As a condition of your employment, you are also required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (CIIA) which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary information. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you and the Company are waiving any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be resolved by a mutually-agreed, neutral arbitrator who shall issue a written opinion including essential findings of fact and conclusions of law, (iv) the arbitration shall provide for adequate discovery, (v) in resolving any matter, the arbitrator will strictly follow the substantive law applicable to the dispute, claim or controversy and the arbitrators authority and jurisdiction will be limited to determining the dispute in conformity with applicable law as to liability, damages and remedies, to the same extent as if the dispute was determined by a court without a jury, (vi) the Company will pay all the costs unique to arbitration, including all administrative costs and arbitrator fees, except an amount equal to the filing fees you would have paid had you filed a complaint in a court of law; and (vii) except if prohibited by law, the prevailing party in any arbitration will be entitled to an award of reasonable attorneys fees and costs, in addition to any other relief, if so determined by the arbitrator.
This Agreement will in all respects be governed by the laws of the State of California, without regard to its conflict of law rules. In the event of any conflict between the terms of this Agreement and the terms of any other agreement between you and the Company, the terms of this Agreement will be controlling. This Agreement will inure to the benefit of, be binding on, and enforceable by the parties and their successors, heirs, representatives, and assigns. The Company will require any successors or assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.
This Agreement, including its exhibits and any documents referenced in it or Exhibit A, constitutes the entire agreement between you and the Company regarding the terms of your employment with the Company and supersedes any prior representations or agreements regarding such employment, including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This Agreement, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the CEO of the Company and you.
SutroVax, Inc., 353 Hatch Drive, Foster City, CA 94404