Complete Agreement Contract Clauses (961)

Complete Agreement. This Agreement constitutes the entire Agreement with respect to the subject matter hereof and cancels and supersedes any and all other previous agreements with respect to the subject matter hereof. The terms of this Agreement shall survive the termination of and any change in Employee's position with the Company.

Complete Agreement. This Agreement represents and contains the entire understanding between the parties in connection with the subject matter of this Agreement. It is expressly acknowledged and recognized by the parties that there are no oral or written collateral agreements, understandings, or representations between the parties other than as contained in this Agreement, and any such prior agreements are specifically terminated.

Complete Agreement. This Agreement contains the complete agreement and understanding concerning the employment arrangement between the parties and, except as set forth in Sections 5.2(c), 5.3(c), 6.6 and 7 of this Agreement, supersedes all other agreements, understandings or commitments between the parties as to such subject matter. No amendment, waiver or revocation of this Agreement shall be effective unless set forth in writing expressly stating the amendment, waiver or revocation and signed by an authorized off...icer of Employer. View More

Complete Agreement. This Agreement, together with the Restrictive Covenants, to the extent explicitly incorporated herein by reference, contain the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Consultant by any of its agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to th...e subject matter hereof. Consultant acknowledges that it is entering into the Agreement solely on the basis of the representations contained herein. View More

Complete Agreement. This Agreement embodies the complete agreement and understanding among the Parties and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way. 15 21. Counterparts. This Agreement may be executed by facsimile or e-mailed signature pages (including via PDF) in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one... and the same agreement. View More

Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all prior or contemporaneous oral or written agreements (including but not limited to the September 2018 Agreement) and understandings between them with respect to the subject matter hereof.

Complete Agreement. This Agreement contains the entire agreement and understanding of the Parties and fully supersedes all prior and contemporaneous agreements, correspondence, discussions and understandings between the Parties hereto pertaining to the subject matter hereof. In case of conflict between Appendix A and the body of this Agreement, the body of this Agreement shall control. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together will co...nstitute one and the same instrument. If a Party to this Agreement signs the signature page and faxes (or scans and emails) the signature page to the other Party, then such signature page shall be deemed an original signature page to this Agreement and shall constitute the execution and delivery of this Agreement by the sending Party. There have been no representations, inducements, promises or agreements of any kind that have been made by any Party, or by any person acting on behalf of any Party, which are not embodied within this Agreement. This Agreement may not be changed or altered except in writing duly executed by Eventbrite and the Advisor, or their duly authorized representatives. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach. The headings in this Agreement are inserted for convenience of reference only and are not intended to define, limit or in any way describe the scope of this Agreement or the intent of any provisions hereof. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both Parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. View More

Complete Agreement. This Award Agreement shall constitute the entire agreement between the parties hereto and shall supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Award Agreement.

Complete Agreement. This Agreement, the Confidentiality Agreement, and any stock option or other equity agreements between Employer and Employee contain the complete agreement concerning the terms and conditions of the employment arrangement between the parties. Except for the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms, and any stock option or other equity agreements between Employer and Employee, which shall remain in full force and effect in accordance with... their terms except to the extent they are agreements evidencing Equity Awards and have been amended by this Agreement, this Agreement shall, as of the Effective Date, supersede all other agreements between the parties, including without limitation the Prior Agreement. The parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or any representations including the execution and delivery hereof except such representations as are specifically set forth herein and the parties hereto acknowledge that they have relied on their own judgment in entering into this Agreement. SPS COMMERCE, INC. EMPLOYEE EMPLOYER By: /s/ Archie C. Black By: /s/ Tami Reller Name: Tami Reller Its: Director and Authorized Signatory Date: February 13, 2020 Date: February 13, 2020 EX-10.1 2 d890301dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SPS COMMERCE, INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Executive Severance and Change in Control Agreement (the "Agreement"), dated effective as of February 13, 2020 (the "Effective Date"), is entered into by and between Archie C. Black ("Employee"), and SPS Commerce, Inc., a Delaware corporation, with offices at SPS Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 ("Employer"). WHEREAS, Employer is engaged in the business of developing, marketing and distributing computer software products and services; and WHEREAS, Employee is currently employed by Employer as Employer's Chief Executive Officer; and WHEREAS, Employee and Employer are parties to an Executive Severance Change in Control Agreement, dated November 14, 2017 (the "Prior Agreement") and a Confidentiality, Intellectual Property Assignment and Restrictive Covenant Agreement, dated November 14, 2017 (the "Confidentiality Agreement"); and WHEREAS, Employer and Employee desire to amend, modify and restate the Prior Agreement; WHEREAS, Under the terms and conditions of the Confidentiality Agreement, Employee previously agreed to certain obligations with respect to non-disclosure of Employer's trade secrets and confidential information, disclosure and assignment of intellectual property and non-competition and non-solicitation restrictions that apply during Employee's employment with Employer and for a period thereafter; and WHEREAS, Employee is willing to continue to be employed by Employer, and Employer is willing to continue to employ Employee, on the terms, covenants, and conditions included in this Agreement and the Confidentiality Agreement and as hereinafter set forth. For the reasons set forth above, and in consideration of the mutual promises and agreements hereinafter set forth, Employer and Employee agree as follows: 1. TERM. Employer and Employee agree that the term of this Agreement is the period commencing on the Effective Date and continuing until Employee's employment with Employer is terminated (the "Term"). Employee understands that Employer is an at-will employment employer, and that this means the employment relationship may be terminated by either party at any time and for any reason and that this Agreement is not a contract for employment for any specific length of time. View More

Complete Agreement. This Agreement constitutes and contains the entire agreement and final understanding concerning Executive's employment, separation from the same, and the other subject matters addressed herein between the parties, except that the Code 7 Section 409A provisions set forth in Section 7 of the Employment Agreement, the indemnification provisions set forth in Section 8 of the Employment Agreement, the confidentiality, non-solicitation, non-competition and non-disparagement provisions set forth in Sec...tions 9 and 10 of the Employment Agreement, the dispute resolution provisions set forth in Section 14 of the Employment Agreement and the clawback provision set forth in Section 16(f) of the Employment Agreement shall remain in full force and effect. It is intended by the parties as a complete and exclusive statement of the terms of the Agreement. It supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party. This is a fully integrated agreement. To the extent there is any conflict between this Agreement and the Employment Agreement, this Agreement shall govern. View More