REPRESENTATIVES, EXECUTORS, SUCCESSORS, AND
ASSIGNS.
AZADEH EXPRESSLY WARRANTS THAT SHE HAS NOT TRANSFERRED TO ANY PERSON
OR ENTITY ANY RIGHTS OR CAUSES OF ACTION, OR CLAIMS RELEASED BY THIS AGREEMENT.
16.
THE PARTIES FURTHER AGREE THAT THE BENEFITS PROVIDED IN THIS
AGREEMENT FULLY SATISFY ANY OBLIGATIONS ALIGN MAY HAVE TO PROVIDE ANY SEVERANCE
OR OTHER BENEFITS TO AZADEH UNDER THAT CERTAIN EMPLOYMENT OFFER LETTER BY AND
BETWEEN AZADEH AND ALIGN SEPTEMBER 27, 2007, AND THE AMENDED AND RESTATED
EMPLOYMENT AGREEMENT BY AND BETWEEN AZADEH AND ALIGN DATED MAY 5, 2008.
THIS
AGREEMENT MAY BE CHANGED ONLY BY ANOTHER WRITTEN AGREEMENT SIGNED BY AZADEH AND
ALIGN'S CHIEF EXECUTIVE OFFICER.
17.
SHOULD ANY PROVISION OF THIS AGREEMENT BE DECLARED OR BE
DETERMINED BY ANY COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, INVALID, OR
UNENFORCEABLE, THE LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING PARTS,
TERMS OR PROVISIONS SHALL NOT BE EFFECTED THEREBY AND SAID ILLEGAL,
UNENFORCEABLE, OR INVALID TERM, PART OR PROVISION SHALL BE DEEMED NOT TO BE A
PART OF THIS AGREEMENT.
18.
WITH THE EXCEPTION OF ANY AGREEMENT WITH THE COMPANY PERTAINING TO
PROPRIETARY, TRADE SECRET OR OTHER CONFIDENTIAL INFORMATION AND/OR THE OWNERSHIP
OF INVENTIONS, ALL OF WHICH SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE
UNAFFECTED BY THIS AGREEMENT, THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO AND FULLY SUPERSEDES ANY AND ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, WRITTEN OR ORAL, BETWEEN THE PARTIES HERETO PERTAINING TO THE
SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY ONLY BE AMENDED OR MODIFIED BY A
WRITING SIGNED BY THE PARTIES HERETO.
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.
19.
THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH THE PLAIN
MEANING OF ITS TERMS AND NOT STRICTLY FOR OR AGAINST ANY OF THE PARTIES HERETO.
20.
THIS AGREEMENT IS MADE AND ENTERED INTO IN THE STATE OF
CALIFORNIA, AND SHALL IN ALL RESPECTS BE INTERPRETED, ENFORCED AND GOVERNED BY
AND UNDER THE LAWS OF THE STATE OF CALIFORNIA.
THE PARTIES AGREE THAT ANY AND
ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION,
AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATION
IN SANTA CLARA COUNTY IN ACCORDANCE WITH THE JAMS/ENDISPUTE ARBITRATION
RULES AND PROCEDURES FOR EMPLOYMENT DISPUTES.
EITHER AZADEH OR THE COMPANY MAY
INITIATE ARBITRATION WITHIN THE STATUTE OF LIMITATIONS FOR THE UNDERLYING CLAIM,
OR ELSE SAID CLAIM SHALL BE DEEMED WAIVED.
OTHER THAN SPECIFIED BELOW, THE
PARTIES AGREE THAT THEY SHALL EACH BEAR THE SAME COSTS IN ARBITRATION AS IT
WOULD BEAR IN CIVIL LITIGATION.
THE PARTIES AGREE THAT IN ANY ARBITRATION HELD
TO ENFORCE OR INTERPRET THE TERMS OF THIS AGREEMENT, AND/OR SHOULD IT BE
NECESSARY FOR EITHER PARTY TO FILE A PETITION TO COMPEL ARBITRATION, THE
ARBITRATOR OR THE COURT, AS THE CASE MAY BE, SHALL HAVE THE AUTHORITY TO AWARD
THE PREVAILING PARTY REASONABLE ATTORNEYS' FEES AND COSTS AS ALLOWED BY LAW.