THE COMPANY, OR HAS ANY
AUTHORITY TO BIND THE COMPANY.
13.
THIS AGREEMENT AND COMPLIANCE WITH THIS
AGREEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION BY THE COMPANY OF ANY LIABILITY
WHATSOEVER, OR AS ADMISSION BY THE COMPANY OF ANY VIOLATION OF THE RIGHTS OF
EMPLOYEE, VIOLATION OF ANY ORDER, LAW, STATUTE, DUTY OR CONTRACT WHATSOEVER.
THE COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY TO CLARK FOR ANY ALLEGED
VIOLATION OF THE RIGHTS OF EMPLOYEE, OR FOR ANY ALLEGED VIOLATION OF ANY ORDER,
LAW, STATUTE, DUTY OR CONTRACT ON THE PART OF THE COMPANY, OR ITS EMPLOYEES OR
AGENTS.
14.
THE PARTIES HERETO REPRESENT AND ACKNOWLEDGE
THAT IN EXECUTING THIS AGREEMENT THEY DO NOT RELY AND HAVE NOT RELIED UPON ANY
REPRESENTATION OR STATEMENT MADE BY ANY OF THE PARTIES OR BY ANY OF THE PARTIES'
AGENTS, ATTORNEYS OR REPRESENTATIVES WITH REGARD TO THE SUBJECT MATTER OR EFFECT
OF THIS AGREEMENT OR OTHERWISE, OTHER THAN THOSE SPECIFICALLY STATED IN THIS
WRITTEN AGREEMENT.
15.
THIS AGREEMENT SHALL BE BINDING UPON THE
PARTIES HERETO AND UPON THEIR HEIRS, ADMINISTRATORS, REPRESENTATIVES, EXECUTORS,
SUCCESSORS, AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SAID PARTIES AND EACH
OF THEM AND TO THEIR HEIRS, ADMINISTRATORS, REPRESENTATIVES, EXECUTORS,
SUCCESSORS, AND ASSIGNS.
CLARK 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 CLARK UNDER THAT CERTAIN EMPLOYMENT
OFFER LETTER BY AND BETWEEN CLARK AND ALIGN SEPTEMBER 13, 2006, AND THE AMENDED
AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN CLARK AND ALIGN DATED MAY 5,
2008.
THIS AGREEMENT MAY BE CHANGED ONLY BY ANOTHER WRITTEN AGREEMENT SIGNED BY
CLARK 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
5
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