**Exhibit 10.7**
**EMPLOYMENT AGREEMENT**
      This Employment Agreement (this “**Agreement**”) is entered into as of June1, 2001 between Sequoia Software Corporation, a Maryland corporation (the"**Company**”), and Paul Martin (the “**Employee**”).
      IN CONSIDERATION OF the mutual covenants and agreements hereinafter setforth, the parties hereto hereby agree as follows:
**1. Employment.**
      The Company hereby employs the Employee, and the Employee hereby acceptsemployment with the Company, upon the terms and conditions hereinafter setforth.
**2. Term.**
      Unless Employee’s employment hereunder is terminated earlier pursuant toSection 5 of this Agreement, Employee’s employment hereunder shall begin on thedate hereof and shall expire two (2) years from the date hereof, provided thatupon the expiration of the first two (2) years of such employment, theEmployee’s employment hereunder shall continue for additional consecutiveextension terms of one (1) year each until either party gives notice oftermination to the other at least one hundred eighty (180) days prior to end ofthe then current term. The term of employment described in the immediatelypreceding sentence, including any extensions but without giving effect to anyearlier termination provided for under Section 5 of this Agreement, ishereinafter described as the “Contract Term.” The period of time during whichthe Employee actually is employed hereunder, giving effect to any terminationof employment under Section 5 of this Agreement, is hereinafter described asthe “Term.”
**3. Duties and Responsibilities.**
      3.1 During the Term, the Employee shall devote his full attention andexpend his best efforts, energies, and skills, on a full-time basis, to thebusiness of the Company and any corporation, partnership or other entitycontrolled by the Company (each, a “Subsidiary”). For purposes of thisAgreement, the term the “Company” shall mean the Company and all Subsidiaries.
      3.2 During the Term, the Employee shall serve as the Chief TechnologyOfficer of the Company. In the performance of all of his responsibilities asthe Chief Technology Officer hereunder, the Employee shall be subject to all ofthe Company’s policies, rules and regulations applicable to its employees ofcomparable status, shall report directly to, and be subject to the directionand control of, the President of the Company, and shall perform such duties asshall reasonably be assigned to him by the President and are consistent withthose duties assigned employees of comparable status. In performing suchduties, the Employee will be subject to and abide by, and will cause employeesof the
 

Company to be subject to and abide by, all policies and proceduresdeveloped by senior management of the Company.
      3.3 In order to induce the Company to enter into this Agreement, theEmployee represents and warrants to the Company that (a) the Employee is not aparty or subject to any employment agreement or arrangement with any otherperson, firm, company, corporation or other business entity, and (b) theEmployee is subject to no restraint, limitation or restriction by virtue of anylaw, any contract or otherwise which would impair the Employee’s right orability (i) to enter the employ of the Company, or (ii) to perform fully hisduties and obligations pursuant to this Agreement.
**4. Compensation and Benefits.**
      4.1 For all services rendered by the Employee under this Agreement, theCompany shall pay or cause to be paid to the Employee, and the Employee shallaccept, the Base Salary (as such term is hereinafter defined in this Article 4)and participation in the Sequoia Software Corporation 2000 Stock IncentivePlan, all in accordance with and subject to the terms of this Agreement. Theterm “Compensation” shall mean the Base Salary and participation in the SequoiaSoftware Corporation 2000 Stock Incentive Plan.
      4.2 During the Term, the Company shall pay the Employee a “Base Salary” atan annual rate of One Hundred Thirty Thousand Dollars ($130,000), payable ininstallments in accordance with the Company’s regular payroll practices andsubject to all withholding required by law. The Board of Directors of theCompany (the “Board of Directors”), or the Compensation Committee thereof,shall review the Base Salary of the Employee at least annually and may grantincreases thereto in its sole discretion.
      4.3 During the Employee’s employment under this Agreement, the Employeeshall be eligible to participate in the Sequoia Software Corporation 2000 StockIncentive Plan, and other stock plans as may be maintained by the Company fromtime to time, in whole or in part. The Employee’s awards under such stock plansshall be determined by the Company, the Board of Directors or such person oradministrative body as provided under such plans.
      4.4 During the Term, the Employee shall be entitled to (i) participationin such employee retirement, and welfare benefit plans, programs, policies andarrangements as maintained by the Company from time to time, in whole or inpart, for employees of his level; subject to, and to the extent that, theEmployee is eligible under such benefit plans in accordance with theirrespective terms (ii) paid vacation, holidays, leave of absence, leave forillness, funeral leave and temporary disability leave in accordance with thepolicies of the Company; and (iii) perquisites as from time to time provided bythe Company to employees of his level.
      4.5 During the Term, the Employee is authorized to incur reasonableexpenses in the performance of his duties hereunder. The Company shallreimburse the Employee for all such expenses upon the presentation by theEmployee, not less frequently than monthly, of signed, itemized accounts ofsuch expenditures and vouchers, all in accordance with the Company’s proceduresand policies as adopted and in effect from time to time and applicable to itsemployees of comparable status.
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**5. Termination.**
      5.1 The Company may terminate the Employee’s employment under thisAgreement at any time for Cause. “Cause” shall exist for such termination ifEmployee (i) is adjudicated guilty of a felony by a court of competentjurisdiction, (ii) commits any act of fraud or intentional misrepresentation,(iii) has materially breached any covenant set forth in this Agreement orwillfully violated any direction of the Board of Directors, which breach orwillful violation the Employee has not cured within thirty (30) days followingnotice by the Board of Directors to the Employee of the breach or willfulviolation, or (iv) has made any material misrepresentation to the Company underSection 3.3 hereof.
      5.2 The Company may terminate the Employee’s employment under thisAgreement at any time without Cause. If the Company breaches any term of thisAgreement and fails to cure such breach within thirty (30) days of notice ofsuch breach from the Employee, and if Employee terminates his employment withthe Company within thirty (30) days after the period for the cure of the breachby the Company expires, the Company shall be deemed to have terminated theEmployee’s employment hereunder without Cause.
      5.3 The Employee may voluntarily terminate his employment under thisAgreement at any time. For the purposes of this Agreement, if the Employeeterminates his employment under this Agreement pursuant to the second sentenceof Section 5.2 above, he shall not be deemed to have terminated such employmentunder this Section 5.3.
      5.4 The election of the Company to give notice in accordance with Section2 above that the Employee’s employment hereunder will not be extended for anadditional one (1) year term shall not constitute a termination of theEmployee’s employment hereunder by the Company without Cause for the purposesof Section 5.2 above.
**6. Severance Payments.**
      If the Employee’s employment under this Agreement is terminated during theTerm of the Agreement by the Company without Cause, the Employee shall beentitled to continuation in payment of his Base Salary, at the rate in effectimmediately before the date of termination, for a period equal to the greaterof (a) the period from the day after his last day of employment hereunderthrough the last day of the Term of this Agreement, or (b) one (1) year,provided that the Employee (i) honors the restrictive covenants as provided inSection 7 of this Agreement and (ii) executes a release of all claims arisingfrom his employment by the Company, in such form as may then be used by theCompany respecting termination of employees.
**7. Restrictive Covenants.**
      The Employee shall execute and be bound by the Employee Invention,Assignment and Confidentiality Agreement, which is attached hereto as ExhibitA. The Employee agrees that the Employee Invention, Assignment andConfidentiality Agreement constitutes a separate agreement independentlysupported by good and adequate consideration and, notwithstanding anything inthis
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Agreement to the contrary, shall be severable from the other provisionsof, and shall survive, this Agreement.
**8. Miscellaneous.**
      8.1 This Agreement is a personal contract, and the rights and interests ofthe Employee hereunder may not be sold, transferred, assigned, pledged orhypothecated except as otherwise expressly permitted by the provisions of thisAgreement. The Employee shall not under any circumstances have any option orright to require payment hereunder otherwise than in accordance with the termshereof. Except as otherwise expressly provided herein, the Employee shall nothave any power of anticipation, alienation or assignment of paymentscontemplated hereunder, and all rights and benefits of the Employee shall befor the sole personal benefit of the Employee, and no other person shallacquire any right, title or interest hereunder by reason of any sale,assignment, transfer claim or judgment or bankruptcy proceedings against theEmployee; provided, however, that in the event of the Employee’s death, theEmployee’s estate, legal representatives or heirs, as appropriate, shallsucceed to and acquire all rights and benefits that accrued to the Employeepursuant to, and in accordance with, the terms of this Agreement.
      8.2 The Company shall have the right to assign this Agreement to anysuccessor to substantially all of its business or assets, and any suchsuccessor shall be bound by all of the provisions hereof.
      8.3 Any notice required or permitted by or in connection with thisAgreement shall be in writing and shall be made by hand delivery, by FederalExpress, or other similar overnight delivery service, or by certified mail,unrestricted delivery, return receipt requested, postage prepaid, addressed tothe addressee at the appropriate address set forth below or to such otheraddress as may be hereafter specified by written notice by the addressee to theother party to this Agreement. Notice shall be considered given as of the dateof the hand delivery, one (1) calendar day after delivery to Federal Express orsimilar overnight delivery service, or three (3) calendar days after the dateof mailing, independent of the date of actual delivery or whether delivery isever in fact made.
If to the Company: Sequoia Software Corporation 8890 McGaw Road, Columbia,Maryland 21045 Attention: Board of Directors
If to the Employee: Paul Martin c/o Sequoia Software Corporation 8890 McGawRoad, Columbia, Maryland 21045
      8.4 This Agreement may not be changed, amended, terminated or supersededorally, but only by an agreement in writing, nor may any of the provisionshereof be waived orally, but only by an instrument in writing, in any such casesigned by the party against whom enforcement of any change, amendment,termination, waiver, modification, extension or discharge is sought.
      8.5 Except as otherwise provided herein, this Agreement shall be governedby and construed and enforced in accordance with the laws of the State ofMaryland, without giving any effect to the principles of conflicts of laws.
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      8.6 All descriptive headings and captions of the several sections of thisAgreement are inserted for convenience only and do not constitute a part ofthis Agreement.
      8.7 If any provision of this Agreement, or part thereof, is held to beunenforceable, the remainder of this Agreement and provision, as the case maybe, shall nevertheless remain in full force and effect.
      8.8 Each of the parties hereto shall, at any time and from time to timehereafter, upon the reasonable request of the other, take such further actionsand execute, acknowledge and deliver all such instruments of further assuranceas necessary to carry out the provisions of this Agreement.
      8.9 This Agreement contains the entire agreement and understanding betweenthe Company and the Employee with respect to the subject matter hereof andsupersedes all prior understandings and agreements, including any prioremployment contract or agreement, whether oral or written, between the partieshereto with respect to the specific subject matter hereof. No representationsor warranties of any kind or nature relating to the Company or its affiliatesor their respective businesses, assets, liabilities, operations, future plansor prospects have been made by or on behalf of the Company to the Employee; norhave any representations or warranties of any kind or nature been made by theEmployee to the Company, except as expressly set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of thedate hereinabove written.
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**EXHIBIT A**
**EMPLOYEE INVENTION, ASSIGNMENT AND CONFIDENTIALITY AGREEMENT**
      In consideration, and as a condition of my employment with SequoiaSoftware Corporation, a Maryland corporation (the “Company”), I herebyrepresent to, and agree with the Company as follows:
**1. Purpose of Agreement.**
      I understand that the Company is or will be engaged in a continuousprogram of research, development, production and marketing in connection withits business and that it is critical for the Company to preserve and protectits “Confidential Information” (as defined in Section 6 below), its rights in“Inventions” (as defined in Section 2 below) and in all related intellectualproperty rights. Accordingly, I am entering into this Employee InventionAssignment and Confidentiality Agreement (the “Agreement”) as a condition of myemployment with the Company, whether or not I am expected to create inventionsof value for the Company.
**2. Disclosure of Inventions.**
      I will promptly disclose in confidence to the Company all inventions,improvements, designs, original works of authorship, formulas, processes,compositions of matter, computer software programs, Internet products andservices, e-commerce products and services, e-entertainment products andservices, databases, mask works and trade secrets (the “Inventions”) that Imake or conceive or first reduce to practice or create, either alone or jointlywith others, during the period of my employment, whether or not in the courseof my employment, and whether or not such Inventions are patentable,copyrightable or protectible as trade secrets.
**3. Work for Hire; Assignment of Inventions.**
      I acknowledge and agree that any copyrightable works prepared by me withinthe scope of my employment are “works for hire” under the Copyright Act andthat the Company will be considered the author and owner of such copyrightableworks. I agree that all Inventions that (i) are developed using equipment,supplies, facilities or trade secrets of the Company, (ii) result from workperformed by me for the Company, or (iii) relate to the Company’s business orcurrent or anticipated research and development, will be the sole and exclusiveproperty of the Company and are hereby irrevocably assigned by me to theCompany from the moment of their creation and fixation in tangible media.
**4. Assignment of Other Rights.**
      In addition to the foregoing assignment of Inventions to the Company, Ihereby irrevocably transfer and assign to the Company: (i) all worldwidepatents, patent applications, copyrights, mask works, trade secrets and otherintellectual property rights in any Invention; and (ii) any and all “MoralRights” (as defined below) that I may have in or with respect to any
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Invention. I also hereby forever waive and agree never to assert any andall Moral Rights I may have in or with respect to any Invention, even aftertermination of my work on behalf of the Company. “Moral Rights” mean any rightsto claim authorship of an Invention, to object to or prevent the modificationof any Invention, or to withdraw from circulation or control the publication ordistribution of any Invention, and any similar right, existing under judicialor statutory law of any country in the world, or under any treaty, regardlessof whether or not such right is denominated or generally referred to as a“moral right.”
**5. Assistance.**
      I agree to assist the Company in every proper way to obtain for theCompany and enforce patents, copyrights, mask work rights, trade secret rightsand other legal protections for the Company’s Inventions in any and allcountries. I will execute any documents that the Company may reasonably requestfor use in obtaining or enforcing such patents, copyrights, mask work rights,trade secrets and other legal protections. My obligations under this sectionwill continue beyond the termination of my employment with the Company,provided that the Company will compensate me at a reasonable rate after suchtermination for time or expenses actually spent by me at the Company’s requeston such assistance. I appoint the Secretary of the Company as myattorney-in-fact to execute documents on my behalf for this purpose.
**6. Confidentiality Obligations.**
      6.1 **Acknowledgement**. I understand that my employment by the Companycreates a relationship of confidence and trust with respect to any informationof a confidential or secret nature that may be disclosed to me by the Companythat relates to the business of the Company or to any parent, subsidiary,affiliate, customer, consultant or supplier of the Company or any other partywith whom the Company or any other party with whom the Company agrees to holdsuch information (including any and all copies thereof) of such party inconfidence (the “Confidential Information”). Such Confidential Information isdefined more specifically in Section 6.3 below.
      6.2 **Obligations**. I agree to take the following steps to preserve theconfidential and proprietary nature of Confidential Information:
            (a) **Non-Disclosure**. At all times both during and after my employment withCompany, I will not use, disclose or transfer any of the ConfidentialInformation other than as authorized by Company, except as may be necessary toperform my duties as an employee of the Company for the benefit of the Company.I understand that I am not allowed to sell, license or otherwise exploit anyproducts (including software or content in any form) which embody or otherwiseexploit in whole or in part any Confidential Information.
            (b) **Disclosure Prevention**. I will take all reasonable precautions toprevent the inadvertent or accidental exposure of Confidential Information.
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            (c) **Removal**. I will not remove any Confidential Information from Company’spremises or make copies of such materials except for use in Company’s business.
            (d) **Return**. I will return promptly to Company all Confidential Informationand copies thereof at any time upon the request of Company, in any event andwithout such request, prior to the termination of my employment by Company. Iagree not to retain any tangible or intangible copies of any ConfidentialInformation after my termination of employment for any reason. Upon terminationof my employment, I will not take with me any documents or materials or copiesthereof containing any Confidential Information.
      6.3 **Confidential Information**. The following materials and information(including any and all copies thereof), whether having existed, now existing,or to be developed or created during the term of my employment by Company(herein referred to collectively as the “Confidential Information”) whethertangible or intangible, and whether or how stored, compiled or memorializedphysically, electronically, graphically, photographically or in writing, arecovered by this Agreement and acknowledged by me to be valuable, special andunique assets of Company the disclosure of which, may be materially damaging.
            (a) **Software**. All information relating to existing software products andsoftware in various stages of research and development which are not generallyknown to the public or within the Internet industry or trade in which Companycompetes (such as know-how, Inventions, design specifications, algorithms,technical formulas, engineering data, benchmark test results, search engines,Internet and e-commerce tools, methodologies, procedures, techniques, andinformation processing processes) and the physical embodiments of suchinformation (such as drawings, specification sheets, design notes, source code,object code, HTML code, XML code, scripts, applets, load modules, schematics,flow charts, logic diagrams, procedural diagrams, coding sheets, work sheets,documentation, annotations, printouts, studies, manuals, proposals and anyother written or machine-readable manuals, proposals and any other written ormachine readable expressions of such information as are fixed in any tangiblemedia).
            (b) **Other Products and Services**. All information relating to consulting,Inventions, entertainment content, research and development and otherproprietary products or services, whether existing or in various stages ofresearch and development, which are not generally known to the public or withinthe Internet industry or trade in which Company competes (such as know-how,content, specifications, technical data, engineering data, processes,techniques, methodologies, and strategies) and the physical embodiments of suchinformation (such as drawings, schematics, data files, video, text, pictures,sound, graphics, specification sheets, instructor manuals, course materials,training aids, video cassettes, transparencies, slides, taped recordings ofpresentations, proposals, printouts, studies, contracts, maintenance manuals,documentation, and any other written or machine-readable expressions of suchinformation as are fixed in any tangible media).
            (c) **Business Procedures**. All information concerning or relating to the wayCompany conducts its business which is not generally known to the public orwithin the Internet industry (such as internal business procedures, controls,internal telephone numbers, plans,
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licensing techniques and practices, supplier, subcontractor, consultant,and prime contractor names and contracts and other vendor information, computersystem passwords and other computer security controls, financial information,distributor information, and employee data) and the physical embodiments ofsuch information (such as check lists, samples, services and operationalmanuals, contracts, proposals, print-outs, correspondence, forms, listings,ledgers, financial statements, financial reports, financial and operationalanalyses, financial and operational studies, management reports of every kind,databases, personnel records pertaining to employees other than myself, and anyother written or machine-readable expressions of such information as are fixedin any tangible media).
            (d) **Marketing Plans and Customer Lists**. All information pertaining toCompany’s marketing plans and strategies; forecasts and projections; marketingpractices, procedures and policies; financial data; discounts; margins; costs;credit terms; pricing practices, procedures and policies; domain names; goalsand objectives; quoting practices, procedures and policies; and customer dataincluding customer lists, contracts, representatives, requirements and needs,specifications, data provided by or about prospective existing or pastcustomers and contract terms applicable to such customers and Web site visitordata, and the physical embodiments of such information (such as licenseagreements, customer lists, print-outs, databases, marketing plans, marketingreports, strategic business plans, marketing analyses and management reports,seminar and class attendee rosters, trade show or exhibit attendee listings,listings of potential customers and leads, and any other written ormachine-readable expressions of such information as are fixed in any tangiblemedia).
            (e) **Not Generally Known**. Any information in addition to the foregoingwhich is not generally known to the public or within the Internet or softwareindustry or trade in which Company competes, and the physical embodiments ofsuch information in any tangible form, whether written or machine-readable innature.
      6.4 **General Knowledge**. The general skills, knowledge and experience gainedduring my employment with Company, and information publicly available orgenerally known within the industry or trade in which Company competes, is notconsidered Confidential Information. Also, upon termination of my employmentwith Company, I shall not, subject to the provisions of Section 7 below, berestricted from working with a person or entity which has independentlydeveloped information or materials similar to Confidential Information as longas I comply with my continuing obligations under this Agreement.
      6.5 **Information Disclosed Remains Property of Company**. I agree andacknowledge that all ideas, concepts, information, and written materialdisclosed to me by Company, or acquired from a customer or prospective customerof Company are and shall remain the sole and exclusive property andConfidential Information of Company or such customers, and are disclosed inconfidence by Company or permitted to be acquired from such customers inreliance on my agreement to maintain them in confidence and not to use ordisclose them to any other person except in furtherance of Company’s businessand for Company’s benefit.
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**7. Non-Competition Covenant.**
      7.1 **Competitor Defined**. The term “Competitor” shall refer to any person,firm, corporation, partnership or other business entity engaged in or about tobecome engaged in the production, licensing, sale or marketing of any productor service or planned business of Company:
            (a) which is similar to or directly competitive with Company’s proprietaryInternet, e-commerce or software, research and development or development ofany product or service of Company with which I have been directly concernedthrough my work for Company during the preceding two (2) years; or
            (b) with respect to which I have acquired Confidential Information.
      7.2 **Restrictive Covenant**. As a material inducement to Company to enterinto this Agreement, I covenant and agree that without the Company’s priorwritten consent, during my employment with Company and for a period of one (1)year following the termination of my employment, whether such termination bewith or without cause, I shall not enter the employ of any Competitor, norengage during such period, directly or indirectly, voluntarily orinvoluntarily, as principal, agent, officer, employee or otherwise, anywhere inthe United States, in any actions to solicit, divert or take away any customeror supplier of Company, or provide services to, or assist in any manner anyCompetitor, or otherwise compete with Company in the sale or licensing, of anyproducts or services competitive with the game, Internet, e-commerce ore-entertainment products or services developed or marketed by Company in theUnited States. Notwithstanding the foregoing, I shall retain the right toinvest in or have an interest in entities traded on any public market oroffered by any national brokerage house, provided that said interest does notexceed one percent (1%) of the voting control of said entity. In addition, Imay make passive investments in privately held entities that are determined bythe Board of Directors of the Company not to be competitors of the Company.
      7.3 **Employee’s Acknowledgements and Agreements**. I acknowledge that thecovenant in Section 7.2 has a unique, very substantial and immeasurable valueto Company. I acknowledge and agree that the Internet, e-commerce and softwareproducts and services developed by Company are or are intended to be marketedand licensed to customers worldwide. I further acknowledge and agree to thereasonableness of this covenant not to compete and the reasonableness of thegeographic area and duration of time which are a part of said covenant. I alsoacknowledge and agree that this covenant will not impair me from becominggainfully employed, or otherwise earning a livelihood following termination ofemployment with Company.
**8. Non-Solicitation.**
      I agree that any attempt on my part to induce others to leave Company’semploy, or any effort by me to interfere with Company’s relationship with itsother employees would be harmful and damaging to Company. I agree that duringemployment and for a period of two (2) years
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 thereafter, I will not in any way, directly or indirectly (i) induce orattempt to induce any employee of Company to quit employment with Company; (ii)otherwise interfere with or disrupt Company’s relationship with its employees;(iii) solicit, entice, or hire away any employee of Company; or (iv) hire orengage any employee of Company or any former employee of Company whoseemployment with Company ceased less than one (1) year before the date of suchhiring or engagement.
**9. Project Completion.**
      I agree to give Company at least thirty (30) days prior written notice oftermination to minimize any adverse effect on Company for any project in whichI might be involved on behalf of Company. I agree to use my best efforts priorto termination to complete any project then assigned to me to the reasonablesatisfaction of the Company, and to be available thereafter as reasonablyrequired to assist with a transition and to answer questions explaining thework done by me prior to termination.
**10. Notification.**
      I hereby authorize the Company to notify my actual or future employers ofthe terms of this Agreement and my responsibilities hereunder.
**11. Name and Likeness Rights.**
      I hereby authorize the Company to use, reuse, and to grant others theright to use and reuse my name, photograph, likeness (including caricature),voice, and biographical information, and any reproduction or simulationthereof, in any media now known or hereafter developed (including, but notlimited to, film, video and digital or other electronic media), both during andafter my employment, for whatever purposes the Company deems necessary.
**12. Injunctive Relief.**
      I agree that damages in the event of any breach or threatened breach ofthis Agreement by me would be difficult to ascertain and that the Company maysuffer irreparable harm. I therefore agree that, notwithstanding anything inthis Agreement to the contrary, the Company, in addition to and withoutlimiting any other remedy or right it may have, shall have the right to aninjunction or other equitable relief in any court of competent jurisdictionenjoining any such breach. I hereby waive any and all defenses I may have onthe ground of lack of jurisdiction or competence of the court to grant such aninjunction or other equitable relief. The existence of this right shall notpreclude any other rights and remedies at law or in equity which the Companymay have.
**13. Assignment.**
      My rights, interest and benefits hereunder shall not be assigned,transferred, pledged, or hypothecated in any way by me. The rights andobligations of the Company under this
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 Agreement shall inure to the benefit of and be binding upon the successorsof Company. If Company shall at any time be merged or consolidated with or intoanother corporation, or if substantially all the assets of Company aretransferred to another corporation, the provisions of this Agreement shall bebinding on and shall inure to the benefit of the corporation resulting fromsuch merger or consolidation or to which such assets shall be transferred.
**14. Governing Law; Severability.**
      This Agreement will be governed and interpreted in accordance with theinternal laws of the State of Maryland, without regard to or application ofchoice-of-law rules or principles. In the event that any provision of thisAgreement is found by a court, arbitrator or other tribunal to be illegal,invalid or unenforceable, then such provision shall not be voided, but shall beenforced to the maximum extent permissible under applicable law, and theremainder of this Agreement shall remain in full force and effect.
**15. Forum Selection.**
      The parties agree that any legal proceeding, commenced by one partyagainst the other, shall be brought in any state or Federal court having properjurisdiction, within the State of Maryland. Both parties submit to suchjurisdiction, and waive any objection to venue and/or claim of inconvenientforum.
**16. No Breach of Prior Agreement.**
      I represent that my performance of all the terms of this Agreement and myduties as an employee of the Company will not breach any invention assignment,proprietary information, confidentiality or similar agreement with any formeremployer or other party. I represent that I will not bring with me to theCompany or use in the performance of my duties for the Company any documents ormaterials or intangibles of a former employer or third party that are notgenerally available to the public or have not been legally transferred to theCompany.
**17. Counterparts.**
      This Agreement may be executed in two or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one andthe same instrument.
**18. Headings.**
      The captions and headings of this Agreement are included for ease ofreference only and will be disregarded in interpreting or construing thisAgreement. All references herein to sections will refer to sections of thisAgreement.
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**19. Entire Agreement.**
      This Agreement constitutes the entire agreement and understanding of theparties with respect to the subject matter of this Agreement, and supersedesall prior understandings and agreements, whether oral or written, between theparties hereto with respect to the specific subject matter hereof.
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