Severability Contract Clauses (27,855)

Severability. If any provision of this Agreement or the application of any provision of it to any person or circumstance is held invalid, unenforceable, or otherwise illegal, the remainder of this Agreement and the application of the provision to other persons or circumstances will not be affected, and the provision so held to be invalid, unenforceable, or otherwise illegal will be revised to the extent (and only to the extent) necessary to make it enforceable, valid, and legal.

Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had Page 10 never been contained herein unless the deletion of such provision or provisions would result in such a material change as to cause completion of... the transactions contemplated herein to be unreasonable. View More

Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable for any reason, such finding shall not affect, impair, or invalidate the remainder of this Agreement. If any aspect of any restriction herein or referenced herein is too broad or restrictive to permit enforcement to its fullest extent, Mr. Malik and the Company agree that any court of competent jurisdiction shall modify such restriction to the minimum extent necessary to make it enfo...rceable and then enforce the provision as modified. View More

Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable for any reason, such finding shall not affect, impair, or invalidate the remainder of this Agreement. If any aspect of any restriction herein or referenced herein is too broad or restrictive to permit enforcement to its fullest extent, Ms. Hummel and the Company agree that any court of competent jurisdiction shall modify such restriction to the minimum extent necessary to make it enf...orceable and then enforce the provision as modified. 8 26. Entire Agreement, Amendment, and Waiver. This Agreement constitutes the entire agreement between Ms. Hummel and the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications respecting such subject matter, except as provided herein, including, without limitation, Section 6 of the Employment Agreement. This Agreement shall not be modified, amended, or in any way altered, except by written instrument signed by Ms. Hummel and the then Chief Executive Officers of the Company. A waiver by any of the parties hereto of any rights or remedies hereunder on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasions or of any other right or remedy at any time. View More

Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Severability. In case any provision of this Release Agreement shall be determined to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Release Agreement shall be unaffected and unimpaired thereby and shall remain in full force and effect to the fullest extent permitted by law.

Severability. This Agreement is intended to be performed in accordance with and only to the extent permitted by all applicable laws, ordinances, rules and regulations of the jurisdictions in which a party does business. If any provision of this Agreement or the application thereof to any person or circumstances shall, for any reason and to any extent, be invalid and unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected ther...eby, but rather shall be enforced to the greatest extent permitted by law. View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the exte...nt not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement EXHIBIT A EARLY EXERCISE FORM ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT EARLY EXERCISE FORM STOCK OPTION EXERCISE NOTICE AND AGREEMENT ZUORA, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 3 before submitting it to Zuora, Inc. (the "Company") AND, if requested to do so by the Company, you must also sign the then-current signature pages to the Company's then-current Company Co-Sale Agreement and Company Voting Agreement (as those terms are defined in the Stock Option Agreement) before submitting this Notice to the Company. OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: «Optionee» Social Security Number: Address: Employee Number: Email Address: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Grant No. «No» Date of Grant: «Grant_Date» Type of Stock Option: Option Price per Share: $____ ☐ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: «Total_Number_of_Options» ☐ Incentive (ISO) EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised [________________]. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price Being Paid for the Purchased Shares: $____________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "[ZUORA, INC.]." ☐ Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.] AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 1. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). View More

Severability. If any provision of this agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the invalid portion shall be severed from this agreement. Such a determination shall not affect the validity or enforceability of other parts or provisions of the agreement.

Severability. Should any clause or provision of this Agreement be declared illegal or unenforceable, it shall be modified as minimally necessary to be enforceable. If the provision cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect, provided, however, that if the deletion of such provision materially affects the operation of the release by Brockstedt of all claims against Aduro and/or the Releasees, ther...e shall be no obligation for Aduro to make any payment to Brockstedt under this Agreement and any payment already made by Aduro to Brockstedt in accordance with this Agreement shall be fully recoverable by Aduro from Brockstedt. View More