Governing Law Contract Clauses (30,438)

Grouped Into 1,148 Collections of Similar Clauses From Business Contracts

This page contains Governing Law clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Governing Law. This Plan and all grants and Awards and actions taken thereunder shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware.
Governing Law. This The Plan and all grants and Awards awards and actions taken thereunder shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware. Ohio.
Governing Law. This Plan and all grants and Awards awards and actions taken thereunder shall hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Delaware.
Governing Law. This Plan and all grants and Awards awards and actions taken thereunder shall hereunder will be governed by and construed in accordance with the internal substantive laws of the State of Delaware.
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Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determi...ned in accordance with such laws. AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. View More
Governing Law. This Agreement Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall be determined in ...accordance with such laws. OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. View More
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Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
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Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia.
Governing Law. This Agreement amendment is governed by and shall be governed by construed under the laws of the Commonwealth of Virginia.
Governing Law. This Agreement Amendment shall be construed in accordance with and be governed by the laws (without giving effect to the conflict of law principles thereof) of the Commonwealth of Virginia.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.
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Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
Governing Law. This Agreement Plan shall be governed by and construed in accordance with the laws of the State state of Florida.
Governing Law. This The parties hereto agree that this Agreement shall be governed by construed and construed enforced in accordance with and governed by the laws of the State of Florida.
Governing Law. This Agreement shall be governed by construed and construed enforced in accordance with the laws of the State state of Florida.
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Governing Law. This Agreement will be governed by the laws of Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, Texas, or the federal courts for the United States for the Western District of Texas, and no other courts, where ...this Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 UPLAND SOFTWARE, INC. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Inc. 2014 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Number of Restricted Stock Units Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Upland Software, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. The Company hereby grants to the individual named in the Notice of Grant (the "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Award Agreement will be governed by the laws of Texas, the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, California, and agree that such litigation will be conducted in the courts of Travis San Mateo County, Texas, California, or the federal court...s for the United States for the Western Northern District of Texas, California, and no other courts, where this Award of Restricted Stock Unit Units is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 EX-10.11 11 d784989dex1011.htm EX-10.11 EX-10.11 Exhibit 10.9 UPLAND SOFTWARE, 10.11 YODLEE, INC. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Yodlee, Inc. 2014 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Award Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. Agreement"). I. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has You have been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Number of Restricted Stock Units Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units Unit will vest in accordance with the following schedule: [Insert Vesting Schedule] [INSERT VESTING SCHEDULE.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, Unit, the Restricted Stock Units Unit and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Upland Software, Yodlee, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, YODLEE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Award Agreement (the "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Award Agreement will be governed by the laws of the State of Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, Texas, or the federal courts for the United States for the Western Distri...ct of Texas, and no other courts, where this Award of Restricted Stock Unit Units is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 -10- EX-10.22 6 d648718dex1022.htm EX-10.22 EX-10.22 Exhibit 10.9 UPLAND SOFTWARE, 10.22 For Use In France (Tax Favored) HOMEAWAY, INC. 2014 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, HomeAway, Inc. 2014 2011 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Award Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. Agreement"). I. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has You have been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan Plan, the French Addendum "Exhibit B", and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Number of Restricted Stock Units It is intended that Restricted Stock Units granted pursuant to this Award Agreement shall qualify for the favorable tax and social insurance treatment applicable under Articles L.225-197-1 to L.225-197-5 of the French Commercial Code, i.e. "Free Shares" regime (attribution d'actions gratuites) as subsequently amended, and in accordance with the relevant provisions set forth by French tax law and the French tax administration. Any provision included in the Plan or any other document evidencing the terms and conditions of the Plan that would contravene any substantive provision set out in Articles L.225-197-1 to L.225-197-5 of the French Commercial Code shall not apply to Employees who are residents of France. Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units Unit will vest in accordance with the following schedule: [Insert Vesting Schedule] 100% vesting after the expiration of a (2) two-year period from the Date of Grant. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, Unit, the Restricted Stock Units Unit and Participant's right to acquire any Shares hereunder will immediately terminate. -1- For Use In France (Tax Favored) By Participant's signature and the signature of the representative of Upland Software, HomeAway, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, A and Exhibit B, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, HOMEAWAY, INC. Signature By Print Name Title Residence Address: -2- For Use In France (Tax Favored) EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Award Agreement (the "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 19 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Agreement will be governed by the laws of Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that -7- arises under this Award of Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, Texas, or the federal courts for the United States for the Western District of Texas, and no other c...ourts, where this Award of Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 -8- EX-10.8 11 d710680dex108.htm EX-10.8 EX-10.8 Exhibit 10.9 10.8 UPLAND SOFTWARE, INC. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Inc. 2014 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes "Agreement"), including the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Restricted Stock Units Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Upland Software, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, exhibits hereto, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: PARTICIPANT UPLAND SOFTWARE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual Participant named in the Notice of Grant (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
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Governing Law. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
Governing Law. The laws of the State of Delaware Texas shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts conflict of laws.
Governing Law. The laws of the State of Delaware Nevada shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
Governing Law. The laws of the State of Delaware shall govern the interpretation, validity validity, administration, enforcement and performance of the terms of this Agreement and each Award Supplement regardless of the law that might be applied under principles of conflicts of laws.
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Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).
Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware Oklahoma (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).
Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware Maryland (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).
Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware Texas (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).
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Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws.
Governing Law. This Agreement Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without regard to principles conflicts of conflict of laws. laws principles.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, Colorado without regard to principles of conflict of laws. laws issues.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its principles of conflict of laws.
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Governing Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware.
Governing Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. Delaware without regard to conflict of law principles thereof.
Governing Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. Florida.
Governing Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. California.
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