Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Maryland without regard to the conflict of laws provisions thereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be a adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS INC. By: Name: Title: EMPLOYEE By: Name: Dx. Xxxxx Xxxxxxx Address: Appendix A PRIOR MATTERS None.
Appears in 1 contract
Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Maryland New York without regard to the conflict of laws provisions thereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be a adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS ETSY, INC. By: Name: Title: EMPLOYEE By: /s/ Xxxxx Xxxxxxxxx Name: Dx. Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxxxx Signature: /s/ Xxxxx Xxxxxxx Title: VP of Human Resources Address: Appendix A PRIOR MATTERS None.XXXXXXXXXX EXHIBIT D NOTICE TO EMPLOYEE UNDER THE
Appears in 1 contract
Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State United States and the state of Maryland New York, without regard to the conflict of laws provisions thereof. I acknowledge and agree that the consideration given for this Agreement is valid and sufficient. I further acknowledge and agree that the enforceability of this Agreement and the validity of its consideration shall not be affected by any change(s) in my working conditions, including but not limited to promotion, demotion, reduction in compensation, increase in compensation, change in compensation structure, change in title, change in location of employment, and change of Company name, structure or ownership. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be a an adequate remedy, and, therefore, the Company will be entitled to 11 injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY. Date: 8/29/2018 | 11:11 AM EDT Datadog, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS INC. Inc. Employee By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: EMPLOYEE By: Name: Dx. Xxxxx Xxxxxxx Chief Executive Officer Address: Appendix A PRIOR MATTERS NonePER SECTION 2(d) None if remainder of page left blank.
Appears in 1 contract
Samples: Information and Inventions Agreement (Datadog, Inc.)
Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Maryland New York without regard to the conflict of laws provisions thereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be a adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS INC. Xxxx Xxxxxxxxx By: Name: Title: EMPLOYEE By: Name: Dx. Xxxxx Xxxxxxx Address: /s/ Xxxx Xxxxxxxxx Exhibit 10.3 Appendix A PRIOR MATTERS None.A
Appears in 1 contract
Samples: Letter Agreement (Etsy Inc)
Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement This Term Sheet shall be resolved governed and construed in accordance with all respects by the laws of the State of Maryland Delaware, without regard to conflicts of law principles that would have the conflict effect of giving effect to the laws provisions thereofof another jurisdiction. Each of the Parties (i) consent to submit itself to the personal jurisdiction of the Court of Chancery in the State of Delaware (or if such court finds it lacks subject matter jurisdiction, the federal or other state courts of Delaware) in connection with any dispute that arises out of this Term Sheet, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Term Sheet in any court other than the Court of Chancery in the State of Delaware (or if such court finds it lacks subject matter jurisdiction, the federal or other state courts of Delaware) unless venue would not be proper under rules applicable in such courts. Notwithstanding the previous sentence, a Party may commence any such action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each Party agrees that service of summons, complaint or other process in connection with any such action may be made in the manner set forth in the “Notices” provision of this Term Sheet and that such service shall be as effective as if personally made in the State of Delaware. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS TERM SHEET. The failure Parties agree that irreparable damage would occur in the event that any of either party the provisions of this Term Sheet were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in the event of any actual or threatened breach by a Party of any of the provisions of this Term Sheet, the other Parties shall be entitled to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is equitable relief in addition to any all other right or remedy, remedies available at law or in equity, and . Each of the exercise of one right or remedy will not be deemed a waiver of Parties hereby further waives (i) any other right or remedy. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain defense in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company action for which damages would not be a adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto that a remedy at law would be adequate and (without the necessity of posting ii) any bond) in addition requirement under any law to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS INC. By: Name: Title: EMPLOYEE By: Name: Dx. Xxxxx Xxxxxxx Address: Appendix A PRIOR MATTERS Nonepost security as a prerequisite to obtaining equitable relief.
Appears in 1 contract
Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State state of Maryland New York without regard to the conflict of laws provisions thereof. I acknowledge and agree that the consideration given for this Agreement is valid and sufficient. I further acknowledge and agree that the enforceability of this Agreement and the validity of its consideration shall not be affected by any change(s) in my working conditions, including but not limited to promotion, demotion, reduction in compensation, increase in compensation, change in compensation structure, change in title, change in location of employment, and change of Company name, structure or ownership. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be a adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATIONForm Of Nonsolicitation, Nondisclosure and Proprietary Rights Assignment Agreement See attached. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS INC. By: Name: Title: EMPLOYEE By: Name: Dx. Xxxxx Xxxxxxx Address: Appendix A PRIOR MATTERS NoneExhibit B Metric Schedule See attached.
Appears in 1 contract
Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Maryland California without regard to the conflict of laws provisions thereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be a an adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS VIOLIN MEMORY, INC. By: Name: Title: EMPLOYEE By: /s/ Xxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx 2/14/2014 Name: Dx. Xxxxx Xxxxxxx AddressXxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Human Resources Generalist Appendix A PRIOR MATTERS None.
Appears in 1 contract
Samples: Letter Agreement (Violin Memory Inc)
Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Maryland New York without regard to the conflict of laws law’s provisions thereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. I further agree that That if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be a adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS INC. Name: Xxxxx Xxxxx Xxxxx By: Name: Title: EMPLOYEE By: Name: Dx. /s/ Xxxxx Xxxxxxx Address: Xxxxx Xxxxx /s/ Xxxxx Xxxxxxxxx VP Human Resources Appendix A PRIOR MATTERS NoneExhibit C The terms of the letter agreement to which this Exhibit B is attached (the "Letter Agreement") and the resolution of any disputes as to the meaning, effed, performance or validity of the Letter Agreement or arising out of, related to, or in any way connected with, the Letter Agreement, your employment with the Company or any other relationship between you and the Company (the "Disputes") will be governed by New York law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in Kings County in connection with any Dispute or any claim related to any Dispute. • You and the Company agree to waive any rights to a trial before a judge or jury and agree to arbitrate before a neutral arbitrator any and all claims or disputes arising out of the Letter Agreement and any and all claims arising from or relating to your employment with the Company, including (but not limited to) claims against any current or former employee, director or agent of the Company, claims of wrongful termination, retaliation, discrimination, harassment, breach of contract, breach of the covenant of good faith and fair dealing, defamation, invasion of privacy, fraud, misrepresentation, constructive discharge or failure to provide a leave of absence, or claims regarding commissions, stock options or bonuses, infliction of emotional distress or unfair business practices. The arbitrator's decision must be written and must include the findings of fact and law that support the decision. The arbitrator's decision will be final and binding on both parties, except to the extent applicable law allows for judicial review of arbitration awards. The arbitrator may award any remedies that would otherwise be available to the parties if they were to bring the dispute in court. The arbitration will be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however that the arbitrator must allow the discovery that the arbitrator deems necessary for the parties to vindicate their respective claims or defenses. The arbitration will take place in Brooklyn, New York or, at your option, the county in which you primarily worked witl1 the Company at the time when the arbitrable dispute or claim first arose. You and the Company will share the costs of arbitration equally. Both the Company and you will be responsible for their own attorneys' fees, and the arbitrator may not award attorneys fees unless a statute or contract at issue specifically authorizes such an award. This arbitration provision does not apply to (a) workers' compensation or unemployment insurance claims or (b) claims concerning the validity, infringement or enforceability of any trade secret, patent right, copyright or any other trade secret or intellectual property held or sought by either you or the Company (whether or not arising under the Proprietary Information and Inventions Agreement between you and the Company).
Appears in 1 contract
Samples: Etsy Inc
Governing Law; Remedies. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of Maryland New York without regard to the conflict of laws provisions thereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. I also understand that any breach or threatened breach of this Agreement will cause irreparable harm to the Company for which damages would not be a adequate remedy, and, therefore, the Company will be entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. VANDA PHARMACEUTICALS ETSY, INC. By: Name: Title: EMPLOYEE By: /s/ Xxxxxx Xxxxxxx Name (PRINT): XXXX XXXXXXX Name: Dx. Xxxxx Xxxxxx Xxxxxxx Signature: /s/ Xxxx Xxxxxxx Title: VP , Fimance /NHDate2/ Address: XXXXX Exhibit 10.4 Appendix A PRIOR MATTERS None.A
Appears in 1 contract
Samples: Letter Agreement (Etsy Inc)
