NOTICES. ANY NOTICE UNDER THIS AGREEMENT MAY BE MADE AS FOLLOWS,
BY MAIL OR FAX:
If to Executive:
Said Mohammadioun
7450 Wildercliff Drive
Atlanta, GA 30328
If to Company:
Richard C. Mosher, Esq.
General Counsel
Intellisync Corporation
2550 N. First St., Suite 500
San Jose, CA 95131
19.
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 SPECIFICALLY SET FORTH IN THIS AGREEMENT.
20.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION HEREOF BECOMES OR
IS DECLARED BY A COURT OF COMPETENT JURISDICTION OR THE ARBITRATOR(S) UNDER
PARAGRAPH 18 TO BE ILLEGAL, UNENFORCEABLE OR VOID, THIS AGREEMENT SHALL CONTINUE
IN FULL FORCE AND EFFECT WITHOUT SAID PROVISION SO LONG AS THE REMAINING
PROVISIONS REMAIN INTELLIGIBLE AND CONTINUE TO REFLECT THE ORIGINAL INTENT OF
THE PARTIES.
21.
ENTIRE AGREEMENT. THIS AGREEMENT AND THE DOCUMENTS AND AGREEMENTS
REFERRED TO HEREIN REPRESENT THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN
COMPANY AND EXECUTIVE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT AND
EXECUTIVE'S RELATIONSHIP WITH COMPANY, AND SUPERSEDES AND REPLACES ANY AND ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES CONCERNING THE SUBJECT
MATTER OF THIS AGREEMENT AND EXECUTIVE'S RELATIONSHIP WITH COMPANY, (EXCEPT THAT
THE CONFIDENTIALITY AGREEMENT AND THE STOCK AGREEMENT MAY BE MODIFIED BUT NOT
REPLACED HEREOF).
8
22.
NO WAIVER.
THE FAILURE OF EITHER OF THE PARTIES TO INSIST UPON
THE PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, OR THE
FAILURE TO PROSECUTE ANY BREACH OF ANY OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, SHALL NOT BE CONSTRUED THEREAFTER AS A WAIVER OF ANY SUCH TERMS OR
CONDITIONS.
THIS ENTIRE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AS IF
NO SUCH FORBEARANCE OR FAILURE OF PERFORMANCE HAD OCCURRED.
23.
NO ORAL MODIFICATION.
THIS AGREEMENT MAY ONLY BE AMENDED IN A
WRITING SIGNED BY EXECUTIVE AND THE COMPANY.
24.
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
EXECUTED AND DELIVERED WITHIN THE STATE OF CALIFORNIA, AND IT SHALL BE
CONSTRUED, INTERPRETED, GOVERNED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
TO THE
EXTENT THAT EITHER PARTY SEEKS INJUNCTIVE RELIEF IN ANY COURT HAVING
JURISDICTION EACH PARTY HEREBY CONSENTS TO PERSONAL AND EXCLUSIVE JURISDICTION
AND VENUE IN THE STATE AND FEDERAL COURTS OF THE STATE OF CALIFORNIA.
25.
EFFECTIVE DATE.
THIS AGREEMENT IS EFFECTIVE AFTER IT HAS BEEN
SIGNED BY BOTH PARTIES AND AFTER SEVEN (7) DAYS HAVE PASSED SINCE EXECUTIVE HAS
SIGNED THE AGREEMENT ("THE EFFECTIVE DATE").
26.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, AND
EACH COUNTERPART SHALL HAVE THE SAME FORCE AND EFFECT AS AN ORIGINAL AND SHALL
CONSTITUTE AN EFFECTIVE, BINDING AGREEMENT ON THE PART OF EACH OF THE
UNDERSIGNED.
27.
VOLUNTARY EXECUTION OF AGREEMENT.
THIS AGREEMENT IS EXECUTED
VOLUNTARILY AND