**Exhibit10.21**

 

EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”) is madeand entered into as of June 23, 2003, effective for all purposes and in allrespects as of June 23, 2003 (the “Commencement Date”) between MICROPATENT LLC,a Delaware corporation (the “Company”), and Daniel Videtto (the“Executive”).  The Company is awholly-owned subsidiary of Information Holdings Inc. (“IHI”).

 

R E C I T A L S:

 

WHEREAS, the Company recognizes that the futuregrowth, profitability and success of the Company’s business will besubstantially and materially enhanced by the employment of the Executive by theCompany; and

 

WHEREAS, the Company desires to employ the Executiveand the Executive has indicated his willingness to provide his services, on theterms and conditions set forth herein.

 

NOW, THEREFORE, on the basis of the foregoing premisesand in consideration of the mutual covenants and agreements contained herein,the parties hereto agree as follows:

 

Section 1. Employment.

 

(a)           Duties.  The Company hereby agrees to employ theExecutive and the Executive hereby accepts employment with the Company, on theterms and subject to the conditions hereinafter set forth.  The Executive shall serve as President ofthe Company, as well as President of Master Data Center, Inc. (“MDC”), anaffiliated company that is a subsidiary of IHI, or in any other seniorexecutive capacity designated by IHI and, as agreed to in writing by theExecutive.  The Company and MDC togetherare hereafter referred to as the “Business”. In such capacity, the Executive shall report to the Chief ExecutiveOfficer of IHI (the “CEO”) and shall have such duties as are typicallyperformed by a President of a corporation, together with such additional duties,commensurate with the Executive’s position as President of a subsidiary of IHI,as may be assigned to the Executive from time to time by the CEO or Board ofDirectors of the Company (the “Board of Directors”).

 

(b)           Location.  The principal location of the Executive’semployment initially shall be in East Haven, CT.  The Executive understands and agrees that he will be required totravel regularly to MDC in Southfield, MI and may be required to travel forbusiness reasons.

 

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Section 2. Term.  Unless terminated pursuant to Section 6 hereof, the Executive’semployment hereunder shall commence on the date hereof and shall continueduring the initial period ending on the first anniversary of the date hereof(the “Initial Term”).  Thereafter, theExecutive’s term of employment shall extend automatically for consecutiveperiods of one (1) year unless either party shall provide notice of non-renewalnot less than one hundred and twenty (120) days prior to the end of theEmployment Term.  The Initial Term, togetherwith any extension pursuant to this Section 2, is referred to herein as the“Employment Term”.  In the event thatthe Company fails to renew the Employment Term by providing a notice ofnon-renewal to the Executive, the Company shall permit the Executive to spendtime, during the normal working hours of such one hundred and twenty (120) dayperiod, pursuing future employment or similar opportunities and such actions onthe part of the Executive shall not be a breach or violation of this Agreement;provided, that such endeavors by the Executive do not materially interfere withthe Executive’s duties hereunder or violate any of the provisions of Section 7herein.

 

Section 3. Compensation.

 

(a)           Salary.  As compensation for the performance of theExecutive’s services hereunder, the Company shall pay to the Executive a salary(the “Salary”) of $250,000 per annum, increased as of July 1 of each calendaryear during the Employment Term (beginning on July 1, 2004) by the then-currentinflation rate as reflected by the Consumer Price Index for Urban Wage Earnersand Clerical Workers for the New York Metropolitan Area, as published by theBureau of Labor Statistics of the U.S. Department of Labor.  The Salary shall be payable in accordancewith the payroll practices of the Company as the same shall exist from time totime for its senior executive employees. In no event shall the Salary be decreased during the Employment Term.

 

(b)           BonusPlan.  Beginning in the calendaryear ending December 31, 2004, the Executive shall be eligible to receive anannual cash bonus (“Bonus”) in an amount up to 50% of the Salary, based uponmeeting performance goals for each calendar year during the EmploymentTerm.  For the year ending December 31,2003, the Executive shall be eligible to receive a cash bonus in an amount upto 25% of the Salary, at the discretion of the CEO.  Annual performance goals shall be mutually determined by theExecutive, on the one hand, and the CEO or the Board of Directors, on the otherhand.  Bonus amounts shall be paid on orbefore April 1 of the year immediately following the end of the calendar yearto which the Bonus relates.  In theevent of a termination of employment pursuant to Section 6(a), (b), (e), (f) or(g) below, the Company shall pay to the Executive or the Executive’s estate a proratedportion, through the date of termination and assuming the maximum performanceof the goals for the entire calendar year, of the Bonus for the calendar yearin

 

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which such termination occurs. In the event of such termination of employment, the prorated Bonusamount shall be paid no later than three (3) months following suchtermination.  For all purposes hereof,it is understood and agreed that the Executive need not be employed by theCompany at the time that a Bonus amount is to be paid.

 

(c)           Benefits.  In addition to the Salary and Bonus, if any,the Executive shall be entitled to participate in health, insurance, pensionand other benefits provided to other senior executives of the Company on termsno less favorable than those available to such senior executives of theCompany.  The Executive shall also beentitled to the same number of vacation days, holidays, sick days and otherbenefits as are generally allowed to other senior executives the Company.

 

(d)           StockOptions.  At the next regularlyscheduled meeting of the IHI Board of Directors following the CommencementDate, the Company shall grant to Executive options to purchase 50,000 shares ofthe common stock of IHI, par value $0.01 per share (the “Common Stock”) (theoption to purchase any one share of Common Stock hereafter referred to as an“Option”). Each Option shall have an exercise price equal to the fair marketvalue of one share of Common Stock as of its respective date of grant.  The Options shall be un-exercisable untilvested.  The Options shall vest andbecome exercisable at the rate of 25% per year at the end of each full yearafter the grant date, provided Executive is then employed.  The Options shall be granted pursuant to theIHI 1998 Stock Option Plan (the “Option Plan”) and shall be granted pursuant toa separate Stock Option Agreement to be executed on the date of grant.

 

Section 4. Exclusivity.  During the Employment Term, the Executiveshall devote his full time to the Business, shall faithfully serve theBusiness, shall in all respects conform to and comply with the lawful andreasonable directions and instructions given to him by the CEO and Board ofDirectors in accordance with the terms of this Agreement, shall use hisreasonable best efforts to promote and serve the interests of the Business andshall not engage in any other business activity, whether or not such activityshall be engaged in for pecuniary profit, except that the Executive may(i) participate in the activities of professional trade organizationsrelated to the Business and (ii) engage in personal investing activities,provided that activities set forth in these clauses (i) and (ii), either singlyor in the aggregate, do not interfere in any material respect with the servicesto be provided by the Executive hereunder.

 

Section 5. Reimbursement for Expenses.  The Executive is authorized to incurreasonable expenses in the discharge of

 

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the services to be performed hereunder, including expenses for travel,entertainment, lodging and similar items in accordance with the Company’sexpense reimbursement policy for senior executives (which is understood to besubstantially equivalent to the policy in effect for IHI’s senior executives),as the same may be modified by the CEO or the Board of Directors from time totime.  The Company shall reimburse theExecutive for all such proper expenses upon presentation by the Executive ofitemized accounts of such expenditures in accordance with the financial policyof the company, as in effect from time to time.

 

Section 6. Termination.

 

(a)           Death.  This Agreement shall automatically terminateupon the death of the Executive, and upon such event, the Executive’s estateshall be entitled to receive the amounts specified in Section 3(b) above and6(h) below as if termination had occurred Without Cause (as defined below).

 

(b)           Disability.  If the Executive is fully unable to performthe essential duties required of him under this Agreement, with or withoutaccommodation, because of illness, incapacity, or physical or mentaldisability, this Agreement shall remain in full force and effect and theCompany shall pay all compensation required to be paid to the Executivehereunder, unless the Executive is fully unable to perform the duties requiredof him under this Agreement for an aggregate of 180 days (whether or notconsecutive) during any 12-month period during the Employment Term, in whichevent this Agreement (other than Sections 7, 8 and 12 hereof), including, butnot limited to, the Company’s obligations to pay any Salary or othercompensation or to provide any privileges under this Agreement, shall terminateat the end of the 180 days of complete disability.

 

(c)           Cause.  The Company may terminate the Executive’semployment during the Employment Term with “Cause” as that term is definedbelow.  In the event of terminationpursuant to this Section 6(c) with Cause, the Company shall deliver to theExecutive written notice setting forth the basis for such termination, whichnotice shall specifically set forth the nature of the Cause which is the reasonfor such termination.  Termination ofthe Executive’s employment hereunder shall be effective upon delivery of suchnotice of termination.  For purposes ofthis Agreement, “Cause” shall mean:  (i)the Executive’s failure (except where due to a disability contemplated bySection 6(b) hereof), neglect or refusal to perform the essential duties of hisposition hereunder which failure, neglect or refusal shall not have beencorrected by the Executive within 30 days of receipt by the Executive ofwritten notice from the Company of such failure, neglect or refusal, whichnotice shall specifically and in detail set forth the nature of said failure,neglect or refusal; (ii) any willful or intentional act of the Executive thathas the effect of injuring

 

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the reputation or business of the Company or its affiliates in anymaterial respect; (iii) any continued or repeated absence from theCompany, unless such absence is (A) approved or excused by the CEO or Board ofDirectors or (B) is the result of the Executive’s illness, or incapacity (inwhich event the provisions of Section 6(b) hereof shall control); (iv) use ofillegal drugs by the Executive or repeated drunkenness which drunkennessaffects the Executive’s ability to perform his duties hereunder; (v) convictionof the Executive for the commission of a felony; or (vi) the commission by the Executiveof an act of fraud or embezzlement against the Company.

 

(d)           Resignation.  Unless otherwise provided in Section 6(f)below in the case of a termination of employment for Good Reason, the Executiveshall have the right to terminate his employment at any time by giving noticeof his resignation to the Company.

 

(e)           WithoutCause.  The Company may terminatethe Executive’s employment during the Employment Term “Without Cause”, as thatterm is defined below, at any time by giving notice to the Executive.  A termination of the Executive’s employment“Without Cause” shall mean a termination initiated by the Company for anyreason other than Cause or on account of a Disability.  A termination Without Cause shall beeffective immediately upon notice given by the Company to the Executive.

 

(f)            GoodReason.  The Executive shall havethe right to terminate his employment for Good Reason under the followingcircumstances: (i) the failure by the Company to pay to the Executive theSalary and Bonus, if any, in accordance with Sections 3(a) and 3(b) hereof;(ii) the failure of the Company to provide the benefits in accordance withSection 3(c) hereof; (iii) a material diminution in the Executive’sresponsibilities or authority; (iv) a requirement that the Executive relocateoutside of the greater Southwestern Connecticut area; or (v) the failure of anysuccessor to all or substantially all of the business and/or assets of theCompany to assume the Agreement; provided, however, that Good Reason shall notexist upon a termination of employment described in Section 6(b), (c), (d) or(e).  The date of termination of theExecutive’s employment under this Section 6(f) shall be the date the Executivegives the Company written notice of a termination for Good Reason setting forththe basis for such termination.

 

(g)           Changeof Control.  During the 90-dayperiod following a Change of Control, the Executive shall have the right toimmediately resign his employment.  AChange of Control shall be deemed to have occurred:

 

(i)      upon theacquisition by any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the“Exchange

 

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Act”)) (a “Person”), other than Warburg, Pincus Ventures, L.P., eitherdirectly or indirectly through one or more affiliated entities (collectively“Warburg”) or a subsidiary of IHI, of beneficial ownership (within the meaningof Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (x)the then outstanding shares of common stock of the Company (the “OutstandingCompany Common Stock”) or (y) the combined voting power of the then outstandingvoting securities of the Company entitled to vote generally in the election ofdirectors (the “Outstanding Company Voting Securities”); provided, however,that for purposes of this subsection (i), the following acquisitions shall notconstitute a Change of Control: (A) any acquisition by the Company, (B) anyacquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or (C) any acquisition by any corporation pursuant toa transaction which complies with clauses (A), (B), and (C) of subsection (iii)of this Section 6(g); or

 

(ii)     upon theconsummation of a reorganization, merger or consolidation or sale or otherdisposition of all or substantially all of the assets of the Company (a“Business Combination”), in each case, unless, following such BusinessCombination, (A) all or substantially all of the individuals and entities whowere the beneficial owners, respectively, of the Outstanding Company CommonStock and Outstanding Company Voting Securities immediately prior to suchBusiness Combination beneficially own, directly or indirectly, more than 50% of,respectively, the then outstanding shares of common stock and the combinedvoting power of the then outstanding voting securities entitled to votegenerally in the election of directors, as the case may be, of the corporationresulting from such Business Combination (including, without limitation, acorporation which as a result of such transaction owns the Company or all orsubstantially all of the Company’s assets either directly or through one ormore subsidiaries) in substantially the same proportions as their ownership,immediately prior to such Business Combination, of the Outstanding CompanyCommon Stock and Outstanding Company Voting Securities, as the case may be, (B)no Person (excluding (1) Warburg, (2) any corporation resulting from such BusinessCombination (3) any IHI subsidiary, or (4) any employee benefit plan (orrelated trust) of the Company or such corporation resulting from such BusinessCombination) beneficially owns, directly or indirectly, 50% or more of,respectively, the then outstanding shares of common stock of the corporationresulting from such Business Combination or the combined voting power of thethen outstanding voting securities of such corporation except to the extentthat such ownership existed prior to the Business Combination and (C) at leasta majority of the members of the board of directors of the corporationresulting from such Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement, or of the action of the Board,providing for such Business Combination; or

 

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(iv)    upon theapproval by the shareholders of the Company of a complete liquidation ordissolution of the Company.

 

(h)           Payments.

 

(i)            Inthe event that the Executive resigns or the Executive’s employment hereunderterminates for Cause, the Company shall pay to the Executive all amountsaccrued but unpaid hereunder through the date of termination in respect ofSalary, unused vacation or un-reimbursed expenses.

 

(ii)           Inthe event (A) the Executive’s employment hereunder is terminated by the CompanyWithout Cause, (B) the Executive’s employment hereunder is terminated by theExecutive for Good Reason or (C) the Executive resigns within 90 days followinga Change of Control pursuant to Section 6(g) hereof, in addition to the amountsspecified in (i) above, the Executive shall continue to receive the Salary(less any applicable withholding or similar taxes) at the rate in effecthereunder on the date of such termination periodically, in accordance with theCompany’s prevailing payroll practices, for twelve (12) months from theeffective date of the termination of employment (the “Severance Term”) and theExecutive (and/or his covered dependents) shall continue to receive any healthor insurance benefits provided to him as of the date of such termination inaccordance with Section 3(c) hereof during the Severance Term.

 

(iii)          Inthe event that the Company fails to renew the Employment Term by providing tothe Executive a notice non-renewal pursuant to Section 2 herein, in addition tothe amounts specified in (i) above, the Executive shall continue to receive theSalary (less any applicable withholding or similar taxes) at the rate in effecthereunder on the date of the expiration of the Employment Term periodically, inaccordance with the Company’s prevailing payroll practices, for a period offour (4) months from the expiration date of the Employment Term (the“Non-renewal Term”) and the Executive (and/or his covered dependents) shallcontinue to receive any health or insurance benefits provided to him as of thedate of such termination in accordance with Section 3(c) hereof during theNon-renewal Term.

 

(iv)          Amountsowed by the Company in respect of the Salary or reimbursement for expensesunder the provisions of Section 5 hereof shall, except as otherwise set forthin this Section 6(h), be paid promptly upon any termination.  Upon any termination of this Agreement, allof the rights, privileges and duties of the Executive hereunder shall cease,except for his rights under this Section 6(h) and his obligations underSections 7, 8 and 12 hereunder.

 

(v)           Ifthe Executive secures employment, any consulting or other similar arrangementduring the period that any payment is continuing to the Executive pursuant tothe 

 

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provisions of this Section 6(h), then the Company shall not have theright to reduce the amounts to be paid hereunder by the amount of theExecutive’s earnings from such other employment, consulting or otherarrangement.

 

Section 7. Non-Disclosure, Non-Interferenceand Inventions.

 

(a)           NoCompeting Employment.  The Executiveacknowledges that the agreements and covenants contained in this Section 7 areessential to protect the value of the Business and by his current employmentwith the Company and its affiliates, the Executive has obtained and will obtainsuch knowledge, contacts, know-how, training and experience and there is asubstantial probability that such knowledge, know-how, contacts, training andexperience could be used to the substantial advantage of a competitor of theBusiness or its subsidiaries and to the substantial detriment of the Businessand IHI.  Therefore, the Executiveagrees that for the period commencing on the date of this Agreement and endingon the first anniversary of the termination of the Executive’s employmenthereunder (such period is hereinafter referred to as the “Restricted Period”),the Executive shall not engage, directly or indirectly, for himself or onbehalf of any person or entity, in any business activities which directlycompete with the intellectual property information business or intellectualproperty asset management services of the Business or any of its subsidiaries orwhich directly compete with any other product line of the Business or anysubsidiary or affiliate that the Executive becomes directly responsible for inthe course of his employment hereunder; provided, however, that the foregoingshall not preclude the Executive from owning less than 1% of the shares of apublic company; and provided, further, that the foregoing restrictions do notencompass working for those who license their own intellectual property.

 

(b)           Nondisclosureof Confidential Information.  TheExecutive, except in connection with his employment hereunder, shall notdisclose to any person or entity or use, either during the Employment Term orat any time thereafter, any proprietary information not in the public domain orgenerally known in the industry, in any form, acquired by the Executive whileemployed by the Company or any predecessor to the Company’s business or, ifacquired following the Employment Term, such information which, to theExecutive’s knowledge, has been acquired, directly or indirectly, from anyperson or entity owing a duty of confidentiality to the Company or any of itssubsidiaries or affiliates, relating to the Company, its subsidiaries oraffiliates.  The Executive agrees andacknowledges that all of such information, in any form, and copies and extractsthereof, are and shall remain the sole and exclusive property of the Business,and upon termination of his employment with the Company, the Executive shallreturn to the Company the originals and all copies of any such informationprovided to or acquired by

 

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the Executive in connection with the performance of his duties for theCompany, and shall return to the Company all files, correspondence and/or othercommunications received, maintained and/or originated by the Executive duringthe course of his employment.

 

(c)           NoInterference.  During the RestrictedPeriod, the Executive shall not, whether for his own account or for the accountof any other individual, partnership, firm, corporation or other businessorganization (other than the Business), directly or indirectly solicit,endeavor to entice away from the Business or its subsidiaries, or otherwisedirectly interfere with the relationship of the Business or its subsidiarieswith, any person who, to the knowledge of the Executive, is employed by orotherwise engaged to perform services for the Business or its subsidiaries(including, but not limited to, any independent sales representatives ororganizations) or who is, or was within the then most recent twelve-monthperiod, a customer or client of the Business, its predecessors or any of itssubsidiaries.  The placement of anygeneral classified or “help wanted” advertisements and/or general solicitationsto the public at large shall not constitute a violation of this Section 7(c)unless the Executive’s name is contained in such advertisements orsolicitations.

 

(d)           Inventions,etc.  The Executive hereby sells,transfers and assigns to the Company or to any person or entity designated bythe Company all of the entire right, title and interest of the Executive in andto all inventions, ideas, disclosures and improvements, whether patented orunpatented, and copyrightable material, made or conceived by the Executive,solely or jointly, during his employment by the Company which relate tomethods, apparatus, designs, products, processes or devices, sold, leased, usedor under consideration or development by the Business or any of itssubsidiaries, or which otherwise relate to or pertain to the business,functions or operations of the Business or any of its subsidiaries or whicharise from the efforts of the Executive during the course of his employment forthe Company.  The Executive shallcommunicate promptly and disclose to the Company, in such form as the Companyrequests, all information, details and data pertaining to the aforementionedinventions, ideas, disclosures and improvements; and the Executive shallexecute and deliver to the Company such formal transfers and assignments andsuch other papers and documents as may be necessary or required of theExecutive to permit the Company or any person or entity designated by theCompany to file and prosecute the patent applications and, as to copyrightablematerial, to obtain copyright thereof. Any invention relating to the Business or any of its subsidiaries whichis discovered, designed, implemented or developed by the Executive within oneyear following the termination of his employment with the Company shall bedeemed to fall within the

 

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provisions of this paragraph unless proved to have been first conceivedand made following such termination.

 

Section 8. Injunctive Relief.  Without intending to limit the remediesavailable to the Company, the Executive acknowledges that a breach of any ofthe covenants contained in Section 7 hereof may result in material irreparableinjury to the Company or its subsidiaries or affiliates for which there is noadequate remedy at law, that it will not be possible to measure damages forsuch injuries precisely and that, in the event of such a breach or threatthereof, the Company shall be entitled to obtain a temporary restraining orderand/or a preliminary or permanent injunction, without the necessity of provingirreparable harm or injury as a result of such breach or threatened breach ofSection 7 hereof, restraining the Executive from engaging in activitiesprohibited by Section 7 hereof or such other relief as may be requiredspecifically to enforce any of the covenants in Section 7 hereof.

 

Section  9. Representations and Warranties ofthe Executive.  The Executiverepresents and warrants to the Company as follows:

 

(a)  ThisAgreement, upon execution and delivery by the Executive, will be duly executedand delivered by the Executive and (assuming due execution and delivery hereofby the Company) will be the valid and binding obligation of the Executiveenforceable against the Executive in accordance with its terms.

 

(b)  Neitherthe execution and delivery of this Agreement nor the performance of thisAgreement in accordance with its terms and conditions by the Executive (i)requires the approval or consent of any governmental body or of any otherperson or (ii) conflicts with or results in any breach or violation of, orconstitutes (or with notice or lapse of time or both would constitute) adefault under, any agreement, instrument, judgment, decree, order, statute,rule, permit or governmental regulation applicable to the Executive.  Without limiting the generality of theforegoing, other than the provisions contained herein the Executive is not aparty to any non-competition, non-solicitation, no hire or similar agreementthat restricts in any way the Executive’s ability to engage in any business orto solicit or hire the employees of any person.

 

The representations and warranties of the Executivecontained in this Section 9 shall survive the execution, delivery andperformance of this Agreement.

 

Section 10. Successors and Assigns; No Third-PartyBeneficiaries.  This Agreement shallinure to the benefit of, and be binding upon, the successors and assigns ofeach of the parties, including, but not limited to, the Executive’s heirs andthe personal representatives of the Executive’s estate; provided,

 

 

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however, that neither party shall assign or delegate any ofthe obligations created under this Agreement without the prior written consentof the other party.  Notwithstanding theforegoing, the Company shall have the unrestricted right to assign thisAgreement (subject to the Executive’s rights hereunder) and to delegate all orany part of its obligations hereunder to any of its subsidiaries or affiliates,but in such event such assignee shall expressly assume all obligations of theCompany hereunder and the Company shall remain fully liable for the performanceof all of such obligations in the manner prescribed in this Agreement.  Nothing in this Agreement shall confer uponany person or entity not a party to this Agreement, or the legalrepresentatives of such person or entity, any rights or remedies of any natureor kind whatsoever under or by reason of this Agreement.

 

Section 11. Waiver and Amendments.  Any waiver, alteration, amendment or modificationof any of the terms of this Agreement shall be valid only if made in writingand signed by the parties hereto; provided, however, that anysuch waiver, alteration, amendment or modification is consented to on theCompany’s behalf by the CEO or Board of Directors.  No waiver by either of the parties hereto of their rightshereunder shall be deemed to constitute a waiver with respect to any subsequentoccurrences or transactions hereunder unless such waiver specifically statesthat it is to be construed as a continuing waiver.

 

Section 12. Validity, Enforceability andGoverning Law.  The Executiveacknowledges and agrees that the covenants set forth in Section 7 hereof arereasonable and valid in geographical and temporal scope and in all other respects.  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision or provisions of this Agreement, whichshall remain in full force and effect. If any provision of this Agreement is held to be invalid, void orunenforceable in any jurisdiction, any court or arbitrator so holding shallsubstitute a valid, enforceable provision that preserves, to the maximum lawfulextent, the terms and intent of such provisions of this Agreement.  If any of the provisions of, or covenantscontained in, this Agreement are hereafter construed to be invalid orunenforceable in any jurisdiction, the same shall not affect the remainder ofthe provisions or the enforceability thereof in any other jurisdiction, whichshall be given full effect, without regard to the invalidity orunenforceability in such other jurisdiction. Any such holding shall affect such provision of this Agreement, solelyas to that jurisdiction, without rendering that or any other provisions of thisAgreement invalid, illegal, or unenforceable in any other jurisdiction.  If any covenant should be deemed invalid,illegal or unenforceable because its scope, either geographical or temporal, isconsidered excessive, such covenant will be modified so that the scope of thecovenant

 

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is reduced only to the minimum extent necessary to render the modifiedcovenant valid, legal and enforceable.

 

**THISAGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELYWITHIN SUCH STATE.**

 

Section 13. Notices.

 

(a)           Allcommunications under this Agreement shall be in writing and shall be deliveredby hand or mailed by overnight courier or by registered or certified mail,postage prepaid:

 

(i)            ifto the Executive, to the last known address of the Executive as contained onthe books of the Company, or

 

(ii)           ifto the Company, to Information Holdings, Inc., 2777 Summer Street, Stamford,CT, 06905, marked for the attention of the President, or at such other addressas it may have furnished in writing to the Executive.

 

(b)           Anynotice so addressed shall be deemed to be given:  if delivered by hand, on the date of such delivery; if mailed bycourier, on the first business day following the date of such mailing; and ifmailed by registered or certified mail, on the third business day after thedate of such mailing.

 

Section 14. Section Headings.  The headings of the sections and subsectionsof this Agreement are inserted for convenience only and shall not be deemed toconstitute a part thereof, affect the meaning or interpretation of thisAgreement or of any term or provision hereof.

 

Section 15. Entire Agreement.  This Agreement constitutes the entireunderstanding and agreement of the parties hereto regarding the employment ofthe Executive.  This Agreementsupersedes all prior negotiations, discussions, correspondence, communications,understandings and agreements between the parties relating to the subjectmatter of this Agreement.

 

Section 16. Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original and all of whichtogether shall be considered one and the same agreement.

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the date first above written.

 
|   | MicroPatent LLC |
|--------|-----------------|
|   |            |
|   | By:             |  /s/ Vincent  Chippari |   |
|   |            | Vincent Chippari |
|   |            | Executive V.P. & CFO |
|   |            | Information Ventures LLC |
|   |            | Sole Member |
|   |            |   |
|   | By:             |  /s/ Daniel  Videtto |   |
|   |            | Daniel Videtto |

 

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