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EXHIBIT 10.37
AGREEMENT TO ARBITRATE DISPUTES AND CLAIMS
This
Agreement is entered into between Asyst Technologies, Inc., on
behalf
of itself and its subsidiary and affiliated
entities ("Asyst"), and the
employee, advisor or consultant named below
("Employee"), and is intended to and
shall supercede and replace any prior
agreements or understandings with respect
to the resolution of disputes, claims,
causes or controversies between the
parties, as provided hereinafter.
Scope of Disputes and Claims to Be Arbitrated
We agree
that any existing or future dispute, claim, cause or
controversy
arising from or relating to the recruitment
or employment or advisory or
consulting relationship of Employee with or
by Asyst, conduct occurring by
either party during such employment or
advisory or consulting relationship
between Employee and Asyst, or any
termination, adjustment or interruption
thereof, shall be submitted to and resolved
solely by final and binding
arbitration. Any such arbitration will be
conducted in accordance with the
American Arbitration Association and the
National Rules for the Resolution of
Employment Disputes then in effect.
We
understand and agree that this Agreement shall apply to any and
all
disputes, claims, causes or controversies
between Asyst and Employee whether the
dispute, cause, claim or controversy arises
in tort or contract, or pursuant to
statute, governmental regulation,
administrative directive or otherwise, now in
existence or which may in the future be
enacted, amended or judicially
recognized, including the following:
-
claims for fraudulent inducement of contract, breach of contract
or
contractual obligation, whether such alleged contract or
obligation
be oral or written or express or implied by fact or law;
-
claims of fraud or wrongful termination, including violation of
public policy and constructive discharge;
-
claims of discrimination or harassment under any and all state
and
federal statutes, as well as claims for violation of any other
state
or federal statute (except as set forth below);
-
claims of non-payment, incorrect or late payment, or the
impaired,
reduced or claimed or deemed untimely benefit or forfeiture of,
wages, commissions, bonuses, severance, employee fringe
benefits,
stock grants or options, whether such claims be pursuant to
alleged
express or implied contract or obligation, equity, the
California
Labor Code, the Fair Labor Standards Act, the Employee
Retirement
Income Securities Act, and any other local, state or federal
law,
order or regulation applicable to Asyst concerning wages,
compensation or employee benefits;
-
claims for infliction of emotional distress, misrepresentation,
interference with contract or prospective economic advantage,
violation of public policy, defamation, unfair business
practices,
and any other tort or tort-like causes of
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action relating to or arising from the employment relationship
or
the formation or termination thereof;
-
defense, hold harmless, indemnity or other benefit or
protection
claimed or asserted by Employee as a result of or arising from
an
employee,
advisory or consulting relationship; and/or
-
claims arising from or related to Asyst's or Employee's conduct
during such employment, advisory or consulting relationship.
(hereafter, collectively, referred to as
the "Claims").
We
understand and agree that binding arbitration of any such Claims,
as
provided herein, shall be the sole and
exclusive means for resolving any and all
existing and future dispute, cause, claim
or controversy between us, with the
following exceptions (which will be
resolved to the extent and in the manner
otherwise required by law then in
effect):
-
claims for benefits under applicable workers' compensation,
unemployment insurance and state disability insurance laws;
- claims
concerning the validity, infringement or enforceability of
any trade secret, patent right, copyright, trademark, or any
other
intellectual or confidential property held or sought by Asyst
or
Employee, or obligation of either party therefor; and
-
any
other claim that has been expressly excluded from arbitration
by
local, state or federal law, order or regulation applicable to
Asyst.
Waiver of
