|IHS MARKIT LTD. filed this Form 10-Q on 03/26/2019|
Agreement”), which remains in full force and effect (notwithstanding the foregoing, it is understood that intellectual property created by you solely in connection with the Permitted Outside Activities shall be your exclusive property in respect of which IHS Markit shall have no rights whatsoever except to the extent any such rights are hereafter granted by you to IHS Markit in writing). To the extent any conflict exists between this Letter Agreement and the Innovations Agreement, the terms of this Letter Agreement shall govern.
(e) Indemnification. The Company or another applicable member of the Affiliated Group shall indemnify you to the maximum extent permitted by law and the bylaws applicable to your services as an officer or director of IHS Markit or any member of the Affiliated Group in effect on the date hereof, with respect to the work you have performed for, or at the request of, the Company or any member of the Affiliated Group during the term of this Letter Agreement.
(f) Governing Law; Amendments. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This Letter Agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of IHS Markit.
(g) Tax Withholding. The Company may withhold from any amounts payable under this Letter Agreement, including payment in cash or shares upon the vesting of equity incentive awards, such federal, state or local taxes (including any social security contributions) as shall be required to be withheld pursuant to any applicable law or regulation.
(h) No Right to Continued Service. Nothing in this Letter Agreement shall confer any right to continue in employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of you or the Company, which rights are hereby expressly reserved by each, to terminate your employment at any time and for any reason, with or without Cause.
(i) Choice of Forum. The Company and you each hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any New York state or federal court of the United States of America sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Letter Agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.