Conflicts. As an exempt employee, you are expected to work the number of hours required to get the job done. However, you are generally expected to be present during normal business hours, which will be established by the Company and may be changed as needed to meet the needs of the business. You agree that during your employment with Proofpoint, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Proofpoint is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to Proofpoint.

Conflicts. This Agreement is subject to all terms, conditions, limitations, and restrictions contained in the Plan, which shall be controlling in the event of any conflicting or inconsistent provisions. In the event, however, of any conflict between the provisions of this Agreement or the Plan and the provisions of an employment or change-in-control agreement between the Company and the Participant, as applicable, the provisions of the latter shall prevail.

Conflicts. In the event that either party believes that conflicts have arisen or are probable with respect to [[Person B:Person]] Buren’s services in respect of potential competing demands, work hours or otherwise, such party will initiate a discussion with the other party to discuss such conflict or potential conflict. All such discussions shall occur between Provider’s Chief Executive Officer and Recipient’s Global Chief Operations Officer.

Conflicts. Each of the Parties acknowledges and agrees that Goodwin Procter LLP (“Goodwin”) has acted as counsel to Arvinas and its Affiliates in connection with the negotiation of this Agreement, the documents contemplated hereby and consummation of the transactions contemplated hereby and thereby. Each of the Committers hereby consent and agree, on behalf of itself and its Affiliates, to Goodwin representing the Company and its Subsidiaries (collectively, the “Company Parties”) following the date hereof, except with respect to disputes in which the interests of the Company Parties are directly adverse to Committers and their respective Affiliates (the “Excluded Matters”). In connection with the foregoing and except with respect to the Excluded Matters, each Committer hereby irrevocably waives and agrees, on behalf of itself and its Affiliates, not to assert any conflict of interest arising from or in connection with Goodwin’s prior representation of Arvinas and its Affiliates prior to the date hereof.

Conflicts. The terms of this Second Amendment shall control over any conflict between the terms of the Lease and the terms of this Second Amendment.

Conflicts. The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright shall have no obligation to disclose such information to the Company or to use such information in connection with any contemplated transaction.

Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.

Conflicts. In the event of any conflict between the terms of this Agreement and the terms of any Grant documentation, including without limitation vesting terms or the definition of “Cause,” the terms of this Agreement shall govern.

Conflicts. In the case of a conflict between the terms and conditions of this Agreement and [Schedule A] to this Agreement, the terms and conditions of [Schedule A] shall control and govern as it relates to the Services to which such terms and conditions apply.

Conflicts. If there is any conflict, discrepancy, or inconsistency between the terms of this Agreement and any Project Proposal, purchase order, QTA or other form used by the Parties, the terms of this Agreement will control.