TeleNav 2014 Annual Report Download - page 145

Exhibit 10.31#
so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees
that the arbitrator shall administer and conduct any arbitration in accordance with California Jaw, including the California Code of
Civil Procedure and the California Evidence Code, and that the arbitrator shall apply substantive and procedural California law to
any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with California
law, California law shall take precedence. The decision of the arbitrator shall be in writing. Any arbitration under this Agreement
shall be conducted in Santa Clara County, California.
(d) Remedy.
Except as provided by the Act, arbitration shall be the sole, exclusive, and final remedy for any
dispute between Executive and the Company. Accordingly, except as provided by the Act and this Agreement, neither Executive
nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the
arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order
or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.
(e) Administrative Relief.
Executive is not prohibited from pursuing an administrative claim with a local, state, or
federal administrative body or government agency that is authorized to enforce or administer laws related to employment,
including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission,
the National Labor Relations Board, or the Workers' Compensation Board. However, Executive may not pursue court action
regarding any such claim, except as permitted by law.
(f)
Voluntary Nature of Agreement.
Executive acknowledges and agrees that Executive is executing this
Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further
acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for
Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that
EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO A JURY TRIAL.
Finally, Executive agrees that Executive has been
provided an opportunity to seek the advice of an attorney of Executive's choice before signing this Agreement.
15. Confidential Information
. Executive agrees to continue to be bound by the Telenav, Inc. Proprietary Information
Agreement (the “Confidential Information Agreement”)
entered into by and between Executive and the Company dated April 11,
20 14.
16. Non-Solicitation. Until the date one (1)
year after the termination of Executive's employment with the Company for
any reason, Executive agrees not, either directly or indirectly, to solicit, induce, attempt to solicit, recruit, or encourage any
employee of the Company (or any parent or subsidiary of the Company) to leave his or her employment either for Executive or for
any other entity or person. Executive represents that he (i) is familiar with the foregoing covenant not to solicit, and (ii) is fully
aware of his or her obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and
geographic coverage of these covenants.
17.
Miscellaneous Provisions.
(a) Amendment.
No provision of this Agreement will be modified, waived or discharged unless the modification,
waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than
Executive) that is expressly designated as an amendment to this Agreement.
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