BROUGHT OR PURSUED BY EMPLOYEE IN
VIOLATION OF THE TERMS OF THIS AGREEMENT.
13.
NO ADMISSION OF LIABILITY.
EMPLOYEE UNDERSTANDS AND ACKNOWLEDGES
THAT THIS AGREEMENT CONSTITUTES A COMPROMISE AND SETTLEMENT OF ANY AND ALL
ACTUAL OR POTENTIAL DISPUTED CLAIMS.
NO ACTION TAKEN BY THE COMPANY HERETO,
EITHER PREVIOUSLY OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE DEEMED OR
CONSTRUED TO BE (A) AN ADMISSION OF THE TRUTH OR FALSITY OF ANY POTENTIAL CLAIMS
OR (B) AN ACKNOWLEDGMENT OR ADMISSION BY THE COMPANY OF ANY FAULT OR LIABILITY
WHATSOEVER TO EMPLOYEE OR TO ANY THIRD PARTY.
14.
COSTS.
EXCEPT AS PROVIDED IN SECTION 1 ABOVE, THE PARTIES SHALL
EACH BEAR THEIR OWN COSTS, ATTORNEYS' FEES, AND OTHER FEES INCURRED IN
CONNECTION WITH THE PREPARATION OF THIS AGREEMENT.
15.
ARBITRATION.
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 ARBITRATION IN SAN DIEGO COUNTY, BEFORE
JAMS, PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES ("JAMS RULES").
THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH
CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE
ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE
OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY
JURISDICTION.
TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW,
CALIFORNIA LAW SHALL TAKE PRECEDENCE.
THE ARBITRATOR MAY GRANT INJUNCTIONS AND
OTHER RELIEF IN SUCH DISPUTES.
THE DECISION OF THE ARBITRATOR SHALL BE FINAL,
CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION.
THE PARTIES AGREE
THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE
RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD.
THE ARBITRATOR SHALL AWARD ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY,
EXCEPT AS PROHIBITED BY LAW.
THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO
HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.
NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM
SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT
HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE
RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE.
16.
TAX CONSEQUENCES.
THE COMPANY MAKES NO REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THE TAX CONSEQUENCES OF THE PAYMENTS PROVIDED TO
EMPLOYEE OR MADE ON HIS BEHALF UNDER
6
THE TERMS OF THIS AGREEMENT.
EMPLOYEE AGREES AND UNDERSTANDS THAT HE IS
RESPONSIBLE FOR PAYMENT, IF ANY, OF LOCAL, STATE, AND/OR FEDERAL TAXES ON THE
PAYMENTS MADE HEREUNDER BY THE COMPANY AND ANY PENALTIES OR ASSESSMENTS
THEREON.
EMPLOYEE FURTHER AGREES TO INDEMNIFY AND HOLD THE COMPANY HARMLESS
FROM ANY CLAIMS, DEMANDS, DEFICIENCIES, PENALTIES, INTEREST, ASSESSMENTS,
EXECUTIONS, JUDGMENTS, OR RECOVERIES BY ANY GOVERNMENT AGENCY AGAINST THE
COMPANY FOR ANY AMOUNTS CLAIMED DUE ON ACCOUNT OF (A) EMPLOYEE'S FAILURE TO PAY,
OR EMPLOYEE'S DELAYED PAYMENT OF, FEDERAL OR STATE TAXES, OR (B) DAMAGES
SUSTAINED BY THE