General Provisions Contract Clauses (6,109)

General Provisions. (a) This agreement shall be governed by the laws of the State of Florida, without giving effect to any principles of conflicts of law that would result in application of the law of any other jurisdiction. (b) This Agreement represents the sole agreement of the Executive and the Company concerning the subject matter hereof and supersedes all prior communications, representations and negotiations, whether oral or written, concerning such subject matter. (c) This Agreement can only be modified or a...mended by the written consent of both Executive and the Company hereto which states that it constitutes an amendment hereto. (d) No purported waiver of any provision of this Agreement shall be legally effective unless upon the Party providing such waiver has duly executed and delivered to the other Party a written instrument which states that it constitutes a waiver of one or more provisions of this Agreement and specifies the provision(s) that are being waived. Failure by either Party to pursue remedies or assert rights under this Agreement shall not be construed as waiver of that Party's rights or remedies, nor shall a Party's failure to demand strict compliance with the terms and conditions of this Agreement prohibit or estop that Party from insisting upon strict compliance in the future. (e) This Agreement shall bind the Parties' respective heirs, successors, representatives and permitted assigns (f) No Person other than Parties and their respective heirs, successors, representatives and permitted assigns of the parties is a party to, or shall otherwise have any rights with respect to, this Agreement. (g) This Agreement may be executed in any number of counterparts and it shall not be necessary for the parties to execute any of the same counterparts hereof. Counterparts to this Agreement may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. View More

General Provisions. 5.1 Governing Law; Entire Agreement. This letter agreement shall be governed in all respects by the laws of the State of California without regard to choice of laws or conflict of laws provisions thereof. This letter agreement, the Stock Issuance Agreements related to the Shares and the Restricted Shares, and the Plan shall constitute the full and entire understanding and agreement between Participant and the Company with regard to the subject matter hereof and thereof. 5.2 Severability. If any ...provision of this letter agreement or the Supplemental SIA becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this letter agreement and the balance of this letter agreement shall be enforceable in accordance with its terms. 5.3 Titles and Subtitles. The titles and subtitles used in this letter agreement are used for convenience only and are not to be considered in construing or interpreting this letter agreement. If you agree with all of the foregoing terms and provisions, please sign and date this letter and return them to my attention by January 30, 2017. If you have any questions regarding this matter or this letter agreement, please don't hesitate to contact me or the Company's outside counsel, Ellen Bancroft. Sincerely, VERITONE, INC. /S/ CHAD STEELBERG By: Chad Steelberg, CEO I hereby accept the foregoing amended Offer Letter. I have read and understand and agree to its terms. I understand that the Offer Letter, as so amended, together with the Stock Issuance Agreements and sets forth the entire agreement between myself and the Company, regarding the terms of employment and supersedes any prior agreements, understanding or discussion which I may have prior to signing this letter agreement. /S/ PETER F. COLLINS Date: January 23, 2017 Peter F. Collins EX-10.5 10 d255465dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 October 10, 2016 Pete Collins 626 Canterbury Road San Marino, CA 91108 Re: Offer of Employment Dear Pete: Veritone, Inc. (the "Company") is pleased to offer you full-time employment on the following terms: 1. Position. You will be employed in the full-time position of Senior Vice President, Finance, Chief Financial Officer. In this position, you will report to Chad Steelberg, Chief Executive Officer, or as otherwise directed by him, and your base of employment will be the Company's headquarters in Newport Beach, California. A description of this position, and other job-related expectations, will be provided to you after you commence your employment. Your employment status will be exempt and therefore ineligible for overtime. As a full-time employee, the Company requires that you devote your full business time, attention, skills and efforts to the duties and responsibilities of your position. View More

General Provisions. This Agreement may not be terminated prior to the end of its term without the written consent of the Eligible Employee. This Agreement may be amended by the Committee at any time; provided, however, that this Agreement may not be amended without the written consent of the Eligible Employee if such amendment would in any manner adversely affect the rights of the Eligible Employee under this Agreement. (b) Assignment. Except as otherwise provided herein or by law, no right or interest of the Eligi...ble Employee under this Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer 9 thereof shall be effective. Notwithstanding the preceding sentence, if the Eligible Employee is unable to care for his affairs when a payment is due under this Agreement to the Eligible Employee, payment may be made directly to his legal guardian or personal representative. (c) Compliance with Law. Notwithstanding subsection (a) above or any other provision of this Agreement to the contrary, the Company may amend, modify or terminate this Agreement, without the consent of the Eligible Employee, as the Company deems necessary or appropriate to ensure compliance with any law, rule, regulation or other regulatory pronouncement applicable to this Agreement, including, without limitation, Section 409A of the Code and any Treasury Regulations or other guidance thereunder. (d) Governing Law. This Agreement shall be construed and enforced according to the laws of the Commonwealth of Virginia to the extent not preempted by federal law, without regard to any conflict of laws principles that would apply the law of another jurisdiction. (e) Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed and enforced as if such provisions had not been included. (f) Headings and Terms. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Agreement, and shall not be employed in the construction of the Agreement. Capitalized terms shall have the meanings given herein. Singular nouns shall be read as plural and masculine pronouns shall be read as feminine, and vice versa, as appropriate. (g) No Assurance of Employment. Neither the execution and delivery of this Agreement by the Company and the Eligible Employee nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving the Eligible Employee the right to be retained in the service of the Employer, and the Eligible Employee shall remain subject to discharge to the same extent as if this Agreement had never been entered into. (h) Successors. This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of the parties, including the Eligible Employee and any successor to the Company. If the Eligible Employee incurs a Severance during the Change in Control Protection Period but dies before his Change in Control Severance Benefits have been fully paid, any unpaid amounts shall be paid to the executor, personal representative or administrators of the Eligible Employee's estate in a lump sum payment no later than the fifteenth day of the third calendar month following the Eligible Employee's death. 10 (i) Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when hand delivered, sent by overnight courier, or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by telegram, telecopy, or telex, addressed, in the case of the Eligible Employee, to the Eligible Employee's address as shown on the Company's records, and, in the case of the Company or the Administrator, to the Company's principal office, to the attention of the Chief Executive Officer or to the Chairman of the Committee, as applicable, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. (j) Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof. Any and all prior agreements or understandings with respect to such matters are hereby superseded. View More

General Provisions. (a) Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, and shall be deemed given when so delivered personally, or sent by facsimile transmission or, if mailed, three days after the date of mailing, to the address set forth on the signature page to this Agreement. (b) This Agreement contains the entire agreement between th...e parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. (c) Polinsky represents and warrants that he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit Polinsky's ability to perform his obligations under this Agreement, including but not limited to non-competition agreements, non-solicitation agreements or confidentiality agreements. (d) This Agreement may be amended, superseded, canceled, renewed or extended, and no provision of this Agreement may be waived, except by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. (e) This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota applicable to agreements made and not to be performed entirely within such state, without regard to conflicts-of-laws principles. The parties irrevocably agree to submit to the jurisdiction and venue of the courts of the State of Minnesota, in any action or proceeding brought with respect to or in connection with the Agreement. (f) The parties acknowledge and agree that Polinsky's breach or threatened breach of any of the restrictions set forth in this Sections 5, 6 or 7 will result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law and that the Company shall be entitled to equitable relief, including specific performance and injunctive relief as remedies for any such breach or threatened or attempted breach. Polinsky hereby consents to the grant of an injunction (temporary or otherwise) against Polinsky or the entry of any other court order against Polinsky prohibiting and enjoining him from violating, or directing him to comply with any provision of Section 5, 6 or 7. Polinsky also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company against him for such breaches or threatened or attempted breaches. (g) This Agreement, and the rights and obligations hereunder, may not be assigned or delegated by either party without the prior written consent of the other party. (h) This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. (i) If any provision of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, unenforceable or against public policy for any reason, then the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. Polinsky acknowledges that the restrictive covenants contained in Sections 5, 6 and 7 are a condition of this Agreement and are reasonable and valid in all respects. (j) The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes. View More

General Provisions. 8.1 NOTICES. 8.2 RIGHT TO INJUNCTIVE RELIEF. 8.3 PARTIAL INVALIDITY/SEVERABILITY/NO AMENDMENT OF EXISTING AGREEMENTS. 8.4 WAIVER. 8.5 WITHHOLDING. 8.6 COMPLETE AGREEMENT. 8.7 COUNTERPARTS. 8.8 HEADINGS. 8.9 SUCCESSORS AND ASSIGNS. 8.10 CHOICE OF LAW/VENUE. 8.11 ATTORNEYS' FEES.

General Provisions. This Restrictive Covenant and Invention Assignment Agreement will be governed by and construed according to the laws of the Commonwealth of Pennsylvania as such laws are applied to Restrictive Covenant and Invention Assignment Agreements. I acknowledge and agree that I have had an opportunity to seek advice of counsel in connection with this Restrictive Covenant and Invention Assignment Agreement and that the covenants contained herein are reasonable in geographical, temporal and other scope and... in all other respects. If any court or other decision-maker of competent jurisdiction determines that any of my covenants contained in this Restrictive Covenant and Invention Assignment Agreement, or any part thereof, is unenforceable because of the duration, geography or other scope of such provision, then, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced. In case any one or more of the provisions contained in this Restrictive Covenant and Invention Assignment Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in all respects (even as reformed by the court), such invalidity, illegality or unenforceability shall not affect the other provisions of this Restrictive Covenant and Invention Assignment Agreement, and this Restrictive Covenant and Invention Assignment Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Restrictive Covenant and Invention Assignment Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, it successors, and its assigns. The provisions of this Restrictive Covenant and Invention Assignment Agreement shall survive the termination of my employment or engagement with the Company and the assignment of this Restrictive Covenant and Invention Assignment Agreement by the Company to any successor-in-interest or other assignee. No waiver by the Company of any breach of this Restrictive Covenant and Invention Assignment Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Restrictive Covenant and Invention Assignment Agreement shall be construed as a waiver of any other right. The obligations pursuant to Sections 1 and 2 of this Restrictive Covenant and Invention Assignment Agreement shall apply to any time during which I was previously retained to perform services for the Company, or am in the future employed or retained to perform services for the Company, by the Company as a consultant. This Restrictive Covenant and Invention Assignment Agreement is the final, complete and exclusive Restrictive Covenant and Invention Assignment Agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Restrictive Covenant and Invention Assignment Agreement, nor any waiver of any rights under this Restrictive Covenant and Invention Assignment Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Restrictive Covenant and Invention Assignment Agreement. -5- This Restrictive Covenant and Invention Assignment Agreement shall be effective as of the date set forth below. Dated: ______________, 2019 I have read this Agreement carefully and understand its terms. I have completely filled out the Prior Inventions Schedule to this Agreement. Name: STEVE FURLONG Address: ACCEPTED AND AGREED TO: NEURONETICS, INC. 3222 Phoenixville Pike Malvern, PA 19355 Name: Christopher A. Thatcher Title: President, Chief Executive Officer Date: , 2019 -6- PRIOR INVENTIONS SCHEDULE FROM: DATE: _____________, 2019 SUBJECT: Prior Inventions 1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment or engagement with the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment or engagement by the Company: ☐ No inventions or improvements. ☐ See below: ☐ Additional sheets attached. View More

General Provisions. 10.1Notices. 10.2Severability. 10.3Waiver. 10.4Complete Agreement. 10.5Counterparts. 10.6Headings. 10.7Successors and Assigns. 10.8Tax Withholding. 10.9Choice of Law.

General Provisions. 7.2 Notice. 7.4 Non-Waiver of Breach. 7.5 Severability. 7.6 Governing Law. 7.7 Waiver of Jury Trial. 7.8 Entire Agreement. 7.9 Binding Effect. 7.10 Headings. 7.11 Counterparts. 7.12 Specific Enforcement; Remedies. 7.13 Taxes & IRC Section 409A Matters. 7.14 Survival. 7.15 Review by Counsel.

General Provisions. The failure of the Company at any time to enforce performance by Speer of any provisions of this Agreement shall in no way affect the Company's rights thereafter to enforce the same, nor shall the waiver by the Company of any breach of any provision hereof be held to be a waiver of any other breach of the same or any other provision. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company; provided, however, it is understo...od and agreed that the services to be rendered and the duties to be performed by Speer hereunder are of a special, unique and personal nature and that it would be difficult or impossible to replace such services; by reason thereof, Speer may not assign either the benefits or the obligations of this Agreement. c. Speer shall be considered an employee of the Company within the meaning of all federal, state, and local laws and regulations governing unemployment insurance, workers' compensation, industrial accident, labor and taxes. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral and written agreements and negotiations between the parties with respect to services to be provided by Speer to the Company, including, without limitation, any consulting agreement with the Company to which Speer may be a party as of the Effective Date, and any compensation heretofore received or which may be receivable by Speer pursuant to any such prior agreement shall be adjusted as necessary to reflect the termination of such agreement and the effectiveness of this Agreement as of the Effective Date. The headings of the several paragraphs in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. This Agreement may not be modified except by a written instrument signed by all parties hereto. All clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, such clauses or covenants shall be limited as permitted under applicable law, or, if the same are not susceptible to such limitation, this Agreement shall be interpreted as if such invalid clauses or covenants were not contained herein. This Agreement is made with reference to the laws of the State of California and shall be governed by and construed in accordance therewith. Any litigation concerning or to enforce the provisions of this Agreement shall be brought in the courts of the State of California. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, may, with the prior consent of both the Company and Speer, be settled by binding arbitration in Los Angeles, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association. View More

General Provisions. 13.1Notices. 13.2Severability. 13.3Waiver. 13.4Complete Agreement. 13.5Counterparts. 13.6Headings. 13.7Successors and Assigns. 13.8 Tax Withholding and Indemnification. 13.9 Choice of Law.