Common use of Legitimate Interest Clause in Contracts

Legitimate Interest. Grantee acknowledges and agrees that: (i) during the course of Grantee’s potential investment in the Partnership through the Options and Grantee’s employment by the Company, Grantee has learned and will continue to learn certain confidential and proprietary information concerning the Partnership, the Company and their operations, and their employees and service providers which confidential and proprietary information is of significant value to the Company and the Partnership; (ii) during the course of Grantee’s employment, Grantee has had and will continue to have an opportunity to learn about and/or develop relationships with the Company’s employees and service providers; (iii) the Company has a legitimate interest in protecting its relationships with its employees and service providers; (iv) the protections provided to the Partnership and the Company in this Exhibit D are reasonable and necessary to protect the Partnership’s and the Company’s legitimate interests; and (v) the protections provided to the Partnership and the Company in this Exhibit D were given in consideration of the benefits provided by the Partnership and the Company to Grantee as outlined in the Agreement, including without limitation the granting to Grantee the Options and the opportunity to purchase the common stock of the Partnership. Further, Grantee acknowledges and agrees that the internal laws of the state of California in the United States of America shall govern Grantee’s obligations pursuant to this Section 5 and the Partnership and the Company shall be entitled to enforce the provisions of this Section 5 in any California court having jurisdiction. Grantee hereby submits to the exclusive jurisdiction of the federal and state courts sitting in California for this purpose and agrees not to raise as a defense to any such action any such court’s lack of jurisdiction or improper venue.