Common use of Representations and Governing Law Clause in Contracts

Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed in connection with your employment with the Company, which shall remain in full force and effect in accordance with its terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you. (b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties. (c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.

Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the Invention, Non-Disclosure Agreement and Non-Competition Agreement that you signed in connection with your employment with the CompanyStock Option Agreement, which shall remain in full force and effect in accordance with its their terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the you and an authorized Company and you. (b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severableofficer. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise otherwise. Provided, however, if your full and general release of the Company and Company Releasees as outlined in writing by Section 4 herein is found invalid, illegal, and/or unenforceable, you agree to provide the waiving partyCompany and Company Releasees a full and general release that is not invalid, illegal, and/or unenforceable, without payment of additional consideration. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either any of the parties. (cb) This Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts. This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusettssuch State, without giving effect to the principles of conflicts of laws of such stateState. Any claims or legal actions by one party against the other may shall be commenced and maintained in any state or federal court located in Massachusettssuch State, and you hereby submit to the jurisdiction and venue of any such court. (dc) You may shall not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations Company may assign this Agreement. The benefits of the Company this Agreement shall inure to the benefit successors and assigns of the Company’s successors . (d) Except as otherwise specifically provided by this Agreement, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. Furthermore, this Agreement is intended to be severable. Should any portion, term or provision of this Separation Agreement be declared or determined by any court or arbitrator to be illegal, invalid or unenforceable, the validity of the remaining portions, terms and assignsprovisions, and the application of such portion, term or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and the illegal, invalid or unenforceable portion, term or provision shall be valid and enforceable to the fullest extent permitted by applicable law. Provided however, that in the event the Release provision of this Agreement is found to be invalid, illegal, and/or unenforceable, you agree to provide the Company and Company Releasees with a full and General Release that is not invalid, illegal and/or unenforceable, without payment of additional consideration. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either party.

Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements agreements, understandings and/or representations between or understandingsby the parties, whether oral or written; provided, between you and however, that nothing in this Agreement will affect, modify, or supersede the Company, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed in connection with your employment with the CompanyNDA, which shall remain in full force and effect in accordance with its respective terms. (b) This Agreement shall deemed to be made and entered into in the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts without giving effect to the principles of conflicts of law thereof. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and no strictly for or against any of the parties. (c) This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company Company’s Chief Executive Officer and you. (b) . If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions provisions, and parts thereof thereof, of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties. (c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such courtotherwise. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company may assign this Agreement and the rights and obligations of the Company under this Agreement shall inure to the benefit of the Company’s successors and assigns. (e) In the event that either you or the Company default under this Agreement, and the non-defaulting party prevails in enforcing this Agreement, you and the Company each agrees that the other party is entitled to recover its costs including reasonable attorney’s fees incurred in connection with any claim or cause of action arising out of such default.

Representations and Governing Law. ​ (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed Agreements noted in connection with your employment with the Companyparagraph 8(a), which shall remain in full force and effect in accordance with its their terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you.. ​ (b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties.. ​ (c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court.. ​ (d) This Agreement does not constitute and shall not be construed as an admission by the Company that it has violated any law, interfered with any rights, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to you, and the Company expressly denies that it has engaged in any such conduct. ​ (e) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.. ​ (f) This Agreement may be signed by the Parties in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission or e-mail (as a .pdf, .tif or similar un-editable attachment), which transmission shall be deemed delivery of an originally executed counterpart hereof. The Parties also agree that an electronic signature shall have the same effect as the use of a signature affixed by hand. ​ ​

Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed in connection with your employment with the Company, which shall remain in full force and effect in accordance with its terms; provided, however, that the Company hereby waives and agrees not to enforce Section 6 “Covenants Against Competition” of the NDA. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you. (b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties. (c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.

Representations and Governing Law. ​ (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed in connection with your employment with the Company, which shall remain in full force and effect in accordance with its terms. This Agreement may not be changed, amended, modified, altered altered, or rescinded except upon the express written consent of both the Company and you.. ​ (b) If any provision of this Agreement, or part thereof, is held invalid, void void, or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties.. ​ (c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court.. ​ (d) This Agreement does not constitute and shall not be construed as an admission by the Company that it has violated any law, interfered with any rights, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to you, and the Company expressly denies that it has engaged in any such conduct. ​ ​ (e) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns. ​ (f) This Agreement may be signed by the Parties in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission or e-mail (as a .pdf, .tif or similar un-editable attachment), which transmission shall be deemed delivery of an originally executed counterpart hereof. The Parties also agree that an electronic signature shall have the same effect as the use of a signature affixed by hand.

Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, regarding the subject-matter of the Agreement except, however ------ ------- the existing stock option agreements between you and the Company, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed Company will continue in connection with your employment with the Company, which shall remain in full force and effect in accordance with its terms, except that the options shall be exerciseable for a period of one year from the date hereof. This Severance Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the President of the Company and you. (b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions provisions, and parts thereof thereof, of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the partieswriting. (c) This Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts. This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may shall be commenced and maintained in any state or federal court located in the Commonwealth of Massachusetts, and you hereby submit to the jurisdiction and venue of any such court. (d) You may This Agreement cannot assign any of your rights or delegate any of your duties under this Agreement. The rights be assigned by you and obligations of the Company shall inure to the benefit of the Company’s 's successors and assigns. (e) The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not strictly for or against either party hereto.

Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or writtenwritten (including, between you but not limited to the Employment Agreement), except the Noncompetition Agreement and the Company, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed Nondisclosure Agreements discussed in connection with your employment with the CompanySection 7, which shall remain in full force and effect in accordance with its termseffect. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company Chairman of the Company’s Board of Directors and you. By signing this Agreement, you agree that you will comply with the terms of such agreement. You further acknowledge and agree that if you violate any of the terms of this Agreement, the Company shall have the right to rescind the benefits afforded to you pursuant to Sections 2(a) and 2(b) above. (b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions provisions, and parts thereof thereof, of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the partiesotherwise. (c) This Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts. This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may shall be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court. (d) You may This Agreement cannot assign any of your rights or delegate any of your duties under this Agreement. The rights be assigned by you and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.

Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you except the Inventions Agreement, the Noncompetition Covenant and the Companystock option and restricted stock agreements referenced in Sections 3 and 4, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed in connection with your employment with the Company, each of which shall remain in full force and effect in accordance with its their respective terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you. (b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving partyotherwise. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties. (c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the The Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may shall be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of of, and shall be binding upon, the Company’s 's successors and assigns.

Representations and Governing Law. (a) This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, except the Proprietary Information and Inventions Agreement between you and the CompanyCompany and the Stock Option Agreement, except for the Invention, Non-Disclosure and Non-Competition Agreement that you signed in connection with your employment with the Company, each of which shall remain in full force and effect in accordance with its their respective terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the President of the Company and you. (b) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving partyotherwise. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties. (c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may shall be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s 's successors and assigns.