HELD INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT
JURISDICTION OR AN ARBITRATOR, SUCH PROVISION SHALL BE DELETED FROM THIS
AGREEMENT AND THE AGREEMENT SHALL BE CONSTRUED TO GIVE FULL EFFECT TO THE
REMAINING PROVISIONS THEREOF.
(C)
GOVERNING LAW
THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE
PRINCIPLE OF CONFLICTS OF LAWS THEREOF.
(D)
HEADINGS AND CAPTIONS
THE PARAGRAPH HEADINGS AND CAPTIONS
CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE CONSTRUED
TO DEFINE, LIMIT OR AFFECT THE SCOPE OR MEANING OF THE PROVISIONS HEREOF.
(E)
ENTIRE AGREEMENT
THIS AGREEMENT (WHICH EXPRESSLY INCLUDES AND
INCORPORATES THE TERMS AND CONDITIONS CONTAINED IN THE EXHIBITS HERETO) CONTAINS
AND REPRESENTS THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDES ALL PRIOR
AGREEMENT, REPRESENTATIONS OR UNDERSTANDINGS, ORAL OR WRITTEN, EXPRESS OR
IMPLIED WITH RESPECT TO THE SUBJECT MATTER HEREOF.
NEITHER THIS AGREEMENT, NOR
ANY TERM OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, MAY BE MODIFIED OR AMENDED
IN ANY WAY UNLESS IN A WRITING SIGNED BY BOTH THE EMPLOYEE AND THE COMPANY'S
CHAIRMAN OF THE BOARD OF DIRECTORS.
NO REPRESENTATION, PROMISE OR INDUCEMENT
HAS BEEN MADE BY EITHER PARTY HERETO THAT IS NOT EMBODIED IN THIS AGREEMENT, AND
NO PARTY SHALL BE BOUND OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE OR
INDUCEMENT NOT SPECIFICALLY SET FORTH HEREIN.
(F)
ASSIGNMENT
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE
EMPLOYEE SHALL NOT HAVE ANY RIGHT TO ASSIGN, DELEGATE OR TRANSFER ANY DUTY OR
OBLIGATION TO BE PERFORMED BY HIM
10
HEREUNDER TO ANY THIRD PARTY, NOR TO ASSIGN OR TRANSFER THE RIGHT, IF ANY, TO
RECEIVE PAYMENTS HEREUNDER.
(G)
NOTICES
ALL NOTICES REQUIRED OR PERMITTED HEREUNDER SHALL BE IN
WRITING AND SHALL BE DEEMED PROPERLY GIVEN IF DELIVERED PERSONALLY OR SENT BY
CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, OR SENT
BY TELEGRAM, TELEX, TELECOPY OR SIMILAR FORM OF TELECOMMUNICATION, AND SHALL BE
DEEMED TO HAVE BEEN GIVEN WHEN RECEIVED.
ANY SUCH NOTICE OR COMMUNICATION SHALL
BE ADDRESSED:
(1) TO THE COMPANY, TO (A) PEREGRINE SYSTEMS, 3611 VALLEY CENTRE
DRIVE, SAN DIEGO CALIFORNIA 92130, ATTENTION: CHAIRMAN OF THE BOARD; AND
(B) PEREGRINE SYSTEMS, INC., 3611 VALLEY CENTRE DRIVE, SAN DIEGO CALIFORNIA
92130, ATTENTION: LEGAL DEPARTMENT; (2) TO THE EMPLOYEE, TO HIS HOME ADDRESS 520
BRISTOL DRIVE, AURORA, OHIO 44202; OR TO SUCH OTHER ADDRESS AS THE PARTIES SHALL
HAVE FURNISHED TO ONE ANOTHER IN WRITING.
(H)
AUTHORITY
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY THE COMPANY HAS BEEN AUTHORIZED BY THE COMPANY'S BOARD OF
DIRECTORS.
(I)
SURVIVAL
NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT
PURSUANT TO SECTION 7, THE PROVISIONS OF SECTION 3(B), SECTION 5, SECTION 6(A),
SECTION 7(G)(2), SECTION 7(G)(3), SECTION 7(H), SECTION 7(I), SECTION 8 AND
SECTION 9 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE TERMINATION OF
THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY AND THOSE PROVISIONS WILL TERMINATE
ON THE