Adaptec 2002 Annual Report Download - page 101

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17. Severability. The provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single section, paragraph or sentence) are held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions
shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent
possible, the provisions of this Agreement (including without limitation each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid,
void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
18. Choice of Law. This Agreement, and all rights, remedies, liabilities, powers and duties of the parties
to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware
as applied to contracts between Delaware residents entered into and to be performed entirely in the State of
Delaware without regard to principles of conflicts of laws.
19. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring
suit to enforce such rights.
20. Amendment and Waiver. No amendment, modification, termination or cancellation of this Agreement shall be
effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver.
21. Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and
supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto.
22. No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as
giving Indemnitee any right to be retained in the employment of the Company or any of its subsidiaries or
affiliated entities.
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