BE.
ALL ARBITRATION PROCEDURES SHALL BE HELD IN FORT
LAUDERDALE, FLORIDA AND SHALL BE SUBJECT TO THE CHOICE OF LAW PROVISIONS SET
FORTH IN SECTION 13 OF THIS AGREEMENT.
B)
IN THE EVENT OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT
FOR WHICH ANY PARTY IS SEEKING INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE OR OTHER
EQUITABLE RELIEF, SUCH MATTER MAY BE RESOLVED BY LITIGATION.
ACCORDINGLY, THE
PARTIES SHALL SUBMIT SUCH MATTER TO THE EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA OR, IF JURISDICTION
IS NOT AVAILABLE THEREIN, ANY OTHER COURT LOCATED IN BROWARD COUNTY, FLORIDA,
AND HEREBY WAIVE ANY AND ALL OBJECTIONS TO SUCH JURISDICTION OR VENUE THAT THEY
MAY HAVE.
EACH PARTY AGREES THAT PROCESS MAY BE SERVED UPON SUCH PARTY IN ANY
MANNER AUTHORIZED UNDER THE LAWS OF THE UNITED STATES OR FLORIDA, AND WAIVES ANY
OBJECTIONS THAT SUCH PARTY MAY OTHERWISE HAVE TO SUCH PROCESS.
13.
MISCELLANEOUS.
A)
THIS AGREEMENT REPRESENTS THE COMPLETE UNDERSTANDING
BETWEEN YOU AND THE COMPANY AND SUPERSEDES ANY AND ALL OTHER AGREEMENTS BETWEEN
THE PARTIES, INCLUDING WITHOUT LIMITATION, THE EMPLOYMENT AGREEMENT AND THE
CHANGE IN CONTROL AGREEMENT, EACH BETWEEN YOU AND THE COMPANY AND EACH DATED
NOVEMBER 30, 2003, AS ALL SUCH HAVE BEEN AMENDED TO DATE, AS WELL AS ANY
MEMORANDUMS, LETTERS OR OTHER AGREEMENTS REGARDING YOUR EMPLOYMENT OR SEPARATION
FROM THE COMPANY.
NO OTHER PROMISES OR AGREEMENTS WILL BE BINDING UNLESS IN
WRITING AND SIGNED BY YOU AND THE COMPANY.
B)
EXCEPT AS IT MAY BE PREEMPTED BY ERISA, THIS AGREEMENT WILL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD
TO THAT STATE'S PRINCIPLES OF CONFLICTS OF LAW.
C)
IF, AT ANY TIME AFTER THE EXECUTION OF THIS AGREEMENT, ANY PROVISION OF
THIS AGREEMENT WILL BE HELD TO BE ILLEGAL OR UNENFORCEABLE BY A COURT OF
COMPETENT JURISDICTION, SOLELY SUCH PROVISION WILL BE OF NO FORCE OR EFFECT.
EXCEPT WITH RESPECT TO CLAIMS UNDER THE ADEA, IF YOU SEEK TO CHALLENGE THE
VALIDITY OF OR OTHERWISE VITIATE THIS AGREEMENT, YOU WILL, AS A PRECONDITION, BE
REQUIRED TO REPAY THE COMPANY ALL AMOUNTS PAID TO YOU BY THE COMPANY PURSUANT TO
THIS AGREEMENT AND, IF APPLICABLE, THE COMPANY WILL NOT BE REQUIRED TO MAKE ANY
ADDITIONAL PAYMENTS.
D)
THIS AGREEMENT IS BINDING UPON, AND WILL INURE TO THE BENEFIT OF, YOU AND
THE COMPANY AND YOUR AND ITS RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS,
SUCCESSORS AND ASSIGNS.
IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE RESTRICTIVE COVENANTS CONTAINED IN SECTIONS 5 AND 6, AS WELL AS
THE PROVISIONS IN SECTIONS 7 AND 8 ARE INTENDED FOR THE BENEFIT OF ANY SUCCESSOR
OF SPHERION, AND SUCH SUCCESSOR SHALL BE ENTITLED TO ENFORCE SUCH SECTIONS ON
THE TERMS AND CONDITIONS AS THE COMPANY.
E)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, INCLUDING BY
FACSIMILE SIGNATURES, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME