死亡. If your employment shall terminate due to your death, you (or your estate) shall be paid, in lieu of all other payments hereunder, the following: (1) accrued and unpaid Base Salary through the date of termination; (2) earned and unpaid bonus, if any; (3) all other payments and benefits you may be entitled to receive under the terms of any applicable employee benefit plan or program of Company in which you participate, if any, and any earned, unused vacation pay that has accrued to that date and is payable under Company’s standard policies or under and in accordance with the terms of such employee benefit plan; and (4) reimbursement for all actual and previously unreimbursed out-of-pocket business expenses properly incurred to the date of termination in accordance with Company’s standard business expense reimbursement policies (collectively, the 「Accrued Amounts」). The Accrued Amounts shall be paid to your surviving spouse, if any, or otherwise to your estate, in a single lump sum payment within thirty (30) days of your death, or, if otherwise provided in an applicable employee benefit plan, in accordance with the time and form of payment provisions of such plan, in accordance with applicable law.
B.
殘疾. If you are prevented from performing your duties as called for by this Agreement because of physical or mental incapacity or other disability (a “殘疾”) 在您已經獲得所有法律要求的休假和合理的便利措施後，公司有權終止您的僱傭關係，並會給您書面通知。預計此類終止一般發生在您無法連續工作超過十二（12）周，或在任何連續的十二（12）個月內，無法工作超過九十（90）天的情況下。如果您的僱傭關係將被終止，
This Agreement shall inure to the benefit of and be binding upon your heirs and personal representatives of your estate and the successors and permitted assigns of Company, regardless of any change in its business structure, whether through spinoff, merger, sale of stock or assets, or any other transaction or assignment. Notwithstanding the foregoing, this Agreement is a personal services contract and, as such, you may not assign any of your duties or obligations hereunder. Company may not assign this Agreement nor any rights or obligations hereunder other than to an Affiliate or to an entity which, by way of merger, consolidation or sale of substantially all of the assets of Company becomes a successor to Company, so long as such successor assumes in writing Company’s obligations hereunder (and Company agrees to deliver a copy to you of such assumption promptly following your request for such). For the purposes of this Agreement, the term 「公司」 shall include Company and, subject to the foregoing sentence, any of its successors and assigns.
E.
You have been advised to seek the advice of independent counsel concerning
the execution of this Agreement. Your signature below indicates you have received such counsel as you deem appropriate or have waived your right to do so.
F.
The headings of the several Paragraphs of this Agreements have been inserted for convenience of reference only and shall in no way restrict or modify any the terms of provisions hereof. This Agreement has been drafted by legal counsel representing Company, but you have participated in the negotiation of its terms. Furthermore, you acknowledge that you have had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
G.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona, without regard to conflicts of laws. Each party consents to the jurisdiction and venue of the state or federal courts in Phoenix, Arizona, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement. Any and all disputes, other than requests for injunctive relief by either patty, will be resolved through binding arbitration consistent with the Employee Arbitration Agreement attached hereto as Exhibit b.
專有信息定義. “專有信息” includes (a) any Company information that is confidential or proprietary, technical or non-technical, including for example and without limitation, information related to Innovations (as defined in Section 4 below), concepts, techniques, processes, methods, systems, designs, computer programs, source documentation, trade secrets, formulae, development or experimental work, work in progress, forecasts, proposed and future products, marketing plans, financial information, business plans, customers and suppliers and any other nonpublic information that has commercial value or (b) any information Company has received from others that Company is obligated to treat as confidential or proprietary, which may be made known to me by Company, a third party or otherwise that I may learn during my employment with Company.
Ownership and Nondisclosure of Proprietary Information. All Proprietary Information is the sole property of Company, Company’s assigns, Company’s customers and Company’s suppliers, as applicable. Company, Company’s assigns, Company’s customers and Company’s suppliers, as applicable, are the sole and exclusive owners of all patents, copyrights, mask works, trade secrets and other rights in and to the Proprietary Information. I will not disclose any Proprietary Information to anyone outside Company, and I will use and disclose Proprietary Information to those inside Company only as may be necessary in the ordinary course of performing my duties as an employee of Company. If I have any questions as to whether information constitutes Proprietary Information, or to whom, if anyone, inside Company, any Proprietary Information may be disclosed, I will consult with my manager at Company.
Innovations Definition. In this Agreement, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress.
SmartRent, Inc.（“公司”) and the undersigned (“員工”) hereby agree that, to the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the employment or the termination of employment of Employee, including but not limited to the interpretation, applicability, or enforceability of this Agreement, shall be resolved by final and binding arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (該“AAA規則”), available at www.adr.org /rules or provided upon request by the Company. Claims subject to arbitration shall include without limitation contract claims, tort claims, claims relating to compensation and stock options, as well as claims based on any federal, state, or local law, statute, or regulation, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Arizona Employment Protection Act, the Arizona Civil Rights Act, and all other applicable Arizona law. However, claims for unemployment compensation, workers’ compensation, claims under the National Labor Relations Act, and other claims excluded by law shall not be subject to arbitration (the “排除索賠各方同意，如果任何爭議涉及及時提出的排除索賠和本協議項下的索賠，各方同意將排除索賠分開並在仲裁程序持續期間暫停。