展品10.4

执行版本

员工支持协议

这款电动三轮车提供了卓越的舒适度和支撑作用，减轻了骑手的背部和关节的压力。它是寻求轻松骑行体验而不影响性能和效率的人的绝佳选择。后置电机可以在加减速时更好地控制和操纵，而前叉悬挂可最小化不平的路面对车辆的冲击。此三轮车还配备了5英寸液晶屏、EB 2.0照明系统、可折叠车把、胖胎、后差速器和停车刹车。此外，它还有一个拖车管，可以轻松地搬运大货物。还有一个适用于身材较矮的骑手的Mini版本。员工支持协议 （本“协议”协议”),是自2024年9月30日起签订并生效的 “生效日期。）由雀巢产品公司（买方）和Seres Therapeutics, Inc.（卖方”和购买方共同组成“当事人每个，单独一个“方”). 未经定义的大写术语应按照2024年8月5日由购买方和出售方签署的资产购买协议中规定的含义解释。 购买协议”).

A. 自生效日期起，根据购买协议拟定的交易已完成，其中购买方同意从出售方收购特定资产。

b. 为规范和妥善转移员工服务而要求购买方和出售方在购买协议拟定交易的背景下推迟该转移直至员工转移日期。

C. 购买方应遵守其在购买协议下与员工就雇佣提供的义务，其雇佣条件拟定从员工转移日期起生效。

鉴于本文和购买协议中包含的双方承诺，以及其他有价值的约定，各方一致同意如下：

第一条

雇员 服务

1.1 为员工提供支持根据本协议的条款和条件，在本协议签订日期起生效，并在员工TSA期间（以下定义），购买方应从卖方处接收转移员工的服务（每位“支持员工”及其合称为“担保子公司”支持 员工”。支持员工执行雇员服务（如下定义）的期间应自本日起开始，至2024年10月13日晚上11点59分结束，除非各方书面协商同意提前结束 统一上述日期（以下称为“员工TSA期间员工TSA期间的最后一天将在本协议中称为“员工调动日期”.

1.2 支持员工的服务在员工TSA期间，卖方应尽合理努力促使支持员工全力以赴执行（a）本协议生效日前卖方利益所履行的支持员工职能和服务，和（b）购买方可能合理要求的其他职能和服务，并且在员工TSA期间始终接受购买方和/或其关联公司（如适用）的监督（“员工服务”。卖方不得在员工TSA期间转移任何支持员工（除非因不可预见的灾难或紧急情况），除非经购买方和受影响的支持员工同意。尽管本协议中另有约定，但根据购买协议的条款，各方承认并同意，卖方不保证任何员工将在本协议期间或之后与购买方保持雇佣关系。

1.3 薪酬福利.

(a) 工资、工资、佣金、加班费和其他补偿。 对于员工TSA期间，卖方应支付适用的工资、 工资、佣金、加班费和其他应付给支持员工的报酬，包括在员工TSA期间或与之相关的期间内，包括在此之前和此后开始的任何工资支付周期以及在员工TSA期间开始前并在结束后的任何工资支付周期的部分 。 除非双方书面另有约定，支持员工的支付标准和支付时间将与本协议日期当日支付给这些支持员工的支付标准和支付时间相同（为避免疑问，即使应在员工转让日期当日或之后到期支付，卖方也将为员工TSA期间进行此类支付）。 所有支持员工的工资代扣选项（包括与所得税、合格的退休计划和团体健康及福利计划相关的选项）在员工TSA期间将与本协议日期的选项保持一致，除非支持员工适当选择（按照员工和计划参与者通常允许的方式）更改任何此类选项。此外，卖方将提供员工TSA期间的工资单和W2报告。

(b) 奖金和激励补偿。 对于员工TSA期间，除非双方书面另有约定，支持 员工将继续参与任何作为本协议日期当日生效的奖金和激励补偿安排，随时修改。

(c) 利益计划。 在员工TSA期间，每个支持员工将继续有资格参加卖方 的所有福利计划，这些福利计划已自本协议日期适用，卖方将负责根据适用卖方福利计划的条款和条件接收和管理支持员工在员工TSA期间提出或发生的所有索赔，包括适用于索赔提交的一般要求。 支持员工将有资格获得与卖方福利计划下其他员工提供的相同的福利管理和管理支持服务、客户服务、沟通支持。 这包括，如适用，管理卖方福利计划的年度福利注册期、员工福利入职和离职流程，以及根据需要将相关的资格和选举数据与第三方供应商传递。

(d) 员工离职购买方可以要求支持员工离职。如果购买方和卖方同意支持员工离职，或者支持员工自愿终止与卖方的雇佣关系，卖方应发起和管理自愿和强制终止的离职过程。

1.4 遵守法律 - 薪资和福利计划事宜卖方应对与本协议项下涉及支持员工的薪资和卖方福利计划事项方面的所有法律义务进行遵守。卖方应代表支持员工进行任何贡献，包括但不限于工人的工伤保险、雇主健康税、雇佣保险以及其他类似的税费、征收、源扣缴和按照适用法律规定薪酬的缴纳。卖方还应在

 

2

员工TSA期间负责回答来自联邦、州、地方和外国机构以及其他人关于工资单、卖方福利计划事项以及与支持员工相关的数据和历史，以及与雇员TSA期间或任何先前期间有关的问题和询问。如果购买方或其任何关联方发现任何与合规相关的问题或来自这些机构的任何问题或询问，购买方应立即通知卖方有关此事，并卖方有权和责任单独回应。

1.5 依法合规 - 购买方。购买方应在雇员TSA期间以合规的方式合理监督和管理支持员工。 如果支持员工在购买方或其任何关联方拥有、租赁或以其他方式控制的任何场所提供雇员服务，则购买方及其关联方应独自对从或与此类场所有关的所有义务和其他责任负责，包括工作场所安全和安全性。 除本协议约定外，支持员工在雇员TSA期间没有权力或明显代表卖方或其关联方行事。

1.6 支持员工过渡。 在雇员转移日期之前的合理时期内，卖方和购买方应并且应使其各自的关联方采取合理措施，以在雇员转移日期生效之日前有序将适用的支持员工过渡给购买方，该过渡应受购买协议的条款和条件约束并遵守。 有关此类过渡，各方应履行购买协议和本协议下的所有义务。

第二条

购买方支付的服务费

2.1 费用作为雇员服务的考虑，买方应该偿还卖方已合理记录的费用 零星 与雇员服务相关的由卖方和/或其关联公司在雇员TSA期间发生的合理记录费用（统称为"费用"）费用包括在雇员TSA期间支付给支持员工的薪水、工资、佣金、雇主对卖方401(k)计划的捐款、休假、节日工资、奖金、加班费、其他补偿、雇主侧税款、工伤赔偿、福利保费、卖方适用裁员计划规定的解职福利

 

3

2.2 发票.

(a) 为提供雇员服务，卖方须每半月向买方发票收取的费用 与 部分 2.1 有关于当时结束的半月期间（即欠款）所执行的适用雇员服务，并附有相关费用的合理详细细细分项 薪资登记册的部分以及该部分费用（例如医疗福利）没有通过支持员工的薪资流程支付的证明文件（每一部分，a」TSA 发票」)。买家须支付 在卖家实际支付该等费用之日起计两 (2) 个工作日内，通过电汇每张 TSA 发票的不可争议部分。尽管本文有任何相反之规定，每个 TSA 根据本协议发票 必须与应付帐款服务的半月发票一并交付（如过渡服务协议中定义），按照《过渡服务协议》所规定的规定。

(b) 如果 TSA 发票的任何部分被买家诚意争议，则 (i) 买家必须在内以书面通知卖方 自买家收到该等争议的 TSA 发票起十五 (15) 天，及 (ii) 买家须按照上一句中列明的不可争议金额支付 部分2.2 (一) 以及 当事人应尽快调解争议金额，并且买方不会有义务支付该争议部分，除非该争议获得卖家有利的解决之前。如果买家未通知 卖方在此十五年内作出书面 （15）日期 如买家对 TSA 发票的全部或部分争议，则该 TSA 发票被认为被买家接受，并将向卖方支付 根据 部分2.2 (一).

(c) 除上述规定外，(A) 如有任何超额付款 买家、卖家应在发现超额付款后的两 (2) 个工作日内立即抵扣该超额付款金额，或在发现超额付款后的两 (2) 个工作日内向买家汇款，以及 (B) 如有任何不足的付款 买家、买家须在发现该款项欠款后的两 (2) 个工作日内立即缴付相等于该款项欠款金额的款项。

2.3 付款。根据本协议提供的员工服务费用将以美元计算和支付。须遵守 部分 2.2，除非卖方和买家另有书面同意，否则所有到期付款均须透过电汇（或公司间帐单）支付即时可用资金，而无须扣除或扣除 或向卖家指定的一个或多个账户提出任何反索赔。

2.4 无法汇款。须遵守 部分 2.2, 如果买家未按照下述规定支付任何费用，卖方保留终止根据本协议提供的任何雇员服务的权利 部分 2.2 并且该等未缴付款项在买家收到卖方通知后，超过十（10）个工作天内仍然无法解决。

 

4

2.5 Inactive Support Employees. For the avoidance of doubt, the terms of this Agreement (including the obligations of Purchaser pursuant to this ARTICLE II) shall apply to any Support Employee who becomes an inactive employee due to a short-term or long-term disability or parental leave or other absence from work during the Employee TSA Period (an “Inactive Support Employee”). Until the later of (a) the earlier of the date on which an Inactive Support Employee returns to active work or the date that is three (3) months after the Employee Transfer Date (or twenty (20) weeks, solely for purposes of parental leave), and (b) the Employee Transfer Date, the Seller and/or its Affiliates, as the case may be, shall (i) provide to such Inactive Support Employee (and each beneficiary or eligible dependent thereof) coverage or eligibility for coverage under the applicable Seller Benefit Plans in accordance with the terms thereof, and (ii) be solely responsible for all claims relating to employee benefit obligations with respect to such Inactive Support Employee (and each beneficiary or eligible dependent thereof) with respect to the Employee TSA Period; provided, however, that Purchaser shall reimburse Seller for all costs and expenses associated with all such Inactive Support Employees in accordance with Section 2.1 of this Agreement to the extent Seller and/or its Affiliates are required to make any payments during the Employee TSA Period or thereafter under benefit programs in effect as of the date hereof.

ARTICLE III

MISCELLANEOUS

3.1 Termination. All Support Employees who do not voluntarily terminate employment with Seller shall temporarily, during the Employee TSA Period, remain employees of Seller; provided, however, that Purchaser shall have the right to request that Seller remove any Support Employee from performing the Employee Services due to performance issues, failure to comply with work rules or any other legally permissible reason (at which time each such employee shall cease to be a Support Employee) and nothing in this Agreement shall limit Seller’s ability to terminate a Support Employee’s employment for “cause” (as reasonably determined by Seller) or after termination of the Employee Services provided by such Support Employee under Section 2.4 or otherwise. While Seller shall have the ultimate authority to make all employment termination decisions, Seller will (a) consult with Purchaser prior to removing any Support Employee from performing Employee Services pursuant to this Agreement and accommodate Purchaser’s needs and desires regarding such removal, and (b) will provide notice to Purchaser of any intent to terminate the employment of any Support Employee; provided, however, that Seller shall not be obligated to consult with or provide prior notice to Purchaser in connection with the Seller’s termination of a Support Employee’s employment for “cause” (as reasonably determined by Seller) if the Seller determines immediate dismissal is reasonably necessary or appropriate. In no event, however, shall the Employee Services or the obligations of either Party to this Agreement or any Support Employee pursuant to this Agreement continue beyond the Employee Transfer Date, except as provided in Section 2.1 and Section 3.2 of this Agreement.

3.2 Indemnification. Purchaser agrees to indemnify and hold harmless each Seller Indemnified Party from and against any Damages (excluding compensation and benefits of Support Employees except as provided in Section 2.1) arising out of or resulting from the transactions contemplated hereby, including any Damages arising out of or resulting from (a) employment actions taken by any Seller Indemnified Party at the request of Purchaser or its Affiliates and any action taken or not taken by any Support Employee in connection with the provision of the Employee Services or otherwise, except for such action taken or not taken by any Support Employee pursuant to the sole direction of or by Seller or any of its Affiliates in contravention of any request or direction of Purchaser or its Affiliates and (b) any breach of or failure by Purchaser or its Affiliate to satisfy any obligations or other requirements under this

 

5

Agreement; provided, however, that Purchaser and its Affiliates shall not be required to indemnify the Seller Indemnified Party from and against any Damages arising out or resulting from any breach of this Agreement, Fraud, gross negligence or willful misconduct of such Seller Indemnified Party (excluding, for the purposes of this proviso, actions taken or not taken by the Support Employees during the Employee TSA Period). Seller agrees to indemnify and hold harmless each Purchaser Indemnified Party from and against any Damages arising out of or resulting from (i) failure to pay salaries, wages, commissions, overtime and cash bonus or other cash incentive compensation due and payable during or with respect to the Employee TSA Period, (ii) the Seller Benefit Plans, in each case pursuant to the terms of this Agreement, except (A) to the extent such obligations are assumed by Purchaser as of the applicable Employee Transfer Date and (B) the Fees payable by Purchaser pursuant to Section 2.1 and Section 2.2, (iii) any breach of or failure by Seller or its Affiliates to satisfy any obligations or other requirements under this Agreement, and (iv) any failure to satisfy any obligations or other requirements as the legal employer of the Support Employee for periods prior to the Employee Transfer Date.

3.3 Other Obligations.

(a) Access. In order to enable the provision of the Employee Services, Purchaser shall provide, and shall cause its Affiliates to provide, to Seller and the Support Employees, at no cost to Seller, its Affiliates or the Support Employees, reasonable access throughout the Employee TSA Period to the books and records of Purchaser and its Affiliates as reasonably requested by Seller of its Affiliates and to the extent reasonably necessary for the Support Employees to provide the Employee Services. Seller will (i) use such relevant books and records solely for the purpose of providing the Employee Services and not to provide goods or services to or for the benefit of any third party or for any unlawful purposes, and (ii) comply in all material respects with all policies and procedures provided by Purchaser to Seller in writing in advance governing access to and use of such books and records.

(b) Seller shall, in its capacity as an employer: (i) have the sole right to discharge any or all of the Support Employees, (ii) pay the applicable salary, wages, bonus, commissions, overtime or other compensation due and payable during or with respect to the Employee TSA Period, and (iii) provide coverage under or pay contributions to the applicable employee benefit plans or programs, including governmental programs, during the Employee TSA Period.

(c) Purchaser shall observe and perform all obligations applicable to an employer under the applicable Laws with respect to the business premises owned or leased by (or leased for the benefit of) Purchaser or its Affiliates at which the Support Employees perform their services, including workplace safety and security. Purchaser shall also observe and perform all obligations applicable to an employer in regards to its supervision of Support Employees pursuant to the applicable Laws.

(d) Seller and/or their Affiliates, as the case may be, acknowledge that for the Employee TSA Period, Purchaser and/or its Affiliates shall have no responsibility for the provision of compensation or benefits to any Support Employee, and that Purchaser’s sole responsibility for such compensation and benefits shall be to pay the Fees set forth in ARTICLE II hereof in consideration of the Employee Services. Each Party agrees that the employees, agents and

 

6

representatives of one Party shall not be considered, and shall not hold themselves out as, employees, agents, representatives or partners of the other Party. Except as otherwise specifically provided herein, neither Party shall have, nor shall hold itself out as having, any right, power or authority to create any obligation, express or implied, on behalf of the other Party. Without in any way limiting the generality of the foregoing, during the Employee TSA Period, the Support Employees are not and shall not be construed as employees of Purchaser or its Affiliates and are not and shall not be eligible to participate in Purchaser’s benefit plans (unless and until they commence employment with Purchaser as Transferred Employees) and, subject to Section 2.1, Purchaser shall not be required under this Agreement to make any contributions on behalf of the Support Employees for, among other things, workers’ compensation insurance, employer health taxes, employment insurance, and other similar taxes, levies, source deductions and contributions that an employer is required to pay with respect to its employees pursuant to the applicable Laws.

3.4 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any laws, rules or provisions of the State of Delaware that would cause the application of the laws rules or provisions of any jurisdiction other than the State of Delaware. Each of the Parties hereto further agrees to waive and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now have or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court.

3.5 Jurisdiction, Services and Venue. Each Party agrees: (a) to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware) (the “Specified Courts”) for any Actions arising out of or relating to this Agreement; (b) to commence any Action arising out of or relating to this Agreement only in the Specified Courts; (c) that service of any process, summons, notice, or document by U.S. registered mail to the address of such Party set forth in Section 3.8 will be effective service of process for any Action brought against such Party in any of the Specified Courts (provided that, in the case of Purchaser, service of process must be delivered to the registered agent in Delaware of Nestlé USA, Inc.); (d) to waive any objection to the laying of venue of any Action arising out of or relating to this Agreement in the Specified Courts; and (e) to waive and not to plead or claim that any such Action brought in any of the Specified Courts has been brought in an inconvenient forum; provided, however, that such submission to the jurisdiction of the Specified Courts is solely for the purpose referred to in this Section 3.5 and shall not be deemed to be a general submission to the jurisdiction of such courts or any other courts other than for such purpose.

3.6 WAIVER OF TRIAL BY JURY. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

 

7

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.6.

3.7 Prevailing Party Attorneys’ Fees. In the event of any Action between the Parties or their Affiliates arising as a result of a breach of this Agreement or the failure to perform hereunder, or the breach or inaccuracy of any representation or warranty contained in this Agreement, the prevailing Party in such Action shall be entitled to collect the costs and expenses of bringing or defending such Action, including reasonable attorneys’ fees, court costs and other out-of-pocket fees and expenses reasonably incurred by the prevailing Party, from the non-prevailing Party.

3.8 Notices. all notices required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by a nationally recognized overnight courier service, or transmitted by email (receipt verified), and shall be deemed to be effective upon receipt. Any such notices shall be addressed to the receiving Party at such Party’s address or email address set forth below, or at such other address or email address as may from time to time be furnished by similar notice by Seller or Purchaser:

If to Seller:

Seres Therapeutics, Inc.

101 Cambridge Park Drive, Cambridge, MA 02140

Attention: Chief Financial Officer; Chief Legal Officer/General Counsel

Email: [***]; [***]

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

John Hancock Tower

200 Clarendon Street

Boston, MA 02116

Attention: Peter Handrinos; Scott Shean

Email: peter.handrinos@lw.com

scott.shean@lw.com

If to Purchaser:

Société des Produits Nestlé S.A.

Avenue Nestlé 55

1800 Vevey, Switzerland

Attention: Martin Hendrix and Claudio Kuoni

Email: [***]

 [***]

 

8

With a copy (which shall not constitute notice) to:

Mayer Brown LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: David A. Carpenter

Email: dacarpenter@mayerbrown.com

3.9 Severability. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision to the extent it is not prohibited or unenforceable nor the remaining provisions hereof, nor render unenforceable such provision in any other jurisdiction, unless the effect of rendering such provision ineffective would be to substantially deviate from the expectations and intent of the Parties in entering into this Agreement. In the event any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the Parties shall use reasonable best efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes hereof.

3.10 Entire Agreement; Conflict of Terms. This Agreement and the Purchase Agreement contain the entire agreement between the Parties and supersede all prior agreements, arrangements, and understandings, written or oral, between the Parties relating to the subject matter of this Agreement and the Purchase Agreement. In the event of a conflict between any term of this Agreement and the Purchase Agreement, the terms of this Agreement shall prevail with respect to any matters of the Employee transition arrangements, and the terms of the Purchase Agreement shall prevail for all other matters.

3.11 No Strict Construction. The Parties have each participated in the negotiation and drafting of the terms of this Agreement. The Parties agree that any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party shall not apply in interpreting this Agreement.

3.12 Assignment. Neither Party shall be permitted to assign this Agreement or any of its rights or obligations under this Agreement, directly or by operation of law or otherwise, without Seller’s (in the case of Purchaser) or Purchaser’s (in the case of Seller) express, prior written consent, except that each Party may assign this Agreement or any of its rights hereunder, in whole or in part, to one or more Affiliates or acquirer of all or substantially all of the Acquired Assets without the other Party’s consent; provided that no such assignment shall relieve such Party of any of its obligations under this Agreement, such assignment shall only be valid for so long as such entity remains an Affiliate and any new or increased obligations for Taxes arising as a result of such assignment shall be borne by the assigning Party or its Affiliate (including any gross up necessary to put the other Party in the same position it would have been in had no such assignment been made). Any such purported assignment or sublicense in violation of this Agreement shall be null and void ab initio.

 

9

3.13 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns and, to the extent provided herein, their respective Affiliates, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Nothing contained in this Agreement shall (a) be treated as an amendment of any benefit plan, policy or program, or (b) give any third party, including any Support Employees or any representative thereof, any right to enforce the provisions of this Agreement.

3.14 No Partnership. The Parties intend that nothing in this Agreement shall be construed to create a partnership or deemed partnership, joint venture or other business entity for any Tax purposes.

3.15 No Waiver; Cumulative Remedies. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no failure or delay on the part of a Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. No waiver of any provision hereof shall be effective unless the same shall be in writing and signed by the Party giving such waiver. The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable Law except as expressly set forth herein.

3.16 Amendments. Any provision of this Agreement may be modified, supplemented or waived only by an instrument in writing duly executed by both Parties. Any such modification, supplement or waiver shall be for such period and subject to such conditions as shall be specified in the instrument effecting the same and shall be binding upon each Party, and any such waiver shall be effective only in the specific instance and for the purposes for which give.

3.17 Other Definitional Provisions and Interpretation. The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits and Schedules (if any) attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. The use of “including” or “include” will in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. The use of “or” is not intended to be exclusive unless expressly indicated otherwise. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable Contract. Reference to any Contract (including this Agreement or the Purchase Agreement), document or instrument shall mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to Articles, Sections, clauses, Exhibits or Schedules shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph or clause of, or Exhibit or Schedule to, this Agreement.

 

10

3.18 Counterparts. This Agreement and any amendment or supplement hereto may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. This Agreement shall become binding when any number of counterparts, individually or taken together, shall bear the signatures of both Parties. This Agreement may be executed and delivered by facsimile or any other electronic means, including “.pdf” or “.tiff” files, and any facsimile or electronic signature shall constitute an original for all purposes.

3.19 Compliance with Law. Each Party agrees that it shall, and shall cause its respective Affiliates to, perform its or their obligations (as applicable) under this Agreement in compliance with all applicable Laws, including civil and common law, statute, subordinate legislation, treaty, binding regulations, directive, decision, by law, ordinance, code, order, decree, injunction or judgement of any regulator or government entity or court which relates to data privacy or data protection and are in force from time to time.

[Remainder of page intentionally left blank; signature pages follow.]

 

11

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

 

 

 

[Signature Page to the Employee Support Agreement]

 

[Signature Page to the Employee Support Agreement]