall not be subject to arbitration. A neutral and impartial arbitrator shall be chosen by mutual agreement of the parties; however, if the parties are unable to agree upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination and selection procedure set forth in the AAA Rules. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same remedies, that would apply if the claims were brought in a court of law. The arbitrator shall have the authority to consider and decide pre-hearing motions, including dispositive motions. Either the Company or Employee may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any way related to any arbitrable claim, including without limitation any claim as to the making, existence, validity, or enforceability of the agreement to arbitrate. The arbitrator will not have the authority to adjudicate class, collective, or representative claims (including without limitation claims under the California Private Attorneys General Act on behalf of any person other than you individually), to award any class, collective, or other representative relief on behalf of any person other than you, or, without all parties’ consent, to consolidate the claims of two or more individuals, or otherwise preside over any form of a class, collective, or other representative proceeding. All arbitration hearings under this Agreement shall be conducted in San Francisco, California. Nothing in this Agreement precludes a party from filing an administrative charge before an agency that has jurisdiction over an Arbitrable Claim. In addition, either party may, at its option, seek injunctive relief under Cal. Code Civ. Proc. § 1281.8 in a court of competent jurisdiction for any claim or controversy arising out of or related to the unauthorized use, disclosure, or misappropriation of the confidential and/or proprietary information of either party. By way of example, the Company may choose to use the court system to seek injunctive relief to prevent disclosure of its proprietary information or trade secrets; similarly, Employee may elect to use the court system to seek injunctive relief to protect Employee’s own inventions or trade secrets. This Agreement shall be governed by the California Arbitration Act (Cal. Code Civ. Proc. § 1280 et seq.). In ruling on procedural and substantive issues raised in the arbitration itself, the Arbitrator shall in all cases apply the substantive law of the State of California. This Agreement is intended to be enforceable under the Federal Arbitration Act. Each party shall pay its own costs and attorney’s fees, unless a party prevails on a statutory claim, and the statute provides that the prevailing party is entitled to payment of its attorneys’ fees. In that case, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party as provided by law. The costs and fees of the arbitrator shall be paid by the Company. This Agreement is not, and shall not be construed to create any contract of employment, express or implied. This Agreement does not alter Employee’s at-will employment status. Either Employee or the Company may terminate Employee’s employment at any time, for any reason or no reason, with or without prior notice. If any provision of this Agreement shall be held by a court or the arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. The parties’ obligations under this Agreement shall survive the termination of Employee’s employment with the Company and the expiration of this Agreement. The Company and Employee understand and agree that this Arbitration Agreement contains a full and complete statement of any agreements and understandings regarding resolution of disputes between the parties, and the parties agree that this Arbitration Agreement supersedes all previous agreements, whether written or oral, express or implied, relating to the subjects covered in this agreement. The parties also agree that the terms of this Arbitration Agreement cannot be revoked or modified except in a written document signed by both Employee and the Company President. THE PARTIES ALSO UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY A JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH WAIVE ANY RIGHT EITHER MAY HAVE TO BRING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER, WHETHER IN ARBITRATION, IN COURT, OR OTHERWISE, OR TO PARTICIPATE AS A MEMBER OF ANY CLASS OR COLLECTIVE ACTION AGAINST THE OTHER. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY TO THE EXTENT THEY WISH TO DO SO. Olema PharmaceuticalsEMPLOYEE: Signature: /s/ Pxxxx Xxxxxxx Print Name: Pxxxx Xxxxxxx Date: June 15, Inc. 2020 OLEMA PHARMACEUTICALS, INC. Signature: /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, CEO Employee: /s/ Kxxxxx Xxxx Print Name: Kxxxxx Xxxx Cxxxx Xxxxxx Print Title: CEO Date: May 20June 15, 2020

Appears in 1 contract

Samples: Employee Arbitration Agreement (Olema Pharmaceuticals, Inc.)

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Entire Agreement; Governing Law; Miscellaneous. This Agreement, together with your equity documentation, Arbitration Agreement and Proprietary Information Agreement, represents the entire agreement between you and the Company on such subject matters and supersedes and replaces any prior representations, promises, understandings or agreements, whether oral or written, between you and the Company regarding the subject matter described in this letter, including the Original Offer Letter. This Agreement may only be changed in an express written document signed by you and the Board (except with respect to terms that are reserved to the Company’s discretion). This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. Please sign below to indicate your acceptance of these terms. Sincerely, Olema Pharmaceuticals, Inc. /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, CEO Understood And Agreed: /s/ Kxxxxx Xxxx Dxxxx X. Xxxxx Name: Kxxxxx Xxxx Dxxxx X. Xxxxx EMPLOYEE ARBITRATION AGREEMENT Olema Pharmaceuticals, Inc. (the “Company”) and the undersigned (“Employee”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee (“Arbitrable Claims”) shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“the AAA Rules”) (available online at wxx.xxx.xxx). Arbitrable Claims shall include contract claims, tort claims, claims relating to compensation and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, and the California Fair Employment and Housing Act. Arbitrable Claims shall also include all claims that you or the Company may have now or in the future arising out of or relating to any alleged class, collective, or other representative action against the other party that has not been certified as of the effective date of this Agreement. However, claims for unemployment compensation, workers’ compensation, and claims under the National Labor Relations Act shall not be subject to arbitration. A neutral and impartial arbitrator shall be chosen by mutual agreement of the parties; however, if the parties are unable to agree upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination and selection procedure set forth in the AAA Rules. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same remedies, that would apply if the claims were brought in a court of law. The arbitrator shall have the authority to consider and decide pre-hearing motions, including dispositive motions. Either the Company or Employee may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any way related to any arbitrable claim, including without limitation any claim as to the making, existence, validity, or enforceability of the agreement to arbitrate. The arbitrator will not have the authority to adjudicate class, collective, or representative claims (including without limitation claims under the California Private Attorneys General Act on behalf of any person other than you individually), to award any class, collective, or other representative relief on behalf of any person other than you, or, without all parties’ consent, to consolidate the claims of two or more individuals, or otherwise preside over any form of a class, collective, or other representative proceeding. All arbitration hearings under this Agreement shall be conducted in San Francisco, California. Nothing in this Agreement precludes a party from filing an administrative charge before an agency that has jurisdiction over an Arbitrable Claim. In addition, either party may, at its option, seek injunctive relief under Cal. Code Civ. Proc. § 1281.8 in a court of competent jurisdiction for any claim or controversy arising out of or related to the unauthorized use, disclosure, or misappropriation of the confidential and/or proprietary information of either party. By way of example, the Company may choose to use the court system to seek injunctive relief to prevent disclosure of its proprietary information or trade secrets; similarly, Employee may elect to use the court system to seek injunctive relief to protect Employee’s own inventions or trade secrets. This Agreement shall be governed by the California Arbitration Act (Cal. Code Civ. Proc. § 1280 et seq.). In ruling on procedural and substantive issues raised in the arbitration itself, the Arbitrator shall in all cases apply the substantive law of the State of California. This Agreement is intended to be enforceable under the Federal Arbitration Act. Each party shall pay its own costs and attorney’s fees, unless a party prevails on a statutory claim, and the statute provides that the prevailing party is entitled to payment of its attorneys’ fees. In that case, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party as provided by law. The costs and fees of the arbitrator shall be paid by the Company. This Agreement is not, and shall not be construed to create any contract of employment, express or implied. This Agreement does not alter Employee’s at-will employment status. Either Employee or the Company may terminate Employee’s employment at any time, for any reason or no reason, with or without prior notice. If any provision of this Agreement shall be held by a court or the arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. The parties’ obligations under this Agreement shall survive the termination of Employee’s employment with the Company and the expiration of this Agreement. The Company and Employee understand and agree that this Arbitration Agreement contains a full and complete statement of any agreements and understandings regarding resolution of disputes between the parties, and the parties agree that this Arbitration Agreement supersedes all previous agreements, whether written or oral, express or implied, relating to the subjects covered in this agreement. The parties also agree that the terms of this Arbitration Agreement cannot be revoked or modified except in a written document signed by both Employee and the Company President. THE PARTIES ALSO UNDERSTAND AND AGREE THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY A JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH WAIVE ANY RIGHT EITHER MAY HAVE TO BRING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER, WHETHER IN ARBITRATION, IN COURT, OR OTHERWISE, OR TO PARTICIPATE AS A MEMBER OF ANY CLASS OR COLLECTIVE ACTION AGAINST THE OTHER. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY TO THE EXTENT THEY WISH TO DO SO. Olema PharmaceuticalsEMPLOYEE: Signature: /s/ Dxxxx X. Xxxxx Print Name: Dxxxx X. Xxxxx Date: June 15, Inc. 2020 OLEMA PHARMACEUTICALS, INC. Signature: /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx, CEO Employee: /s/ Kxxxxx Xxxx Print Name: Kxxxxx Xxxx DateCxxxx Xxxxxx Print Title: May 20, 2020CEO

Appears in 1 contract

Samples: Employee Arbitration Agreement (Olema Pharmaceuticals, Inc.)

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