展品10.4

執行版本

員工支持協議

這款電動三輪車提供了卓越的舒適度和支撐作用，減輕了騎手的背部和關節的壓力。它是尋求輕鬆騎行體驗而不影響性能和效率的人的絕佳選擇。後置電機可以在加減速時更好地控制和操縱，而前叉懸掛可最小化不平的路面對車輛的衝擊。此三輪車還配備了5英寸液晶屏、EB 2.0照明系統、可摺疊車把、胖胎、後差速器和停車剎車。此外，它還有一個拖車管，可以輕鬆地搬運大貨物。還有一個適用於身材較矮的騎手的Mini版本。員工支持協議 （本「協議」協議”),是自2024年9月30日起簽訂並生效的 “生效日期。）由雀巢產品公司（買方）和Seres Therapeutics, Inc.（賣方”和購買方共同組成“當事人每個，單獨一個“方”). 未經定義的大寫術語應按照2024年8月5日由購買方和出售方簽署的資產購買協議中規定的含義解釋。 購買協議”).

A. 自生效日期起，根據購買協議擬定的交易已完成，其中購買方同意從出售方收購特定資產。

b. 爲規範和妥善轉移員工服務而要求購買方和出售方在購買協議擬定交易的背景下推遲該轉移直至員工轉移日期。

C. 購買方應遵守其在購買協議下與員工就僱傭提供的義務，其僱傭條件擬定從員工轉移日期起生效。

鑑於本文和購買協議中包含的雙方承諾，以及其他有價值的約定，各方一致同意如下：

第一條

僱員 服務

1.1 爲員工提供支持根據本協議的條款和條件，在本協議簽訂日期起生效，並在員工TSA期間（以下定義），購買方應從賣方處接收轉移員工的服務（每位“支持員工”及其合稱爲「擔保子公司」支持 員工”。支持員工執行僱員服務（如下定義）的期間應自本日起開始，至2024年10月13日晚上11點59分結束，除非各方書面協商同意提前結束 統一上述日期（以下稱爲“員工TSA期間員工TSA期間的最後一天將在本協議中稱爲“員工調動日期”.

1.2 支持員工的服務在員工TSA期間，賣方應盡合理努力促使支持員工全力以赴執行（a）本協議生效日前賣方利益所履行的支持員工職能和服務，和（b）購買方可能合理要求的其他職能和服務，並且在員工TSA期間始終接受購買方和/或其關聯公司（如適用）的監督（“員工服務”。賣方不得在員工TSA期間轉移任何支持員工（除非因不可預見的災難或緊急情況），除非經購買方和受影響的支持員工同意。儘管本協議中另有約定，但根據購買協議的條款，各方承認並同意，賣方不保證任何員工將在本協議期間或之後與購買方保持僱傭關係。

1.3 薪酬福利.

(a) 工資、工資、佣金、加班費和其他補償。 對於員工TSA期間，賣方應支付適用的工資、 工資、佣金、加班費和其他應付給支持員工的報酬，包括在員工TSA期間或與之相關的期間內，包括在此之前和此後開始的任何工資支付週期以及在員工TSA期間開始前並在結束後的任何工資支付週期的部分 。 除非雙方書面另有約定，支持員工的支付標準和支付時間將與本協議日期當日支付給這些支持員工的支付標準和支付時間相同（爲避免疑問，即使應在員工轉讓日期當日或之後到期支付，賣方也將爲員工TSA期間進行此類支付）。 所有支持員工的工資代扣選項（包括與所得稅、合格的退休計劃和團體健康及福利計劃相關的選項）在員工TSA期間將與本協議日期的選項保持一致，除非支持員工適當選擇（按照員工和計劃參與者通常允許的方式）更改任何此類選項。此外，賣方將提供員工TSA期間的工資單和W2報告。

(b) 獎金和激勵補償。 對於員工TSA期間，除非雙方書面另有約定，支持 員工將繼續參與任何作爲本協議日期當日生效的獎金和激勵補償安排，隨時修改。

(c) 利益計劃。 在員工TSA期間，每個支持員工將繼續有資格參加賣方 的所有福利計劃，這些福利計劃已自本協議日期適用，賣方將負責根據適用賣方福利計劃的條款和條件接收和管理支持員工在員工TSA期間提出或發生的所有索賠，包括適用於索賠提交的一般要求。 支持員工將有資格獲得與賣方福利計劃下其他員工提供的相同的福利管理和管理支持服務、客戶服務、溝通支持。 這包括，如適用，管理賣方福利計劃的年度福利註冊期、員工福利入職和離職流程，以及根據需要將相關的資格和選舉數據與第三方供應商傳遞。

(d) 員工離職購買方可以要求支持員工離職。如果購買方和賣方同意支持員工離職，或者支持員工自願終止與賣方的僱傭關係，賣方應發起和管理自願和強制終止的離職過程。

1.4 遵守法律 - 薪資和福利計劃事宜賣方應對與本協議項下涉及支持員工的薪資和賣方福利計劃事項方面的所有法律義務進行遵守。賣方應代表支持員工進行任何貢獻，包括但不限於工人的工傷保險、僱主健康稅、僱傭保險以及其他類似的稅費、徵收、源扣繳和按照適用法律規定薪酬的繳納。賣方還應在

 

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員工TSA期間負責回答來自聯邦、州、地方和外國機構以及其他人關於工資單、賣方福利計劃事項以及與支持員工相關的數據和歷史，以及與僱員TSA期間或任何先前期間有關的問題和詢問。如果購買方或其任何關聯方發現任何與合規相關的問題或來自這些機構的任何問題或詢問，購買方應立即通知賣方有關此事，並賣方有權和責任單獨回應。

1.5 依法合規 - 購買方。購買方應在僱員TSA期間以合規的方式合理監督和管理支持員工。 如果支持員工在購買方或其任何關聯方擁有、租賃或以其他方式控制的任何場所提供僱員服務，則購買方及其關聯方應獨自對從或與此類場所有關的所有義務和其他責任負責，包括工作場所安全和安全性。 除本協議約定外，支持員工在僱員TSA期間沒有權力或明顯代表賣方或其關聯方行事。

1.6 支持員工過渡。 在僱員轉移日期之前的合理時期內，賣方和購買方應並且應使其各自的關聯方採取合理措施，以在僱員轉移日期生效之日前有序將適用的支持員工過渡給購買方，該過渡應受購買協議的條款和條件約束並遵守。 有關此類過渡，各方應履行購買協議和本協議下的所有義務。

第二條

購買方支付的服務費

2.1 費用作爲僱員服務的考慮，買方應該償還賣方已合理記錄的費用 零星 與僱員服務相關的由賣方和/或其關聯公司在僱員TSA期間發生的合理記錄費用（統稱爲"費用"）費用包括在僱員TSA期間支付給支持員工的薪水、工資、佣金、僱主對賣方401(k)計劃的捐款、休假、節日工資、獎金、加班費、其他補償、僱主側稅款、工傷賠償、福利保費、賣方適用裁員計劃規定的解職福利

 

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2.2 發票.

(a) 為提供僱員服務，賣方須每半月向買方發票收取的費用 與 部分 2.1 有關於當時結束的半月期間（即欠款）所執行的適用僱員服務，並附有相關費用的合理詳細細細分項 薪資登記冊的部分以及該部分費用（例如醫療福利）沒有通過支持員工的薪資流程支付的證明文件（每一部分，a」TSA 發票」)。買家須支付 在賣家實際支付該等費用之日起計兩 (2) 個工作日內，通過電匯每張 TSA 發票的不可爭議部分。儘管本文有任何相反之規定，每個 TSA 根據本協議發票 必須與應付帳款服務的半月發票一併交付（如過渡服務協議中定義），按照《過渡服務協議》所規定的規定。

(b) 如果 TSA 發票的任何部分被買家誠意爭議，則 (i) 買家必須在內以書面通知賣方 自買家收到該等爭議的 TSA 發票起十五 (15) 天，及 (ii) 買家須按照上一句中列明的不可爭議金額支付 部分2.2 (一) 以及 當事人應盡快調解爭議金額，並且買方不會有義務支付該爭議部分，除非該爭議獲得賣家有利的解決之前。如果買家未通知 賣方在此十五年內作出書面 （15）日期 如買家對 TSA 發票的全部或部分爭議，則該 TSA 發票被認為被買家接受，並將向賣方支付 根據 部分2.2 (一).

(c) 除上述規定外，(A) 如有任何超額付款 買家、賣家應在發現超額付款後的兩 (2) 個工作日內立即抵扣該超額付款金額，或在發現超額付款後的兩 (2) 個工作日內向買家匯款，以及 (B) 如有任何不足的付款 買家、買家須在發現該款項欠款後的兩 (2) 個工作日內立即繳付相等於該款項欠款金額的款項。

2.3 付款。根據本協議提供的員工服務費用將以美元計算和支付。須遵守 部分 2.2，除非賣方和買家另有書面同意，否則所有到期付款均須透過電匯（或公司間帳單）支付即時可用資金，而無須扣除或扣除 或向賣家指定的一個或多個帳戶提出任何反索賠。

2.4 無法匯款。須遵守 部分 2.2, 如果買家未按照下述規定支付任何費用，賣方保留終止根據本協議提供的任何僱員服務的權利 部分 2.2 並且該等未繳付款項在買家收到賣方通知後，超過十（10）個工作天內仍然無法解決。

 

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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

 

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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

 

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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

 

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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: [***]

 [***]

 

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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.

 

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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.

 

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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.]

 

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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]