Common use of Governing Law; Remedies Clause in Contracts

Governing Law; Remedies. (a) The substantive laws (as distinguished from the choice of law rules) of the State of California shall govern this Waiver. (b) Any and all disputes or controversies arising out of or relating to this Waiver shall be decided, pursuant to California Code of Civil Procedure ("CCP") Section 638(1), by a reference before a Private Judge (also known as "Rent-A-Judge") sitting without a jury. Pursuant to CCP Section 640, the Private Judge shall be a person mutually agreed upon by the parties; provided that the parties agree to select a retired judge from either the Los Angeles Superior Court or the United States District Court for the Central District of California as the Private Judge. In the event that the parties cannot agree upon a Private Judge, pursuant to CCP Section 640, either party may apply to the Presiding Judge of the Los Angeles Superior Court for the appointment of a Private Judge. If either party seeks to take an appeal from the determination of any such Private Judge, the prevailing party in such appeal shall be entitled to reasonable attorneys' fees and costs. For the purposes hereof, the Company and Employee each hereby submit and subject themselves irrevocably to the personal jurisdiction of the California state and federal courts. Notwithstanding anything herein to the contrary, the foregoing shall not diminish the Company’s right to seek equitable relief pursuant to clause (c) below or otherwise. (c) Employee acknowledges that Employee’s obligations hereunder, and the rights and privileges granted by Employee to the Company hereunder, are of a special, unique, extraordinary and intellectual character which gives them a peculiar and special value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and a breach by Employee of any of the provisions hereof will cause the Company great and irreparable injury. Employee acknowledges that the Company shall, therefore, be entitled, in addition to any other remedies which it may have under this Waiver or at law, to receive injunctive and other equitable relief (including without limitation specific performance) to enforce any of the rights and privileges of the Company or any of the covenants or obligations of Employee hereunder. Notwithstanding anything herein to the contrary, nothing in this Waiver shall be deemed or construed to grant to Employee any right to equitable relief of any kind in connection herewith (including, but not limited to, injunctive relief). Except as otherwise expressly stated herein, all remedies provided herein are cumulative and not exclusive of any remedies provided by law or equity.

Governing Law; Remedies. (a) The substantive 19.1 This Agreement has not been executed in any specific State but it shall be governed by and construed in accordance with the laws (as distinguished from the choice of law rules) of the State of California shall govern this Waiveras if both parties have participated equally in its drafting. (b) Any 19.2 Section headings are for purposes of convenient reference only and all disputes will not affect the meaning or controversies interpretation of any provision of this Agreement. 19.3 Except as otherwise expressly provided in this Agreement, any dispute or claim arising out of under or relating with respect to this Waiver Agreement will be resolved by arbitration in San Francisco, California in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association before a panel of three (3) arbitrators, one appointed by Yang, one appointed by ePhone, and the third appointed by said Association. The decision or award of a majority of the arbitrators shall be decided, pursuant to California Code of Civil Procedure ("CCP") Section 638(1), by a reference before a Private Judge (also known as "Rent-A-Judge") sitting without a jury. Pursuant to CCP Section 640, the Private Judge shall be a person mutually agreed final and binding upon by the parties; provided that . Any arbitral award may be entered as a judgement or order in any court of competent jurisdiction. 19.4 Notwithstanding the parties agree to select a retired judge from either the Los Angeles Superior Court or the United States District Court provisions for the Central District of California as the Private Judge. In the event that the parties cannot agree upon a Private Judgearbitration contained in this Agreement, pursuant to CCP Section 640, either party may apply to the Presiding Judge of the Los Angeles Superior Court for the appointment of a Private Judge. If either party seeks to take an appeal from the determination of any such Private Judge, the prevailing party in such appeal shall ePhone will be entitled to reasonable attorneys' fees and costs. For the purposes hereof, the Company and Employee each hereby submit and subject themselves irrevocably to the personal jurisdiction of the California state and federal courts. Notwithstanding anything herein to the contrary, the foregoing shall not diminish the Company’s right to seek equitable relief pursuant to clause (c) below or otherwise. (c) Employee acknowledges that Employee’s obligations hereunder, and the rights and privileges granted by Employee to the Company hereunder, are of a special, unique, extraordinary and intellectual character which gives them a peculiar and special value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and a breach by Employee of any of the provisions hereof will cause the Company great and irreparable injury. Employee acknowledges that the Company shall, therefore, be entitled, in addition to any other remedies which it may have under this Waiver or at law, to receive injunctive and other equitable relief (including without limitation specific performance) from the courts as provided in Sections 15 and 24 and as the courts may otherwise determine appropriate, and Yang agrees that it will not be a defence to any request for such relief that ePhone has an adequate remedy at law. For purposes of any such proceeding ePhone and Yang submit to the non-exclusive jurisdiction of the courts of the State of California and of the United States located in the County of Alameda, State of California, and each agrees not to raise and waives any objection to or defence based on the venue of any such court or forum non conveniens. 19.5 A court of competent jurisdiction, if it determines any provision of this Agreement to be unreasonable in scope, time or geography, is hereby authorized to enforce any the provision in such narrower scope, shorter time or lesser geography as such court determines to be reasonable and proper under all the circumstances. 19.6 ePhone will also have such other legal remedies as may be appropriate under the circumstances including, inter alia, recovery of the damages occasioned by a breach. ePhone's rights and privileges of the Company or any of the covenants or obligations of Employee hereunder. Notwithstanding anything herein to the contrary, nothing in this Waiver shall be deemed or construed to grant to Employee any right to equitable relief of any kind in connection herewith (including, but not limited to, injunctive relief). Except as otherwise expressly stated herein, all remedies provided herein are cumulative and not exclusive the exercise or enforcement of any remedies provided by law one or equitymore of them will not preclude ePhone from exercising or enforcing any other right or remedy.

Governing Law; Remedies. (a) The substantive This Term Sheet shall be governed and construed in all respects by the laws (as distinguished from the choice of law rules) of the State of California shall govern this Waiver. (b) Any and all disputes or controversies arising out Delaware, without regard to conflicts of or relating to this Waiver shall be decided, pursuant to California Code law principles that would have the effect of Civil Procedure ("CCP") Section 638(1), by a reference before a Private Judge (also known as "Rent-A-Judge") sitting without a jury. Pursuant to CCP Section 640, the Private Judge shall be a person mutually agreed upon by the parties; provided that the parties agree to select a retired judge from either the Los Angeles Superior Court or the United States District Court for the Central District of California as the Private Judge. In the event that the parties cannot agree upon a Private Judge, pursuant to CCP Section 640, either party may apply giving effect to the Presiding Judge laws of another jurisdiction. Each of the Los Angeles Superior Court for the appointment of a Private Judge. If either party seeks Parties (i) consent to take an appeal from the determination of any such Private Judge, the prevailing party in such appeal shall be entitled to reasonable attorneys' fees and costs. For the purposes hereof, the Company and Employee each hereby submit and subject themselves irrevocably itself to the personal jurisdiction of the California 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 anything herein to the contraryprevious sentence, a Party may commence any such action in a court other than the foregoing 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 Parties agree that irreparable damage would occur in the event that any of the provisions of this Term Sheet were not diminish performed in accordance with their specific terms or were otherwise breached. Accordingly, in the Company’s right to seek equitable relief pursuant to clause (c) below event of any actual or otherwise. (c) Employee acknowledges that Employee’s obligations hereunder, and the rights and privileges granted by Employee to the Company hereunder, are of a special, unique, extraordinary and intellectual character which gives them a peculiar and special value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and a threatened breach by Employee a Party of any of the provisions hereof will cause of this Term Sheet, the Company great and irreparable injury. Employee acknowledges that the Company shall, therefore, other Parties shall be entitled, entitled to equitable relief in addition to any all other remedies which it may have under this Waiver available at law or at law, to receive injunctive and other equitable relief (including without limitation specific performance) to enforce any in equity. Each of the rights Parties hereby further waives (i) any defense in any action for injunctive relief that a remedy at law would be adequate and privileges of the Company or (ii) any of the covenants or obligations of Employee hereunder. Notwithstanding anything herein requirement under any law to the contrary, nothing in this Waiver shall be deemed or construed post security as a prerequisite to grant to Employee any right to obtaining equitable relief of any kind in connection herewith (including, but not limited to, injunctive relief). Except as otherwise expressly stated herein, all remedies provided herein are cumulative and not exclusive of any remedies provided by law or equity.