You (“Participant”) and ideas42 are entering into a Competition Agreement (this “Agreement”) which applies to the ideas42 Public Call for ideas Prize Competition (the “Competition”). In order to participate in this Competition, Participant must accept these terms, and therefore should take the time to understand them.
IF YOU CLICK “ACCEPT” AND PROCEED TO SUBMIT AN ENTRY FOR THIS COMPETITION, THIS AGREEMENT WILL BE A VALID AND BINDING AGREEMENT BETWEEN PARTICIPANT AND IDEAS42 for all purposes relating to this Competition. Participant should print and keep a copy of this Agreement. ideas42 and Participant are referred to herein individually as a “Party” and jointly as the “Parties.”
General. The Competition consists of one phase and this agreement applies to your participation in the entire competition process. The Competition Guidelines are an important part of this Agreement and are incorporated herein by reference.
Competition Sponsors. The Competition is being administered by ideas42 and sponsored and funded by Schmidt Futures (collectively with any future individual or sponsorship, the “Competition Sponsor”). Certain provisions of this Agreement are included for the benefit of the Competition Sponsor, and Participant acknowledges that the Competition Sponsor is a third-party beneficiary of this Agreement.
Eligibility. The Competition is open to individual Participants and business entities who meet the following requirements. ideas42 will determine a Participant’s compliance with these requirements in its sole discretion:
(a) Individual Participants: The Competition is open to individual Participants who meet all of the following requirements at all times during the Competition:
i. be at least 18 years old and the age of majority in his/her jurisdiction of residence if it is older than 18;
ii. comply fully with all terms and conditions of this Agreement, including Section 15 which requires Participant to obtain ideas42’s prior written approval of all sponsors;
iii. be able to participate in this Competition without violation of any third-party rights or obligations, including without limitation an employer’s policies or procedures. To the extent an individual’s participation is within the scope of his or her employment as an employee, contractor, or agent, the individual must have notified his or her employer or principal for whom that individual is working at the time of entry of participation in the Competition, including without limitation the potential receipt of a prize. For the avoidance of doubt, individuals who are students, instructors, or professors at a university, or otherwise employed by a university must meet the requirements of this subsection.
iv. Exclusions: Individual Participants may not be:
(A) An ideas42 employee or a member of any ideas42 employee’s immediate family,
(B) Located in a jurisdiction where participation in the Competition is prohibited or otherwise restricted by law (or an individual with a residence in or who is a national of Cuba, Iran, Syria, North Korea or Sudan); or
(C) An Individual who is subject to export controls or sanctions of the U.S.
(b) Business Entities: The Competition is open to business entities that wish to compete as a team and meet all of the following requirements at all times during the Competition:
ii. comply fully with all terms and conditions of this Agreement, including Section 15 which requires Participant to obtain ideas42’s prior written approval of all sponsors.
iii. be able to participate in this Competition without violation of any third-party rights or obligations, including without limitation any non-compete or other agreements it may have with third parties.
iv. Exclusions: entity Participants must not have any presence in Cuba, Iran, Syria, North Korea or Sudan or be subject to export controls or sanctions of the United States.
Teams and Team Members. Eligible Participants can participate in the Competition individually or as part of a group. For the purposes of this Agreement, a Team can be a team of one Participant or a team of multiple Participants (as a group of Participants or a group of Participants who are part of a single business entity). Registration of a Team requires the Team to identify and list each Participant that is part of the Team (“Team Members”). All Team Members listed must register at https://public-call.org/apply and sign this Agreement. Teams will designate a Team Member to act as “Team Leader”, and the Team Leader will be responsible for receiving communications from and communicating with ideas42 and the Judging Panel. The Team Leader must be at least 18 years old (or the age of majority in their jurisdiction of residence, if such age is older than 18 years). Team may replace the designated Team Leader and add or remove any Team Member at any time by contacting ideas42 of the change. Team has the sole responsibility for adding and removing Team Members. Team and Team Members are solely responsible for all of their own costs related to participation in the Competition and preparation of a Team’s competition submissions. Neither ideas42 nor its agents will officiate or be responsible for any disputes between or among members of any team (including disputes regarding conduct, cooperation, contributions, intellectual property ownership, or prize distribution or sharing).
Participant Representations and Warranties. By entering the Competition, Participant represents, warrants, and agrees that:
(a) Participant has read and is in full compliance with the Competition Guidelines.
(b) Participant is free to enter into this Agreement without the consent of any third party and has the capability to fully perform its obligations hereunder;
(c) Participant’s participation in the Competition, including acceptance of any Prize, will not violate any law, regulation, policy or rule in Participant’s country, state, province, or local municipal location or Participant’s employment contract or arrangement;
(d) Participant will not infringe, violate, misappropriate or interfere with the Intellectual Property, contract or other right of any third party in the course of performance of this Agreement or cause ideas42 or its affiliates to do any of the same;
(e) As of the date of any Submission, Participant owns (or will own) all technologies, methods, resources and Intellectual Property in Participant’s Submission(s) and/or has (or will have) all appropriate license rights in any and all third-party technologies, methods, resources and Intellectual Property (“Third-Party Technology”) in such Submission(s), and that Participant’s Submission(s) will be accompanied by and made in accordance with all appropriate licenses in such Third-Party Technology.
Participant to Retain Participant’s Intellectual Property. Participant will retain ALL right, title and other ownership interests in Participant’s submission and in all inventions, patents, patent applications, designs, copyrights, trademarks, trade secrets, software, source code, object code, processes, formulae, ideas, methods, know-how, techniques, devices, creative works, works of authorship, publications, and/or other intellectual property (“Intellectual Property”) developed by Participant during the Competition, except for the media rights granted by Participant to ideas42 pursuant to this Agreement.
Use of Intellectual Property. No Party shall use the Intellectual Property of the other Party in a manner that: (i) impairs the validity or enforceability of such Intellectual Property; (ii) in any way disparages or dilutes such Intellectual Property; (iii) reflects poorly upon the good name of the other Party (or any Competition Sponsor or Organization Partner) or upon the goodwill and reputation associated with such Intellectual Property; or (iv) violates any applicable law, regulation or rule. No Party shall contest or deny the validity or enforceability of, or the right or title of the other Party in or to, such Intellectual Property or otherwise and shall not encourage or assist others directly or indirectly to do so. No party shall attempt to register the Intellectual Property of the other Party. In addition, no Party shall make any derivative works based on, or improvements to, any of the Intellectual Property of the other Party, except as authorized by this Agreement, nor shall any Party otherwise exploit the Intellectual Property of the other Party in any manner not expressly authorized by this Agreement.
Compliance with Applicable Laws. Participant shall obey all local, national, and international laws in undertaking any activities related to the Competition and must acquire all necessary licenses, waivers, and/or permits from the applicable regulatory bodies or other applicable third parties. ideas42 is not required to advise Participant regarding such legal and regulatory compliance and is not responsible for Participant’s compliance with laws applicable to Participant. ideas42’s acceptance of Participant into the Competition does not constitute approval of Participant’s compliance with applicable laws.
Noncompliance. ideas42 may, in its sole discretion, temporarily suspend or disqualify an Participant for any reason, including due to its failure to comply with any provision of this Agreement or the Competition Guidelines. If ideas42 notifies Participant of noncompliance, Participant agrees to cure such noncompliance as promptly as practicable and in any case within 30 days of receipt of such notice. Participant shall abide by any decision made by ideas42 to remove, suspend, deem ineligible, or disqualify Participant, without contest, legal recourse, or any other action of protest of the decision. Such decisions may be made by ideas42 for any reason including ethical transgressions, breach or violation of this Agreement or actions that jeopardize the Competition or sponsorship of the Competition.
Submissions. To be eligible for a prize, Participant’s will make a submission of information to ideas42 that meets the requirements set out in the Competition Guidelines (a “Submission”), and which also complies with the following:
(a) Except for purchased or licensed content, any Submission must be the original work of Participant;
(b) Submissions must include only content (including any technical information, algorithms, designs, music, audio, visual or illustrative content, including logos, images, graphics, art, or other content, information, or materials protected any intellectual property right) that Participant owns or has proper rights to use;
(c) Participant is required to disclose any purchased or licensed content that is part of a Submission.
(d) Submissions must not contain any incomplete, corrupt, damaged, or malicious material;
(e) Submissions must not contain material that violates or infringes another’s rights, including but not limited to privacy, copyright, trade secret, patent, trademark, publicity or any intellectual property rights;
(f) Submissions must not disparage ideas42, any Competition Sponsor or any Organization Partner;
(g) Submissions must not contain material that is inappropriate, offensive, indecent, obscene, tortious, defamatory, slanderous or libelous and must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age; and
(h) Submissions must not contain material that is unlawful, in violation of, or contrary to applicable laws or regulations.
(i) Submission must contain a publicly-releasable graphic representation (silhouette, drawing, video, or abstracted cartoon, e.g.) of the entry.
Judging. All Submissions will be judged against the criteria set forth in the Competition Guidelines and judges will determine, in their sole discretion, which Submissions best address the Competition Guidelines. ideas42 has absolute and sole discretion to determine whether to accept Participant’s Submission, or any Submission, and whether to make a Prize, multiple Prizes or any Prize available to Participant. Participant agrees that ideas42’s determination as to the winner(s) of any Prize(s) are final and binding. Meeting the Competition Guidelines does not automatically mean that a Submission will be eligible for a Prize.
Media Rights. Participant grants ideas42 or any Competition Sponsor (including its parent and affiliate entities) and its agents an exclusive (even to the extent that it may restrict Participant’s right to exploit the Competition Media as set forth herein), perpetual, royalty-free, fully paid-up, sublicensable, worldwide, irrevocable right and license, exercisable in the sole and absolute discretion of ideas42 to capture footage and otherwise record preparations for, participation in and the proceedings of the Competition, including but not limited to Participant’s name, voice, image, statements or any indicia of their, his or her identity (“Likeness”) in any and all Competition Media. For the purposes of this Agreement, “Competition Media” shall be defined as all pre-existing or developed media emanating from documenting, filming , recording, or otherwise fixing any aspect of the Competition in a tangible means of expression by any means or in any manner or medium now existing , including without limitation, audio, video, digital, and photographic material, or developed in the future, including without limitation, Participant preparation to enter or register for the Competition, the story of Participant’s participation, other Competition participants, and events related to the Competition whether such Competition Media is owned, controlled, or created by, or on behalf of Participant, any team member, or ideas42 or any Competition Sponsor (or any of ideas42 or Competition Sponsor’s agents), or partner of the Team or Participant. ideas42 and Competition Sponsor shall have the right to exploit all Competition Media in any manner and in any medium, including licensing the media to third parties. ideas42 will retain all rights and title in and to any Competition Media.
Marks. Participant will not use the marks or logos of ideas42, any Competition Sponsor without the prior written consent of ideas42, which ideas42 may grant or deny in its sole discretion.
Publicity. Participant shall not release any publicity, advertisement, news release or denial or confirmation of same regarding ideas42, the Competition or the Participant’s entry into this Agreement, the terms of the Agreement or any Competition Sponsor’s role as a sponsor of the Competition, in any case without the prior written consent of ideas42, which ideas42 may grant or deny in its sole discretion.
Sponsorship. Any sponsors of a Participant or a Team must be approved in writing by ideas42, which approval may be granted or denied in ideas42’s sole discretion. Participant cannot publicize any sponsor without ideas42’s prior written consent. Any Participant who has an approved sponsor(s) shall provide reports and updates on such sponsors as requested by ideas42.
Other Contracts, Confidentiality. Participant agrees that Participant will not disclose to ideas42 any information for which Participant is under an existing contractual or other legal obligation to maintain in confidence or otherwise does not have the right to sell or license. Participant agrees that Participant will not discuss any confidential information of other parties or ideas42. If Participant’s participation in the Competition should be found to breach any legal obligations that Participant has with third parties, or in the event of a breach of these confidentiality obligations, Participant agrees to defend, indemnify, and hold harmless ideas42, the Competition Sponsor, the Organization Partners and their respective affiliates, officers, directors, employees and agents from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.
Nondisparagement. At any time during or after the Competition, Participant will not make, solicit or encourage others to make or solicit disparaging, critical or otherwise detrimental comments concerning ideas42, the Competition Sponsor, the Organization Partners or any of their respective affiliates, employees, officers, directors, or agents.
Changes and Cancellation. ideas42 has the right to make updates and/or make any changes to, or to modify the scope of the Competition Guidelines, competition schedule, any technical requirements for the Prizes or any other details of the Competition, at any time during the Competition, for any reason. Participant is responsible for regularly reviewing the Competition Guidelines to ensure that they understand and are meeting all rules and requirements of the Competition. ideas42 has the right to cancel the Competition at any time, without warning or explanation, and to subsequently remove the Prizes completely.
Payments to Participant. Participant shall only be paid upon winning a Prize and shall not receive payment for preparation or participation in the Competition. ideas42 shall make any necessary payment in US dollars via a check within ninety (90) days after Participant being declared the winner of a Prize. Compliance with payment instructions provided by Participant (or, where Participants have formed a group, by the Team Leader) constitute payment of the applicable Prize. Participant shall be solely responsible for any taxes arising from or relating to the payment of any Prize. ideas42 shall not be involved in how any Prize is allocated among Team Members. If Participant wins a Prize, it will receive an IRS form 1099 or other applicable tax documentation from or on behalf of ideas42 reflecting the value of the Prize received, as required by law.
Release and Waiver. Participant hereby:
(a) AGREES TO VOLUNTARILY ASSUME ANY AND ALL RISKS ASSOCIATED WITH PARTICIPATING IN THE COMPETITION;
(b) ACKNOWLEDGES THAT NONE OF IDEAS42, ANY COMPETITION SPONSOR, ANY ORGANIZATION PARTNER OR ANY OF THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSSES, LIABILITIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY AND PROPERTY DAMAGE) AND CLAIMS OR ANY RELATED COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND DISBURSEMENTS AND COSTS OF INVESTIGATION, LITIGATION, SETTLEMENT, JUDGMENT, INTEREST, AND PENALTIES) (“LOSSES”) THAT MAY OCCUR DUE TO PARTICIPATION IN THE COMPETITION;
(c) RELEASES AND FOREVER DISCHARGES IDEAS42, THE COMPETITION SPONSOR, THE ORGANIZATION PARTNERS AND ALL OF THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS FROM ANY AND ALL LOSSES ARISING FROM PARTICIPATION IN THE COMPETITION;
(d) WAIVES ANY AND ALL RIGHTS OR CLAIMS FOR LOSSES AGAINST IDEAS42, ANY COMPETITION SPONSOR, ANY ORGANIZATION PARTNER AND ALL OF THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS FOR ANY AND ALL LOSSES SUFFERED RESULTING FROM PARTICIPANT’S PARTICIPATION IN THE COMPETITION AND COMPETITION-RELATED EVENTS;
(e) COVENANTS NOT TO SUE IDEAS42 AND/OR ANY OTHER COMPETITION SPONSOR, ANY ORGANIZATION PARTNER AND/OR ANY OF THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS FOR ANY LOSSES THEREFOR ON ACCOUNT OF INJURY, DAMAGE TO PERSONAL PROPERTY, OR DEATH ARISING FROM PARTICIPANT’S PARTICIPATION IN THE COMPETITION OR ANY OTHER LOSSES WHATSOEVER.
Acknowledgment. Participant acknowledges and expressly agrees that the foregoing releases and waivers are intended to be as broad and inclusive as permitted by law and that if any portion thereof is held to be invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
Affiliates; Agents; Organization Partners. For all purposes under this Agreement, (a) the term “affiliates” means a person or entity which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person or entity, (b) ideas42’s “agents” shall be deemed to include each of the Masters, Mentors, Advisors, and Judges who are at any time involved in the Competition with such title or who are identified as such in ideas42’s website from time to time, and (c) the term “Organization Partners” means those organizations working with ideas42 on the competition.
Indemnification. Participant acknowledges and agrees to indemnify, defend, release from liability, and hold harmless ideas42, the Competition Sponsor, and the Organization Partners and all of their respective affiliates, employees, officers, directors and agents from and against any and all Losses arising from, relating to, or connected with participation in the Competition or any part of the Submission, or any activities incidental thereto including, without limitation: (i) any third-party claims, including, without limitation, any claims for personal bodily injury and/or personal property damage; (ii) claims based on any alleged breach of this Agreement by any person who is part of a Submission or a Competition; (iii) failure of Participant to procure an effective waiver; (iv) any claims that the Submission infringes upon or violates the intellectual property rights of any third party, infringes upon or violates any person’s or entity’s right of privacy, or otherwise is in breach of Section 5(d); or (v) actual or alleged agreements or arrangements with other Participants or participants. Participant acknowledges and agrees that the obligation to indemnify and hold harmless as set forth in this Section will survive the expiration, lapse, or termination of this Agreement.
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES.
EXCLUSION OF DAMAGES. NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF CIRCUMSTANCES CAUSE AVAILABLE REMEDIES TO FAIL.
LIMITATION OF LIABILITY.
(a) THE TOTAL AGGREGATE LIABILITY OF IDEAS42 FOR ANY CLAIMS, CAUSES OF ACTION, DISPUTES OR DEMANDS ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SUCH LIABILITY RESULTING FROM IDEAS42’S BREACH OF ANY TERM OF THIS AGREEMENT AND/OR IDEAS42’S NEGLIGENCE OR OTHER TORTIOUS CONDUCT AND/OR ANY DECISION BY IDEAS42 TO DISQUALIFY PARTICIPANT AND/OR TERMINATION OF THIS AGREEMENT BY IDEAS42, SHALL BE LIMITED TO THE LESSER OF (A) THE AMOUNT PARTICIPANT PAID TO IDEAS42 UNDER THIS AGREEMENT; OR (B) PARTICIPANT’S DIRECT DAMAGES NOT TO EXCEED ONE THOUSAND DOLLARS ($1,000.00).
(b) To the extent permitted under applicable law, none of ideas42, any Competition Sponsor or any Organization Partner shall be liable for: (1) any incorrect or inaccurate information, whether caused by Team, printing, typographical or other errors, or by any of the equipment or programming associated with or utilized in the Competition; (2) technical failures of any kind; (3) unauthorized human intervention in any aspect of the Competition; (4) any other claims of damages arising from participation in this Competition or acceptance or use of Prizes; and (5) any claims by a Team that its submission is similar to or competitive with technologies or products received by ideas42 from third parties, including other Teams.
Privacy. As part of this Competition, ideas42 may receive some of Participant’s Confidential Information. Ideas42 and Participant will undertake all reasonable steps to keep Confidential Information secure and not to disclose it to any third party except to its employees and professional advisers who need to know the same for the Purpose. Receiving Party shall ensure that effective physical, technological, and procedural safeguards are in place to protect the security of Confidential Information. This safeguards include, but are not limited to, ensuring personnel understand their obligations under all applicable data privacy and security laws, standards and requirements, executive orders, and regulations.
Dispute Resolution. In light of the Competition’s ultimate goal of inspiring innovation, any public dispute regarding any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any challenge to any decision by the Judging Panel, would detract from this goal and would reflect poorly on Participant, ideas42, the Competition Sponsor and the Organization Partners. Further, any public dispute regarding any claim or controversy arising out of or related to this Agreement or the making, performance, breach, or interpretation of this Agreement, including, without limitation, any challenge to any decision by the judges, will result in irreparable harm to ideas42, the Competition Sponsor and the Organization Partners and prize fulfillment entities of the Competition. Accordingly, Participant and ideas42 agree that (i) any claim, controversy and/or dispute arising out of or related to this Agreement (“Dispute”); (ii) any issues pertaining to a Dispute; and/or (iii) any claim that this Agreement or any part hereof is invalid, illegal, or otherwise voidable or void, shall be submitted to and finally determined by mandatory and binding arbitration. Arbitration will be in accordance with the rules of the American Arbitration Association (“AAA”), which shall administer the arbitration, with the place of arbitration in New York, New York, United States of America. Participant and ideas42 agree that the mandatory and exclusive dispute resolution procedures in this Agreement are in the best interests of both Parties.
(a) Governing Law. This Agreement and all Disputes arising hereunder shall be governed and construed in accordance with the laws of the State of New York, United States of America (“Laws”), without giving effect to any conflict of laws rules that would result in the application of the laws of any other jurisdiction.
(b) Voluntary Agreement. THE PARTIES BY VOLUNTARILY ENTERING INTO THIS AGREEMENT HEREBY AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF PARTICIPANT DOES NOT AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, THEN PARTICIPANT SHOULD NOT ENTER THE COMPETITION. BY SIGNING THIS AGREEMENT, PARTICIPANT REPRESENTS AND WARRANTS THAT IT UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
(c) Review by Counsel. This Agreement contains important limitations on Participant’s rights that are necessary in light of ideas42’s mission and dedication to the development of technology for the good of society. In light of these limitations, Participant is encouraged to consult with legal counsel and ask any questions regarding its decision to enter into this Agreement and agree to these limitations. By entering into this Agreement, Participant represents and warrants that it has had such opportunity to consult with legal counsel and ask questions regarding this Agreement.
(d) Not Agents, Partners, or in Joint Venture. Parties are not agents or partners of or with one another. Parties are not engaged in any form of joint venture with one another. Parties cannot bind one another by contract.
(e) No Third Party Beneficiaries. Except as expressly provided herein, Parties agree and acknowledge that there are, and shall be, no third party beneficiaries to this Agreement.
(f) No Waiver. No failure of either Party to insist upon strict compliance with any covenant, obligation, condition, warranty or agreement contained herein will operate as a waiver of, or estoppel with respect to, any such covenant, obligation, condition, or agreement. Waiver by any Party of any breach of any provision of this Agreement will not be considered as, nor constitute, a continuing waiver or waiver of any other breach of any provision of this Agreement.
(g) Headings. Article, section, subsection and paragraph headings in this Agreement are included for convenience of reference only and will not constitute a part of this Agreement for any other purpose.
(h) Survival. Notwithstanding any termination of this Agreement for any reason, the following provisions shall survive for all purposes: Sections 12 (Media Rights), 17 (Nondisparagement), 20 (Release and Waiver), 23 (Indemnification), 24 (Disclaimer of Warranties), 25 (Exclusion of Damages), 26 (Limitation of Liability), 28 (Dispute Resolution), 29 (General Provisions) and any other provision which, expressly by its terms, survives termination of this Agreement.
(i) Severability. If any provision of this Agreement conflicts with the law under which this Agreement is construed or that is otherwise applicable to Participant, or if any such provision is held invalid by a competent authority, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. If the competent authority holds the provision illegal, invalid, or unenforceable even after restatement, the provision will be limited or eliminated to the minimum extent necessary. The remainder of this Agreement will remain in full force and effect.