Salesforce.com 2006 Annual Report Download - page 118

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9. No Cooperation. Executive agrees that he will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes,
differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative,
shareholder or attorney of the Company, unless under a subpoena or other court order to do so.
10. No Admission of Liability. No action taken by the Company, either previously or in connection with this Agreement shall be deemed or construed
to be (a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment or admission by the Company of any fault or liability
whatsoever to the Executive or to any third party.
11. Costs. The Parties shall each bear their own costs, expert fees, attorneys' fees and other fees incurred in connection with this Agreement.
12. Authority. Executive represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to
bind them to the terms and conditions of this Agreement.
13. No Representations. Executive represents that he has had the opportunity to consult with an attorney, and has carefully read and understands the
scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party hereto which are
not specifically set forth in this Agreement.
14. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void,
this Agreement shall continue in full force and effect without said provision.
15. Entire Agreement. This Agreement, along with the Change of Control Agreement, the Employee Inventions and Proprietary Rights Assignment
Agreement and Executive's written equity compensation agreements with the Company, represents the entire agreement and understanding between the
Company and Executive concerning Executive's separation from the Company.
16. No Oral Modification. This Agreement may only be amended in writing signed by Executive and the CEO of the Company.
17. Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of California.
18. Effective Date. This Agreement is effective eight (8) days after it has been signed by both Parties.
19. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the undersigned.