Governing Law and Choice of Forum Contract Clauses (62)

Governing Law and Choice of Forum. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law rules. The parties agree that any action or proceeding with respect to this Agreement shall be brought exclusively in the state and federal courts sitting in New York County or Westchester County, New York. The parties agree to the personal jurisdiction thereof, and irrevocably waive any objection to the venue of such action, including any objection that... the action has been brought in an inconvenient forum. Notwithstanding anything in this paragraph, (a) if you are, and have been for at least thirty (30) days immediately preceding, a resident of or an employee in Massachusetts at the time of the termination of your employment with IBM, the law of Massachusetts shall apply to this Agreement, and (b) if you reside in Massachusetts, and have resided for at least thirty (30) days immediately preceding at the time of the termination of your employment with IBM, any action or proceeding with respect to this Agreement may be brought in the county where you reside. [INSERT EMPLOYEE NAME HERE] INTERNATIONAL BUSINESS MACHINES CORPORATION By: By: (Employee Signature) Diane J. Gherson Senior Vice President, Human Resources Employee Serial No. Date 8 EX-10.2 3 a18-19046_1ex10d2.htm EX-10.2 Exhibit 10.2 NONCOMPETITION AGREEMENT In recognition of your critical role as a senior executive with International Business Machines Corporation ("IBM") and in recognition of your access to IBM Confidential Information and/or IBM customer goodwill by virtue of your position, and/or your membership on the Acceleration Team, and/or your appointment as an IBM Fellow, and/or as mutually agreed upon consideration for your promotion or hiring as a senior executive, including your eligibility for awards to be granted to you under an IBM Long-Term Performance Plan (which constitutes independent consideration for Paragraph 1(e) herein), and/or for other good and valuable consideration, you ("Employee" or "you") agree to the terms and conditions herein of this Noncompetition Agreement (the "Agreement"). Capitalized terms not otherwise defined shall have the meaning ascribed to them in Paragraph 2. View More

Governing Law and Choice of Forum. This Agreement shall be construed and enforced in accordance with the laws of the State of Indiana, notwithstanding any state's choice-of-law rules to the contrary. The parties agree that this Agreement is deemed to have been entered into in the State of Indiana and the State of Indiana has a material interest in the consistent enforcement of Company's agreements. Accordingly, the parties agree that any legal -9- action relating to this Agreement shall be commenced and maintained exclusively bef...ore the United States District Court for the Northern District of Indiana if jurisdiction permits, or otherwise before any appropriate state court located in Kosciusko County, Indiana. The parties hereby submit to the jurisdiction of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue, in any action commenced or maintained in such courts. Language translations aside, the English version shall govern. View More

Governing Law and Choice of Forum. 20.1 This Agreement will be construed and enforced according to the laws of the State of New York, other than the choice of law provisions thereof. 20.2 To the extent not otherwise provided for by Section 15, the Parties consent to the exclusive jurisdiction of all state and federal courts located in New York, as well as to the jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with..., this Agreement or that otherwise arise out of the employment relationship. Each Party hereby expressly waives (i) any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than the courts described above, and covenants that it will not seek in any manner to resolve any dispute other than as set forth in this paragraph, and (ii) any and all objections either may have to venue, including the inconvenience of such forum, in any of such courts. In addition, each Party consents to the service of process by personal service or any manner in which notices may be delivered hereunder in accordance with this Agreement. View More