THIS AGREEMENT,
EXECUTIVE SHALL NOT EITHER DIRECTLY OR INDIRECTLY SOLICIT, INDUCE, OR RECRUIT
ANY OF COMPANY'S EMPLOYEES TO LEAVE THEIR EMPLOYMENT, OR ATTEMPT TO SOLICIT,
INDUCE OR RECRUIT EMPLOYEES OF COMPANY, EITHER FOR HIMSELF OR ANY OTHER PERSON
OR ENTITY.
16.
NO ADMISSION OF LIABILITY.
THE PARTIES UNDERSTAND AND ACKNOWLEDGE
THAT THIS AGREEMENT CONSTITUTES A COMPROMISE AND SETTLEMENT OF DISPUTED CLAIMS.
NO ACTION TAKEN BY THE PARTIES HERETO, OR EITHER OF THEM, 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 CLAIMS HERETOFORE MADE OR (B) AN
ACKNOWLEDGMENT OR ADMISSION BY EITHER PARTY OF ANY FAULT OR LIABILITY WHATSOEVER
TO THE OTHER PARTY OR TO ANY THIRD PARTY.
17.
COSTS.
EXCEPT AS HEREIN PROVIDED, THE PARTIES SHALL EACH BEAR
THEIR OWN COSTS, EXPERT FEES, ATTORNEYS' FEES AND OTHER FEES INCURRED IN
CONNECTION WITH THIS AGREEMENT.
18.
ARBITRATION.
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING
OUT OF, OR RELATING TO, THE TERMS OF THIS AGREEMENT, ITS INTERPRETATION, AND ANY
OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATION IN SANTA
CLARA COUNTY BEFORE THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS NATIONAL
RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES.
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
8
ARBITRATION AWARD.
THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY
ARBITRATION SHALL BE AWARDED ITS REASONABLE ATTORNEYS' FEES AND COSTS.
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.
19.
AUTHORITY.
COMPANY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED
HAS THE AUTHORITY TO ACT ON BEHALF OF COMPANY AND TO BIND COMPANY AND ALL WHO
MAY CLAIM THROUGH IT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
EXECUTIVE
REPRESENTS AND WARRANTS THAT HE HAS THE CAPACITY TO ACT ON HIS OWN BEHALF AND ON
BEHALF OF ALL WHO MIGHT CLAIM THROUGH HIM TO BIND THEM TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
EACH PARTY WARRANTS AND REPRESENTS THAT THERE ARE
NO LIENS OR CLAIMS OF LIEN OR ASSIGNMENTS IN LAW OR EQUITY OR OTHERWISE OF OR
AGAINST ANY OF THE CLAIMS OR CAUSES OF ACTION RELEASED HEREIN.
20.
NOTICES. ANY NOTICE UNDER THIS AGREEMENT MAY BE MADE AS FOLLOWS,
BY MAIL OR FAX:
If to Executive:
Steve Goldberg
c/o Sidley Austin Brown & Wood
Attention: Sherwin L. Samuels
555 West Fifth Street, 40th Floor
Los Angeles, CA 90013
If to Company:
Richard C. Mosher, Esq.
General Counsel
Intellisync Corporation
2550 N. First St., Suite 500
San Jose, CA 95131
21.
NO REPRESENTATIONS.
EACH PARTY REPRESENTS THAT IT HAS HAD THE
OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY READ AND UNDERSTANDS
THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
NEITHER PARTY HAS
RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE OTHER PARTY HERETO
WHICH ARE NOT