Entire Agreement Contract Clauses (18,614)

Grouped Into 967 Collections of Similar Clauses From Business Contracts

This page contains Entire Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior severance agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, provided, however, that any Change of Control Agreement, option agreement, Assignment of Intellectual Property and Non-Competition Agreement shall remain in full force and effect.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior severance and employment related agreements, if any, including, without limitation, the Change of Control Agreement and the Severance Agreement, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, provided, however, that any Change of Control Agreement, option agreement, Assignment of Intellectual Property or other equity award ag...reements, and Non-Competition Agreement shall remain in full force and effect. View More
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Entire Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to its subject matter and supersedes all prior agreements between the parties hereto with respect to its subject matter, including, but not limited to, all employment agreements, change of control agreements, non-competition agreements or any other agreement related to Executive's employment with the Company; provided, however, nothing herein shall affect the terms of any indemnification agreement by and betwe...en the Company and Executive or any general indemnification policy in favor of Executive, which shall continue and remain in full force and effect. View More
Entire Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to its subject matter and supersedes all prior agreements between the parties hereto with respect to its subject matter, including, but not limited to, all employment agreements, change of control agreements, non-competition agreements or any other agreement related to Executive's employment with the Company; provided, however, nothing herein shall affect the terms of any indemnification agreement by and betwe...en the Company and Executive or any general indemnification policy in favor of Executive, which shall continue and remain in full force and effect. 9 19. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee to the extent federal law does not apply. View More
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Entire Agreement. This Agreement sets forth the entire agreement between the Parties concerning the termination of Mr. Murphy's employment and his service as a director or consultants to the Company and the Company Bank and supersedes any other written or oral promises concerning the subject matter of this Agreement. No waiver or amendment of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by the Parties.
Entire Agreement. This Agreement sets forth the entire agreement between the Parties concerning the termination of Mr. Murphy's Brady's employment and his service as a director or consultants to the Company and the Company Bank Bank, and supersedes any other written or oral promises concerning the subject matter of this Agreement. No waiver or amendment of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by the Parties.
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Entire Agreement. This Agreement, when accepted by the Company, will constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. This Agreement may not be modified, changed, waived or terminated other than by a writing executed by all the parties hereto. No course of conduct or dealing shall be construed to mo...dify, amend or otherwise affect any of the provisions hereof. View More
Entire Agreement. This Subscription Agreement, when accepted by the Company, will constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. This Subscription Agreement may not be modified, changed, waived or terminated other than by a writing executed by all the parties hereto. No course of conduct or dealin...g shall be construed to modify, amend or otherwise affect any of the provisions hereof. View More
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Entire Agreement. This Agreement and the exhibits hereto contain the complete agreement among the parties with respect to the transactions contemplated hereby and supersede all prior agreements and understandings among the parties with respect to such transactions.
Entire Agreement. This Agreement and the exhibits hereto contain contains the complete agreement among the parties hereto with respect to the transactions contemplated hereby and supersede supersedes all prior agreements and understandings among the parties hereto with respect to such transactions.
Entire Agreement. This Agreement and the exhibits hereto contain contains the complete agreement among the parties hereto with respect to the transactions contemplated hereby and supersede supersedes all prior agreements and understandings among the parties hereto with respect to such transactions.
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Entire Agreement. This Agreement contains the entire agreement of Executive and Univar with respect to the subject matter of cash severance payable to Executive in connection with termination of employment, and supersedes all prior agreements and understandings with respect to such subject matter. This Agreement is not intended to have any impact on any employee benefit plans that may provide for benefits following termination of employment, nor is in intended to have any impact on equity-based compensation plans..., grants or arrangements that may include provisions regarding what is forfeited and/or what is payable or continues in effect, as the case may be, following Executive's termination of employment. There are no other representations or agreements related to the terms and conditions of Executive's employment with Univar. This Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver or modification is sought. In order to be binding on Univar, a waiver or modification must be signed by the Executive Chair, Board Chair or Compensation Committee Chair of Univar's Board of Directors. View More
Entire Agreement. This Agreement contains the entire agreement of Executive and Univar Solutions with respect to the subject matter of cash severance payable to Executive in connection with termination of employment, and supersedes all prior agreements and understandings with respect to such subject matter. This Agreement is not intended to have any impact on any employee benefit plans that may provide for benefits following termination of employment, nor is in intended to have any impact on equity-based compensa...tion plans, grants or arrangements that may include provisions regarding what is forfeited and/or what is payable or continues in effect, as the case may be, following Executive's termination of employment. There are no other representations or agreements related to the terms and conditions of Executive's employment with Univar. Univar Solutions. This Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver or modification is -11- sought. In order to be binding on Univar, Univar Solutions, a waiver or modification must be signed by the Executive Chair, Board Chair or Compensation Committee Chair of Univar's Univar Solutions' Board of Directors. View More
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Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by Consultant for Client; provided, however, that in the event of any conflict between the terms of this Agreement and any Project Assignment, the terms of the applicable Project Assignment will control, provided that the Project Ass...ignment specifically calls out the applicable Section number of this Agreement to be superseded and has been signed by an authorized officer of Client. This Agreement may only be changed or amended by mutual agreement of authorized representatives of the parties in writing. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Remainder of page intentionally left blank] 7. 206828269 v9 The parties have executed this Agreement as of the Effective Date. CLIENT: Adverum Biotechnologies, Inc. By: /s/ Leone Patterson Name: Leone Patterson Title: CEO Email: lpatterson@adverum.com Address: CLINVECSOLUTIONS, LLC /s/ Mehdi Gasmi By: Mehdi Gasmi, Managing Member Email Address: For copyright registration purposes only, Consultant must provide the following information for Gasmi: Date of Birth:____________________________ Nationality or domicile: 8. 206828269 v9 EXHIBIT 1 Project Assignment #1 Under Consulting Agreement Dated: September 16, 2019 Project: Consultant will provide Client with consulting services in any area of Consultant's expertise, as requested by Client's CEO. All services shall be performed by Mehdi Gasmi. Schedule of Work: Consultant will provide forty (40) hours per month in Services (or more if requested by the Client, not to exceed 60 hours per month). Fees and Reimbursement: Cash Fee: $700 per hour Consultant will be reimbursed for third party expenses (at cost) if approved in writing in advance by Client. Consultant may be required to travel to Client's offices from time to time and travel expenses will be reimbursed. Consultant will invoice Client monthly for services and expenses and will provide such reasonable receipts or other documentation of expenses as Client might request, including copies of time records. Client will be invoiced on the first day of each month for services rendered and expenses incurred during the previous month. COBRA Payments: If Gasmi timely elects continued coverage under COBRA, Client will pay Gasmi's COBRA premiums to continue Gasmi's coverage (including coverage for eligible dependents, if applicable) ("COBRA Premiums") through June 2020; provided, however, that these payments shall cease if Gasmi becomes eligible for health insurance benefits through a subsequent employer. View More
Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by Consultant for Client; provided, however, that in the event of any conflict between the terms of this Agreement and any Project Assignment, the terms of the applicable Project Assignment will control, provided that the Project Ass...ignment specifically calls out the applicable Section number of this Agreement to be superseded and has been signed by an authorized officer of Client. This Agreement may only be changed or amended by mutual agreement of authorized representatives of the parties in writing. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Remainder of page intentionally left blank] 7. 206828269 v9 Jennifer Cheng The parties have executed this Agreement as of the Effective Date. CLIENT: Adverum Biotechnologies, Inc. By: /s/ Leone Patterson Name: Leone Patterson Title: CEO Email: lpatterson@adverum.com Address: CLINVECSOLUTIONS, LLC /s/ Mehdi Gasmi By: Mehdi Gasmi, Managing Member Jennifer Cheng Jennifer Cheng Email Address: For copyright registration purposes only, Consultant must provide the following information for Gasmi: information: Date of Birth:____________________________ Birth:_________________________ Nationality or domicile: 8. 206828269 v9 EXHIBIT 1 Project Assignment #1 Under Consulting Agreement Dated: September 16, 7, 2019 Project: Consultant will provide Client with consulting services in any area of Consultant's expertise, as requested by Client's CEO. All services shall be performed by Mehdi Gasmi. CEO, including, but not limited to, transitioning directorships, projects, and programs. Schedule of Work: Consultant will provide forty (40) no more than ten hours per month week in Services (or more if requested by the Client, not to exceed 60 hours per month). Services. Fees and Reimbursement: Cash Fee: $700 $800 per hour (not to exceed $32,000 total over the Term of the Consulting Agreement). Consultant will be reimbursed for third party expenses (at cost) if approved in writing in advance by Client. Consultant may be required to travel to Client's offices from time to time and travel expenses will be reimbursed. Consultant will invoice Client monthly for services and expenses and will provide such reasonable receipts or other documentation of expenses as Client might request, including copies of time records. Client will be invoiced on the first day of each month for services rendered and expenses incurred during the previous month. COBRA Payments: If Gasmi timely elects continued coverage under COBRA, Client will pay Gasmi's COBRA premiums The parties have executed this Project Assignment as of the date first written above. CLIENT: Adverum Biotechnologies, Inc. By: /s/ Leone Patterson Name: Leone Patterson Title: CEO CONSULTANT: /s/ Jennifer Cheng 1. 206828269 v9 EX-10.4 5 advm-ex104_267.htm EX-10.4 advm-ex104_267.htm Exhibit 10.4 September 5, 2019 Jennifer Cheng Re:Separation Agreement Dear Jennifer: This letter sets forth the substance of the separation agreement (the "Agreement") that Adverum Biotechnologies, Inc. (the "Company") is offering to continue Gasmi's coverage (including coverage for eligible dependents, if applicable) ("COBRA Premiums") through June 2020; provided, however, that these payments shall cease if Gasmi becomes eligible for health insurance benefits through a subsequent employer. you to aid in your employment transition. View More
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Entire Agreement. This Amendment, together with the Registration Rights Agreement and all other documents and agreements referenced herein or therein, represents the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto or thereto, or between any of them, with respect to the subject matter hereof and thereof.
Entire Agreement. This The Amendment, together with the Registration Rights Agreement and all other documents and agreements referenced herein or therein, herein, represents the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto or thereto, hereto, or between any of them, with respect to the subject matter hereof and thereof.
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Entire Agreement. You understand that this Agreement constitutes the complete understanding between the Company and you, and, supersedes any and all agreements, understandings, and discussions, whether written or oral, between you and any of the Company Entities. No other promises or agreements shall be binding unless in writing and signed by both the Company and you after the Termination Date of this Agreement.
Entire Agreement. You understand that this Agreement constitutes and the Letter Agreement constitute the complete understanding between the Company and you, and, supersedes and supersede any and all agreements, understandings, and discussions, whether written or oral, between you and any of the Company Entities. No other promises or agreements shall be binding unless in writing and signed by both the Company and you after the Termination Effective Date of this Agreement. (as defined below).
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Entire Agreement. The Award Terms and the Plan embody the entire understanding and agreement of the parties with respect to the subject matter hereof (including, without limitation, the obligations and understandings set forth in Section 15(e) of the Plan), and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto.
Entire Agreement. The Award Terms and the Plan embody the entire understanding and agreement of the parties with respect to the subject matter hereof (including, without limitation, the obligations and understandings set forth in Section 15(e) of the Plan), hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto.
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