Fill and Sign the Visteon Hourly Employee Lease Agreement Secgov Form

-1- 7.08 Form of Services and Employee Leasing AgreementThe following is a form of Services and Employee Leasing Agreement. To the extent that only one or the other feature is desired, this agreement may be modified to excise the provisions that are not desired. In addition, it is important to note that there is no magic formula to avoid the legal risks that are inherent in a leased employee arrangement. As a result, this form of agreement should be viewed solely as resolving the arrangement as between the joint venture and its participant. In other words, no court will be bound by the provisions set forth in any such agreement, and the facts and circumstances in any given case may dictate that a court expressly disregard the parties' attempt to disavow joint employer status. Footnotes in the Services and Employee Leasing Agreement are included as commentary on the applicable provisions, and would not be included in the text of the definitive agreement. SERVICES AND EMPLOYEE LEASING AGREEMENT This Services and Employee Leasing Agreement (this "Agreement") is made as of [DATE], by and between Participant A Inc., a [STATE] [corporation] ("Participant"), and Joint Venture LLC, a [STATE] [limited liability company] ("JV"). BACKGROUND In connection with the formation of JV, Participant desires to provide to JV the services set forth on Schedule I (the "Services"), as well as to make available certain of its employees, as identified in Schedule II to this Agreement (the "Leased Employees"); provided in each case that the individual Leased Employee expressly consents to being leased to Participant. AGREEMENT NOW, THEREFORE, in consideration of the covenants and agreements set forth in the Asset Purchase Agreement and in further consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. SERVICES 1.1 Payment for Services. For the duration of the Term, Participant will provide the Services to JV in accordance with the terms and provision specified in Schedule I to this Agreement (and such other services as may be agreed between Participant and JV from time to time). In exchange for the Services, in addition to such other amounts payable by JV to Participant hereunder, JV shall pay to Participant the amount of US$[_____] per month (the "Services Fee") for the duration of the Term; provided, however, that the Services Fee shall be appropriately adjusted for any additional services to be provided by Participant (as agreed by the parties), or upon the termination of this Agreement, as the case may be. -2- 2. LEASED EMPLOYEES2.1 The Leased Employees. Schedule II to this Agreement sets forth a list of the Leased Employees, with the following information for each such Leased Employee: (a) such employee's position with Participant; (b) the functions and duties to be performed by each Leased Employee pursuant to this Agreement; and (c) the Leasing Costs for each leased employee, expressed on a monthly basis. 2.2 Services of Leased Employees. Subject always to the express consent in advance of each individual Leased Employee to be leased to JV, Participant hereby agrees to make available each of the Leased Employees for the purpose of performing the functions and duties set forth on Schedule II on behalf of and at the direction of JV until the earliest to occur of (a) expiry of the Term (as defined below), (b) termination of the leasing arrangement with respect to any such Leased Employee pursuant to Section 2.4 , or (c) termination of this Agreement pursuant to Section 3.2. Participant will use its commercially reasonable efforts to cause the Leased Employees to render services to JV. 2.3 Payments for Leased Employees. (a) Participant shall be responsible for (i) the payment to the Leased Employees of salaries, travel and business expenses, and the provision of any benefits, statutory or otherwise, including, without limitation, any severance or similar benefits, earned, incurred or accrued by the Leased Employees; (ii) making any pension deductions which each Leased Employee has agreed to be made from his or her salary, and paying any employer pension contributions which Participant may be obliged to make, if any; and (iii) paying or deducting from the Leased Employees' salaries and/or benefits, as the case may be, and remitting to the appropriate governmental entities, such sums as may be required to be paid by an employer or deducted or withheld from employees' compensation and/or benefits under the provisions of any law now in effect or hereafter put into effect, including, but not limited to, pay-related social insurance and income tax. (b) JV agrees to pay Participant a monthly fee (the "Employee Fee") for the Services for each month that Services are provided under the terms of this Agreement equal to the sum of the Leasing Costs incurred by Participant during such period; provided, however, that the Employee Fee shall be pro-rated to reflect any period of time during such month in which a Leased Employee does not perform Services on behalf of JV. For purposes of this Agreement, the term "Leasing Costs" with respect to each Leased Employee shall be the amount set forth next to such Leased Employee's name on Schedule I to this Agreement (which amount comprises all costs to be incurred by Participant during the stated period with respect to such Leased Employee, including but not limited to such Leased Employee's salary or wage, as the case may be). In addition, JV shall reimburse Participant for all travel and business expenses (the "Expenses") incurred by the Leased Employees in providing the Services to JV, in accordance with Participant's policies therefor; provided, however, that, in order to be entitled to reimbursement from JV, JV must approve all such Expenses in advance. (c) JV shall pay to Participant an amount equal to the sum of (i) the Expenses and (ii) the Employee Fee for the Services rendered by the Leased Employees in any particular month -3- within fifteen (15) days of receipt of Participant's invoice requesting payment of such Expenses and Employee Fee for such month. Upon termination of this Agreement, JV shall have the right to conduct an audit of the books and records of Participant during normal business hours to verify the fees paid and any adjustments shall be settled promptly after such review, as mutually agreed by the parties.(d) Except for holidays observed by JV, which shall be deemed to be days that the Leased Employees have supplied Services, JV shall not pay Participant for any day that a particular Leased Employee does not supply Services to JV; provided, however, that JV shall pay Participant for days or portions thereof during which any Leased Employee does not supply Services as a result of his or her illness or accidental injury to the extent that Participant is obligated under its Employee Benefit Plans to pay the Leased Employee for such absences from its general assets. In the event that any Leased Employee fails to render Services on JV's behalf, JV shall give prompt notice of such failure to Participant, which notice shall include a listing of the periods of time in which such Leased Employee failed to render the Services. 2.4 Termination of Leased Employees. (a) During the term of this Agreement, Participant shall use all commercially reasonable efforts to continue the employment of each Leased Employee through the Term. Notwithstanding the foregoing, Participant shall retain the exclusive right to discipline and/or terminate the employment of any of the Leased Employees for any reason or no reason, pursuant to Participant's policies and procedures. In the event that Participant decides to terminate or discipline a Leased Employee, Participant will (i) give prior written notice to JV, and (ii) comply with all applicable laws. If any of the Leased Employees shall cease to be employed by Participant, the leasing arrangement with respect to such Leased Employee shall automatically be terminated, a nd Participant will not be obligated to provide a replacement to JV notwithstanding anything contained in this Agreement to the contrary. In addition, Participant shall promptly notify JV if, during the Term, any of the Leased Employees submits a resignation to terminate his or her employment with Participant. (b) JV may terminate the leasing arrangement under this Agreement with respect to any one or more of the Leased Employees at any time upon written notice to Participant; provided, however, that this Agreement shall remain in full force and effect with respect to the remaining Leased Employees, until there are no remaining Leased Employees being leased by JV pursuant to this Agreement. 2.5 JV Obligations. JV undertakes the responsibilities and has the rights set forth in this Section 2.5 with respect to each of the Leased Employees rendering services hereunder: (a) JV will be responsible for the training of any Leased Employee, in the event JV introduces new products or services during the Term for which the Leased Employees require training; (b) Strategic, operational or other business-related decisions regarding the business conducted by the JV (the "Business") shall exclusively be the responsibility of JV, and Participant -4- shall be under no responsibility nor liability for any actions or omissions by JV or any Leased Employee with respect thereto.(c) JV will cooperate with Participant, and will grant Participant reasonable access to such information so as to permit Participant to fulfill its obligations as the employer of the Leased Employees, including, without limitation, employee benefit enrollment, benefit management, salary administration, discipline and termination. (d) JV agrees to maintain records of actual hours worked by each of the Leased Employees to the extent that the status of such employees, as determined by Participant, requires the maintenance of records regarding time worked, and report such hours worked to Participant. 2.6 Participant Representations and Covenants. Participant shall maintain all employment- related records for the Leased Employees. Participant shall maintain the Leased Employees at it s premises located in [INSERT LOCATION]. Participant shall promptly notify the Leased Employees as to the nature of this Agreement. 3. TERM 3.1 Term. This Agreement shall commence on the date hereof and shall continue for a period of [INSERT TERM OF AGREEMENT] (the "Term"). 3.2 Termination. This Agreement shall terminate automatically upon the earlier to occur of: (i) expiry of the Term, or (ii) the termination of the leasing arrangement with respect to all of the Leased Employees in accordance with the terms and conditions of this Agreement. In addition, either party may at any time immediately terminate this Agreement in the event of a materi al breach by the other party of the terms hereof which breach, if capable of remedy, shall not have been remedied within fourteen (14) days following the date upon which notice of the material breach shall have been served. 4. CONFIDENTIAL INFORMATION 4.1 Confidential Information. Any information or materials received by Participant or the Leased Employees from JV, its affiliates, customers or suppliers, or developed by Leased Employees in connection with the Services under this Agreement and not generally available to the public will constitute confidential information of JV ("Confidential Information"). Confidential Information may include, without limitation, information or data relating to the technology, research, studies, testing, products, services, finances, business plans, marketing plans, regulatory plans, strategies, legal affairs, customers, potential customers, prospects, opportunities, contracts or assets of JV or its affiliates or third parties entrusting any such information or data to JV. Any Confidential Information received by Participant shall be retained in confidence and shall be used, disclosed and copied solely for the purposes of exercising its rights or fulfilling its obligations under this Agreement. Participant will not disclose, in whole or in part, in public or in private, any of the Confidential Information except as specifically directed by an officer of JV, nor will Participant use or allow the Leased Employees or others to use any Confidential Information for -5- any purpose other than for the benefit of JV or as specifically approved in advance by an officer of JV.4.2 Return of Confidential Materials. Insofar as Participant has access to or control of Confidential Information of JV, Participant will deliver any and all such Confidential Information and all copies thereof to JV at no charge, within five (5) business days after JV's request and, in any event, upon the expiration or termination of this Agreement. In addition, in the event that any Leased Employee ceases to be a Leased Employee under the terms of this Agreement (either because of the termination of this Agreement or the termination of the leasing arrangement with respect to such Leased Employee in accordance with the terms and conditions of this Agreement), Participant agrees to direct such Leased Employees to deliver immediately to JV any and all Confidential Information of JV received by such Leased Employee. Participant agrees that it will promptly notify JV if it learns that any Leased Employee is inappropriately utilizing or has inappropriately utilized JV's Confidential Information. Similarly, JV agrees that (i) it will promptly notify Participant if it learns that any Leased Employee is violating or has violated any of his or her confidentiality obligations to Participant; and (ii) to the extent that JV obtains any Confidential Information of Participant as a result of the leasing arrangements contemplated by this Agreement, JV will deliver any and all such Confidential Information and all copies thereof to Participant at no charge, within five (5) business days after Participant's request and, in any event, upon the expiration or termination of this Agreement. 4.3 Survival. This Article 4 shall survive the termination of this Agreement. 5. PROPRIETARY RIGHTS 5.1 Leased Employee Agreement. Participant agrees to cause each of the Leased Employees to execute a Leased Employee Agreement in the form attached hereto as Schedule III (each, a "Leased Employee Agreement"). Each Leased Employee shall have executed a Leased Employee Agreement prior to commencing work for JV. 5.2 Assignment of Proprietary Rights. For the purposes of this Agreement, any inventions, discoveries, improvements, enhancement, designs, written materials, computer programs, derivative work, integrated circuit topographies, mask works or other intellectual property lawfully developed in the course of the provision of Services or the performance of any other function or duty by the Leased Employees during the Term, which would belong to Participant in accordance with the terms of any employment or other agreement made between Participant and the Leased Employees or otherwise, is referred to herein as the "Leased Employee Intellectual Property." Participant hereby assigns to JV, all of its rights, title and interest in the Leased Employee Intellectual Property, and shall provide whatever assistance, support or help, and/or execute whatever other documentation as is necessary to enable JV to obtain, secure, perfect, defend or maintain any rights therein. 5.3 Survival. This Article 5 shall survive the termination of this Agreement. 6. INDEMNIFICATION -6- 6.1 Indemnification of JV. Subject to Section 6.3, Participant will indemnify and hold harmless JV against all losses, liability, damage, claims, demands, or suits and related costs and expenses incurred by JV relating to (i) a Leased Employee's status as an employee of Participant, including, without limitation, those that arise with respect to any employee benefit plan or other employment or compensation matter (including, without limitation, the cost of any severance or termination or redundancy payments, statutory or otherwise) which Participant must make to the Leased Employee upon termination of his or her employment; and (ii) such Leased Employee's status as such that arise from the acts or omissions of Participant, its employees, consultants and agents in violation of applicable law. 6.2 Indemnification of Participant. Subject to Section 6.3, JV will indemnify and hold harmless Participant against all losses, liability, damage, claims, demands, or suits and relate d costs and expenses incurred by Participant relating to a Leased Employee's status as such that arise from acts or omissions of JV, its employees, consultants and agents in violation of applicable law. Notwithstanding the foregoing, in no event shall JV be directly responsible, or have any obligation to indemnify Participant, for any liability, loss or obligation of Participant with respect to the termination of employment of any of the Leased Employees (including, without limitation, any severance or termination or redundancy payment, whether statutory or otherwise) which Participant must make to such Leased Employee upon termination of his or her employment. 6.3 Disclaimer of Certain Liabilities. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY RESULTING FROM ANY VIOLATION OF ANY PROVISION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LOST REVENUE, PROFITS, BUSINESS ADVANTAGE OR OPPORTUNITY. 6.4 Survival. This Article 6 shall survive the termination of this Agreement. 7. MISCELLANEOUS 7.1 Governing Law. This Agreement shall be governed in all respects by the laws of [STATE] without regard to provisions regarding choice of laws. 7.2 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby. 7.3 Successors and Assigns. Except as otherwise expressly provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties to this Agreement whose rights or obligations hereunder are affected by such amendments. This Agreement and the rights and obligations in it may not be assigned by any party hereto without the written consent of the other parties hereto; provided, however, that JV shall have the right to assign all of its rights and obligations under this Agreement to any Person in connection with the sale of the business in accordance with the Operating Agreement, whether by merger, sale of assets or any equivalent transaction. -7- 7.4 Entire Agreement. This Agreement and the Schedules and Exhibits to this Agreement, which are hereby expressly incorporated in this Agreement, constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 7.5 Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given: (a) when hand delivered to the other party; (b) when received if sent by facsimile at the address set forth below; or (c) five (5) business days after deposit in the U.S. mail with first-class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below: If to Participant: [PARTICIPANT ADDRESS] [PARTICIPANT FAX] Attention: If to JV: [JV ADDRESS][JV FAX] Attention: Each person making a communication hereunder by facsimile shall promptly confirm receipt by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto, but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 7.5 by giving the other party written notice of the new address in the manner set forth above. 7.6 Amendments and Waivers. Any term of this Agreement may be amended only with the written consent of each of the parties to this Agreement. 7.7 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to JV or to Participant, upon any breach or default of any party hereto under this Agreement, shall impair any such right, power or remedy of JV, or Participant nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring, nor shall it be construed as a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of JV or Participant of any breach or default under this Agreement or any waiver on the part of JV or Participant of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to JV or Participant, shall be cumulative and not alternative. 7.8 Legal Fees. In the event of any action at law, suit in equity or arbitration proceeding in relation to this Agreement, any Units, any assets or liabilities described herein, the prevailing party, -8- shall be paid by the nonprevailing party a reasonable sum for attorneys' fees and expenses incurred by such prevailing party. 7.9 Titles; Construction. The titles of the Sections, paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Whenever the words "included," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." No rule of construction shall be applied to the disadvantage of a party by reason of that party having been responsible for the preparation of this Agreement or any part hereof. 7.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 7.11 Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, but only to the extent that such construction is in accord with the intent of the parties as evidenced by this Agreement. 7.12 No Third-Party Beneficiaries. Except as expressly set forth in this Agreement to the contrary, nothing in this Agreement shall confer any rights upon any person or entity that is not a party hereto, or a successor in interest or a permitted assignee of a party to this Agreement. 7.13 No Employment Relationship Created. Nothing in this Agreement shall be deemed to create an employment relationship between any of the Leased Employees and JV or to make Participant and JV joint employers. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. PARTICIPANT A INC. By: Name: Title: JOINT VENTURE LLC By: Name: Title: SCHEDULE I SERVICES -9- SCHEDULE II LEASED EMPLOYEES A. Leased Employees Name Position at Participant Function/Duties Leasing Cost SCHEDULE III LEASED EMPLOYEE AGREEMENT LEASED EMPLOYEE AGREEMENTThis Agreement is entered into as of [DATE], by and among [NAME] ("Leased Employee"), Participant A, Inc., a [STATE] [corporation] ("Participant"), and Joint Venture LLC, a [STATE] [limited liability company] ("JV"). 1. Services Leased Employee agrees to provide such services as are agreed upon between Participant and JV and/or such additional or different services as may be identified by JV from time to time; provided, that any such services to be rendered shall be comparable to those currently provided by Leased Employee. All work performed and services provided on behalf of JV hereunder shall be at its direction and of the highest professional standards, quality and workmanship. Leased Employee shall abide by Participant's and JV's rules at all times. 2. Compensation Leased Employee shall be paid in accordance with Leased Employee's existing arrangement with Participant, and shall continue to record his or her time in accordance with Participant's existing requirements, as such requirements may be amended from time to time. Leased Employee shall be not entitled to be paid any compensation by JV, including, without limitation, coverage under JV's welfare, medical, dental plans; life or disability insurance plans; or pension plans or any other JV sponsored fringe benefits. 3. Expenses Reasonable business expenses, including travel expenses, incurred by Leased Employee in performing services for JV shall be borne by Participant, and Leased Employee shall continue to submit reimbursement requests to Participant in accordance with the rules and procedures maintained by Participant for that purpose; provided, however, that Leased Employee shall not be entitled to reimbursement for any such business expenses, including travel expenses, unless such expenses have been approved prior to Leased Employee's incurring them. -10- 4. TermLeased Employee's services hereunder shall be "at will." Leased Employee acknowledges and agrees that this Agreement may be terminated at any time by either party, and that nothing in this Agreement or otherwise shall confer upon Leased Employee any right to continue in the employ of Participant or any of its affiliates or shall interfere with or restrict in any way the rights of Participant and its affiliates, which rights are hereby expressly reserved, to discharge Leased Employee at any time, for any reason, whatsoever, with or without cause. 5. Confidential Information/Intellectual Property (a) Leased Employee acknowledges that in the course of Leased Employee's employment by Participant, Leased Employee may be provided with or have access to Confidential Information belonging to Participant or JV. Confidential Information includes any and all information that any party may consider proprietary or otherwise wish to keep confidential, including without limitation, customer lists, computer programs, schematics, source code, object code, cost or profit figures and projections, credit information, current, future or proposed products or services, plans and technology, business forecasts, financial records, accounting records, and technical information included in or on tracings, flow charts, drawings, field notes, calculations, specifications and engineering data. Leased Employee agrees to hold in strict confidence all Confidential Information that Leased Employee uses or to which Leased Employee gains access during the course of Leased Employee's employment by Participant (including the rendering of the services to JV pursuant to Section 1), and not to use, reproduce, publish, disclose or otherwise make known to any person or entity any Confidential Information, except to the extent required in the performance of Leased Employee's assignment to JV. (b) Leased Employee agrees not to disclose, directly or indirectly, to Participant or JV any information or data the disclosure of which would constitute a violation of any obligation to, or infringe the rights of, any third party. (c) In consideration of Leased Employee's employment with Participant, Leased Employee's receipt of the compensation, pay raises and other benefits paid to Leased Employee by Participant, at present and in the future, Leased Employee agrees that any inventions, works of authorship or other intellectual property, including, but not limited to, source code and documentation, conceived, developed, originated, fixed or reduced to practice by Leased Employee or under Leased Employee's direction (and not in violation of such Leased Employee's existing confidentiality obligations to Participant) during Leased Employee's assignment to JV shall be the sole and complete property of JV, whether as a work made for hire or otherwise. Leased Employee hereby assigns and conveys Leased Employee's entire right, title and interest to any and all resulting copyrights, patents and trade secrets to JV or to its customer, as the case may be. Leased Employee agrees to execute all applications or registrations for patents and copyrights, and any other instruments deemed necessary or helpful for JV to secure and enforce its rights. Leased Employee shall make no charge or claim for additional compensation or any other consideration for signing such documents. Leased Employee further agrees promptly and without prior request to disclose to JV all such inventions, works of authorship and other intellectual property. -11- (d) Upon the termination of Leased Employee's assignment to JV, Leased Employee agrees immediately to return to JV all information, data and any other materials supplied by or obtained from JV in the course of Leased Employee's assignment, along with all copies thereof in Leased Employee's possession and control. (e) Leased Employee acknowledges and agrees that the disclosure of any Confidential Information or any other violation of the terms of Section 5 of this Agreement would cause immediate and irreparable injury, loss and damage to Participant, JV and/or its customers and that an adequate remedy at law for such injury, loss and damage may not exist. Leased Employee further acknowledges and agrees that in the event of such disclosure or threatened disclosure, Participant, JV and/or their customers shall be entitled to institute and prosecute proceedings in a court of competent jurisdiction to obtain temporary and/or permanent injunctive relief to enforce a provision of this Agreement, without the necessity of proof of actual damage or loss. (f) The obligations contained in this Section 5: (i) shall be binding upon not only Leased Employee, but on Leased Employee's heirs, executors, administrators, successors and assigns, and (ii) are personal to Leased Employee and shall survive the termination of Leased Employee's assignment to JV or this Agreement for whatever reason. 6. Conflict of Interest Leased Employee shall disclose promptly to Participant and JV any conflict of interest, such as business or financial interests or any other relationship, that might impair or appear to impair the objective performance of his or her work. All parties understand that if any such conflict of interest presently exists, Leased Employee will report it before the commencement of his or her duties with JV. 7. Miscellaneous (a) This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supercedes any and all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to that subject matter. (b) Employee may not, without the express written permission of Participant and JV, assign or pledge any rights or obligations hereunder. (c) No amendment or modification of this Agreement shall be valid unless evidenced by a written instrument executed by the parties hereto. No waiver by Participant or JV of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or at any prior or subsequent time. (d) The provisions of this Agreement and the covenants herein contained shall be construed independently of each other, it being the express intent of the parties hereto that the obligations of, and restrictions on, the parties as provided herein shall be enforced and given effect to the fullest extent legally permissible. -12- (e) This Agreement shall be deemed to have been executed and delivered within the State of [STATE], and it shall be construed, interpreted, governed, and enforced in accordance with the laws of the State of [STATE]. Any action at law, suit in equity, or other judicial proceedings for the enforcement of this Agreement, or related to any provision of this Agreement, shall be instituted only in courts with venue in the State of [STATE], except that Participant or JV may seek injunctive relief in any court having jurisdiction for any claim relating to the alleged misuse or misappropriation of Participant or JV's Confidential Information, respectively. Leased Employee hereby expressly consents to venue of and personal jurisdiction in the state and federal courts in the State of [STATE] for any lawsuit filed there against Leased Employee arising from or relating to this Agreement. (f) Leased Employee acknowledges and agrees that Leased Employee is executing this Agreement voluntarily and without any duress or undue influence by Participant or anyone else. Leased Employee further acknowledges and agrees that Leased Employee has carefully read this Agreement, has asked any questions needed for Leased Employee to understand the terms, consequences and binding effect of this Agreement and fully understands it. Finally, Leased Employee agrees that Leased Employee has been provided an opportunity to seek the advice of an attorney of Leased Employee's choice before signing this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. LEASED EMPLOYEE_____________________ Printed Name: PARTICIPANT A INC. By: Name: Title: JOINT VENTURE LLC By: Name: Title: