THIS AGREEMENT OR DISCLOSURES TO THE EXTENT LEGALLY
REQUIRED BY A SUBPOENA OR COURT ORDER, PROVIDED THAT THE COMPANY IS NOTIFIED IN
WRITING OF SUCH A DISCLOSURE OBLIGATION WITHIN FIVE (5) DAYS AFTER IT ARISES.
IN THE EVENT THAT EMPLOYEE VIOLATES THE CONFIDENTIALITY OBLIGATIONS OF THIS
SECTION, THE COMPANY RESERVES THE RIGHT TO CANCEL THIS AGREEMENT.
6.
INVENTIONS AND CONFIDENTIAL INFORMATION AGREEMENT.
AS A PRE-CONDITION TO
THE EFFECTIVENESS OF THIS AGREEMENT, EMPLOYEE HAS EXECUTED OR SHALL EXECUTE A
STANDARD COMPANY INVENTIONS AND CONFIDENTIAL INFORMATION AGREEMENT.
EMPLOYEE
ACKNOWLEDGES AND AGREES THAT ANY BREACH BY EMPLOYEE OF SUCH AGREEMENT SHALL
CONSTITUTE A VIOLATION OF SUBSECTION 4(A)(II) OF THIS AGREEMENT FOR CAUSE, AND
THE COMPANY SHALL HAVE ALL RIGHTS AND OBLIGATIONS PROVIDED FOR.
7.
ARBITRATION OF DISPUTES.
FINAL AND BINDING ARBITRATION SHALL BE THE
EXCLUSIVE REMEDY FOR ALL DISPUTES BETWEEN THE COMPANY AND EMPLOYEE REGARDING THE
VALIDITY, INTERPRETATION OR EFFECT OF THIS AGREEMENT.
(A)
PROCEDURE.
ANY SUCH ARBITRATION SHALL BE IN ACCORDANCE WITH THE
PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA").
THE ARBITRATION
HEARING WILL BE HELD BEFORE AN EXPERIENCED EMPLOYMENT ARBITRATOR OR PANEL OF
ARBITRATORS LICENSED TO PRACTICE LAW IN THE STATE OF GEORGIA AND SELECTED IN
ACCORDANCE WITH THE RULES OF THE AAA.
THE FORUM FOR SUCH ARBITRATION SHALL BE
ATLANTA, GEORGIA.
(B)
REQUIRED NOTICE.
THE PARTY SEEKING ARBITRATION OF A DISPUTE UNDER THIS
SECTION MUST GIVE SPECIFIC WRITTEN NOTICE OF ANY CLAIM TO THE OTHER PARTY WITHIN
SIX (6) MONTHS OF THE DATE THE PARTY SEEKING ARBITRATION FIRST HAS KNOWLEDGE OF
THE EVENT GIVING RISE TO THE DISPUTE; OTHERWISE, THE CLAIM SHALL BE VOID AND
DEEMED WAIVED, EVEN IF THERE IS A FEDERAL OR STATE STATUTE OF LIMITATIONS WHICH
WOULD HAVE GIVEN MORE TIME TO PURSUE THE CLAIM.
(C)
EXPENSES.
THE COMPANY SHALL INITIALLY BE RESPONSIBLE FOR PAYMENT OF
ARBITRATION COSTS, EXCLUDING EMPLOYEE'S ATTORNEYS' FEES; PROVIDED, HOWEVER, THAT
THE ARBITRATOR SHALL HAVE THE AUTHORITY TO FASHION AN EQUITABLE DIVISION OF
COSTS IF THE ARBITRATOR FINDS THAT SUCH COSTS ARE UNDULY BURDENSOME WITH RESPECT
TO EITHER PARTY.
ALL OTHER COSTS AND EXPENSES ASSOCIATED WITH THE ARBITRATION,
INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, SHALL BE BORNE BY THE PARTY
INCURRING THE EXPENSE, UNLESS APPLICABLE LAW PROVIDES FOR A DIFFERENT
ALLOCATION, IN WHICH EVENT THE ARBITRATOR CAN ORDER THAT COSTS AND EXPENSES BE
ALLOCATED IN ACCORDANCE WITH APPLICABLE LAW.
IN ANY ARBITRATION RELATED TO THE
BREACH OF THE TERMS OF THIS AGREEMENT, THE ARBITRATOR SHALL HAVE THE AUTHORITY
TO AWARD ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY.
8.
MISCELLANEOUS.
(A)
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED UNDER, GOVERNED BY, AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO
ITS CHOICE OF LAW PROVISIONS.
THIS AGREEMENT SHALL FURTHER BE CONSTRUED TO
COMPLY WITH SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(B)
NOTICE.
ANY NOTICE REQUIRED OR DESIRED TO BE GIVEN UNDER THIS AGREEMENT
BY EMPLOYEE TO THE COMPANY SHALL BE PROVIDED IN WRITING VIA HAND-DELIVERY,
FACSIMILE (WITH CONFIRMATION OF DELIVERY), RECOGNIZED