**Exhibit 10.47**

**EMPLOYMENT AGREEMENT**

                This agreement (the ***“Agreement”***) between**Tier technologies inc.,**a California corporation(the ***“Company”***) and MartyV. Joyce Jr. (the ***“Employee”***),is entered into as of October 7, 2002 (the ***“Effective Date”***). Those capitalized terms used in this Agreement and not otherwise definedherein shall have the meanings given to such terms in the Agreement

**Agreement**

                In consideration of the mutualbenefits derived from this Agreement and of the agreements, covenants andprovisions hereof, the parties hereto agree as follows:

## **A.            AT-WILL EMPLOYMENT.** The Company employs Employee as of Effective Date in the capacity ofSenior Vice President and General Manager, Commercial Services StrategicBusiness Unit (SBU), reporting to Mr. James R. Weaver, President or hisdesignee.  Employee will be based atCompany’s offices in Boston, Massachusetts. Employee agrees to undertake such business travel as is customary tosuch position, and as shall from time to time be requested of him by the Company.The parties agree that employment at the Company is at will and may beterminated by either the Company or Employee at any time with or without Causeand with or without notice.  Employeeacknowledges that Employee has no right to be employed for a specific term andno right to insist on specific grounds for termination.  Employee acknowledges and agrees that the atwill nature of this Agreement extends to all employment decisions and that anychange in the terms and conditions of employment, including without limitationwork assignments, production standards, job responsibilities, compensation andpromotions, shall be at the Company’s sole discretion.

**1.****                                     ****COMPENSATION AND BENEFITS**

**1.1          Base Salary.** In consideration of and as compensation for the services to be performedby the Employee hereunder, the Company shall pay the Employee a base salary(the ***“Base Salary”***) of notless than $300,000 per year, payable semi-monthly in arrears in accordance withthe Company’s regular payroll practices.

**1.2         **  **IncentiveCompensation.**  At theCompany’s sole discretion, Employee may be eligible to receive additionaldiscretionary incentive compensation of up to 50% of base salary per year basedupon annual performance targets set for both the Commercial Strategic BusinessUnit and the Company. Annual incentive compensation eligibility will be basedupon the Company’s fiscal year beginning October 1, 2002.

**1.3          Options.**  In addition, subject to approval by theCompensation Committee of the Tier Board of Directors, the Employee will begranted stock options for 100,000 shares, which are subject to the provisionsof the Tier Equity Incentive Plan. Options are typically granted during the first week of the calendarquarter following the Effective Date of your employment and are priced by theCompensation Committee of the Board of Directors according to the market priceat the time of grant.  Options vest overfive years with 20% of the total grant vesting after completion of each 12-monthperiod from the original date of grant. Option grant and related documents are sent to each new employee within30 days following the date of the grant.

 

1

----

 

Upon a Change of Control event, as defined inSection 1.2, the vesting of these options shall accelerate.

**1.4          “Changein Control”** means

**(a)          **a sale or other disposition ofall or substantially all of the assets of the Company;

**(b)          **a merger or consolidation inwhich the Company is not the surviving entity and in which the shareholders ofthe Company immediately prior to such consolidation or merger own less thanfifty percent (50%) of the surviving entity’s voting power immediately afterthe transaction;

**(c)          **a reverse merger in which theCompany is the surviving entity but the shares of the Company’s Common Stockoutstanding immediately preceding the merger are converted by virtue of themerger into other property, whether in the form of securities, cash orotherwise, and in which the shareholders of the Company immediately prior tosuch merger own less than fifty percent (50%) of the Company’s voting powerimmediately after the transaction;

any other capital reorganizationin which more than fifty percent (50%) of the shares of the Company entitled tovote are exchanged.

**1.5          Participation in Benefit Plans.** The Employee shall be entitled to participate in any pension plans,profit-sharing plans and group insurance, medical, hospitalization, disabilityand other benefit plans maintained by the Company from time to time, as suchare generally applicable to employees of the Company and to the extent Employeeis eligible under the general provisions thereof.

**1.6          Reimbursement of Expenses.** The Company shall reimburse the Employee for all business expenses,including, without limitation, travel, entertainment and similar expenses,incurred by the Employee on behalf of the Company if such expenses are ordinaryand necessary business expenses incurred on behalf of the Company pursuant tostandard expense reimbursement policy. The Employee shall timely provide the Company with such itemizedaccounts, receipts or documentation for such expenses as are required under theCompany’s policy regarding the reimbursement of such expenses.

In addition, the Employee will be entitled to either the reimbursement ofparking expenses at the Boston office location or provided with Company paidparking facilities, as appropriate.

**1.7          Vacation and Personal Leave.** The Employee shall be entitled to four (4) weeks of vacation per annum,pro-rated in the year of hire and terminated and accrued on a semi-monthlybasis. The Employee shall also be entitled to other paid personal leave inaccordance with The Company’s policy.

**2.****                                     ****TERMINATION**

**2.1          Termination.**

 

2

----

 

**(a)           Termination****for Cause**. The Company may terminate Employee’s employment under this Agreement, inits sole discretion, “for Cause.” Grounds for the Company to terminate this Agreement “for Cause” shall belimited to the occurrence of any of the following events:

**(i)           **the Employee’s failure to substantially performEmployee’s duties with the Company in good faith (provided in the case ofillness, injury or disability that the Company has provided reasonableaccommodation under applicable disabilities laws), after a demand for substantialperformance is delivered to Employee by the Company which identifies, inreasonable detail, the manner in which the Company believes that the Employeehas not substantially performed Employee’s duties in good faith and suchEmployee has not, in the sole discretion of the Company, improved theperformance of Employee’s duties during a period of fourteen (14) days fromsuch demand for substantial performance;

**(ii)          **the Employee’s commission of any act whichdetrimentally affects the Company, including, without limitation, an act ofdishonesty, fraud, willful disobedience, gross misconduct ,breach of duty,intentional destruction or theft of Tier property, material violation of Tierpolicies or falsification of Tier documents;

**(iii)        **the Employee’s commission of any act in contraventionof Employee’s undertakings contained in Section 3 hereof; or

**(iv)         **the Employee’s conviction of a felony or a misdemeanorinvolving dishonesty or moral turpitude.

**(b)           Termination Without Cause.** The Company may terminate Employee’s employment under this Agreementwithout Cause or notice at any time.

**(c)           Notice of Termination.** Any purported termination of employment by the Company or by theEmployee shall be communicated by written notice of termination to the otherparty hereto in accordance with Section 4.1 hereof.  Any notice of termination of employment given hereunder shalleffect termination as of the date specified in such notice, or, in the event nosuch date is specified, on the last day of the month in which such notice isdelivered or deemed delivered as provided in Section 4.1 hereof.

**(d)           Effect of Termination.**

**(i)           **Upon the termination of the Employee’s employment as aresult of Employee’s disability, the Employee shall be entitled to receive foran additional thirty (30) days after the date of such termination, Employee’sBase Salary in effect at the time of termination and any and all benefits towhich Employee is entitled on the date of such termination under the Company’spension, life, disability, accident and health and other benefit plans inaccordance with the provisions of such plans.

**(ii)          **Upon termination of the Employee’s employment as aresult of Employee’s death, the Employee’s heirs, devisees, executors or otherlegal representatives shall receive for an additional thirty (30) days from thedate of death, Employee’s Base Salary in effect at the time of death.

 

3

----

 

**(iii)        **If the Employee’s employment hereunder shall beterminated by the Company without Cause, or if the Employee terminates hisemployment for “Good Reason” (Good Reason being solely defined as the Companyreducing the Employee’s Base Pay as of the Effective Date of this Agreement bymore than 5% without the Employee’s consent or the Company requiring theEmployee to relocate to a location greater than 50 miles from the greaterBoston metropolitan area without the Employee’s consent), then, and only then,shall the Employee shall be entitled to the Employee’s Base Salary and accruedand unused vacation earned through the date of termination, subject to standarddeductions and withholdings, and upon the Employee’s furnishing to the Companyan executed waiver and release of claims, in the form of which is attachedhereto as **ExhibitA**, the Employee shall also be entitled to continuation of theEmployee’s Base Salary in effect at the time of termination for a period of six(6) months (the “Severance Period”), subject to Company standard payrollschedule, deductions and withholdings. Where termination of employment occursas a result of a Change of Company Control, Employee will only be entitled tocontinuation of base salary for the Severance Period where Employee providestransition services for a period of one year at the request of the Buyer, wheresuch transition services will be compensated at the same level as Mr. Joyce’stotal compensation for the previous 12 month period. If such transitionservices are requested by Buyer, Buyer shall pay Employee for transitionservices at Employee’s current Base Salary immediately prior to the Change ofControl date.  Such payment by Buyershall not reduce the amount of the Severance payment under this Section.  In addition pursuant to this Section, ifEmployee elects continued coverage under federal COBRA law, the Company shallpay the premiums of Employee’s group health insurance coverage, includingcoverage for Employee’s eligible dependents, for a maximum period of six (6)months following such termination; *provided, however,* that:  (i) the Company shall pay premiums forEmployee’s eligible dependents only for coverage for which those eligibledependents were enrolled immediately prior to the termination; and (ii) theCompany’s obligation to pay such premiums shall cease immediately upon the dateEmployee becomes covered under any other group health plan (as an employee orotherwise).

**(iv)         **If the Employee’s employment hereunder shall beterminated by the Company for Cause or by the Employee by resignation for otherthan Good Reason, the Company shall have no further obligation to the Employeeunder this Agreement other than accrued Base Salary and other accrued benefitsrequired by law, prorated to the date of termination.

**3.****                                     ****NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY**

**3.1          Non-Competition.** For the period of one year (1) from the date of termination ofEmployee’s employment, the Employee shall not, directly or indirectly:

**(a)          **carry on or engage in with any Person engaged in, inany territory in which the Continuing Business is carried on during Employee’semployment, any activity that is in competition with the Continuing Business;or

**(b)          **do or say anything which is harmful to the reputationof the Continuing Business or which may lead any person to cease to deal withthe Continuing Business on substantially equivalent terms to those previouslyoffered or at all; or

 

4

----

 

**(c)          **seek to contract with or engage any person who hasbeen contracted with or engaged to manufacture, assemble, supply or deliverproducts, goods, materials or services which will be competitive with theContinuing Business.

**3.2          Non-solicitation. **For the period of one (1) year from the date oftermination of Employee’s employment, the Employee shall not, directly orindirectly:

**(a)          **employ or solicit for employment any person whomEmployee knows to be an employee of the Company or any subsidiary of theCompany or induce or attempt to induce any such person to terminate his or heremployment with the Company or such subsidiary; or

**(b)          **seek in competition with the Company to procure ordersfrom or do business with or procure directly or indirectly any other person toprocure orders from or do business with any person who has been a customer ofthe Company during the time the Employee has been employed by the Company andthe two year period preceding his employment.

**3.3          Confidential Information.**

**(a)          **The Employee acknowledges that the ConfidentialInformation (as hereinafter defined) of the Company is valuable, special andunique to the Continuing Business, and that such Continuing Business depends onsuch Confidential Information; and that the Company wishes to protect suchConfidential Information by keeping it confidential for the use and benefit ofthe Company.  Based on the foregoing,the Employee undertakes:

**(i)           **to keep any and all Confidential Information in trustfor the use and benefit of the Company;

**(ii)          **except as required by the Employee’s duties hereunderor as may be authorized in writing by the Company, not at any time during andfor a period of one (1) year after termination of Employee’s employment withthe Company, to disclose or use, directly or indirectly, any ConfidentialInformation of the Company;

**(iii)        **to take all reasonable steps necessary, or reasonablyrequested by the Company, to ensure that all Confidential Information of theCompany is kept confidential for the use and benefit of the Company; and

**(iv)         **upon termination of Employee’s employment with theCompany or at any other time the Company may in writing so request, to promptlydeliver to the Company all materials constituting Confidential Information(including all copies thereof) that are in Employee’s possession or underEmployee’s control.  Further, theEmployee undertakes that, if requested by the Company, Employee shall returnany Confidential Information pursuant to this subsection and shall not make orretain any copy of or extract from such materials.

**(b)          **For purposes of this Section, ***“Confidential Information”*** means any and allinformation developed by or for the Company of which the Employee gainedknowledge by reason of Employee’s employment with the Company under this A

 

 

5

----

 

known in theindustry in which the Company is or may become engaged.  Confidential Information includes, but isnot limited to, any and all information developed by or for the Company orcustomers of the Company, concerning plans, marketing and sales methods,materials, processes, business forms, procedures, devices used by the Companyor contractors or customers with which the Company has dealt, plans fordevelopment of new products, services and expansion into new areas or markets,internal operations and any trade secrets and proprietary information of anytype owned by the Company together with all written, graphic and othermaterials relating to all or any part of the same.

**(c)          **Employee agrees that as a condition of employmentEmployee will execute and abide by the Company’s Nondisclosure andProprietary/Confidential Information Agreement (the***“Confidentiality Agreement”***), attachedhereto as **ExhibitB**. To the extent the Confidentiality Agreement conflicts with or isinconsistent with this Agreement, this Agreement shall control.

**3.4          Remedies.**

**(a)           Injunctive Relief.** Employee acknowledges and agrees that the covenants and obligationscontained in Sections 3.1, 3.2 and 3.3 hereof relate to special, unique andextraordinary matters and that a violation of any of the terms of said Sectionswill cause the Company irreparable injury for which adequate remedy at law isnot available.  Therefore, Employeeagrees that the Company shall be entitled to an injunction, restraining order,or other equitable relief from any court of competent jurisdiction, restrainingthe Employee from committing any violation of such covenants and obligations.

**(b)           Remedies Cumulative. **The Company’s rights and remedies in respect of thisSection are cumulative and are in addition to any other rights and remedies theCompany may have at law or in equity.

**4.****                                     ****MISCELLANEOUS**

**4.1          Notices.** Any written notice, required or permitted under this Agreement, shall bedeemed sufficiently given if either hand delivered or by fax (with writtenconfirmation of receipt) or nationally recognized overnight courier.  Written notices must be delivered to thereceiving party at its address or facsimile number on the signature page ofthis Agreement.  The parties may changethe address or facsimile number at which written notices are to be received inaccordance with this Section.

**4.2          Prevailing Party.** If any litigation is commenced between the parties hereto concerningthis Agreement or their respective rights, duties and obligations hereunder,the party prevailing in that litigation shall be entitled to reasonableattorney’s fees, to be fixed by the court as part of the costs of thelitigation or established in a separate action brought to recover those fees,in addition to any other relief that may be granted.

**4.3          Assignment.** The Employee may not assign, transfer ordelegate his rights or obligations hereunder, and any attempt to do so shall bevoid.  This Agreement shall be bindingupon and shall inure to the benefit of the Company and its successors andassigns.

 

6

----

 

**4.4          Entire Agreement.** This Agreement contains the entire agreement of the parties hereto withrespect to the subject matter hereof, and all other prior agreements, writtenor oral, are hereby merged herein and are of no further force or effect.  This Agreement may be modified or amendedonly by a written agreement that is signed by the Company and theEmployee.  No waiver of any section orprovision of this Agreement shall be valid unless such waiver is in writing andsigned by the party against whom enforcement of the waiver is sought.  The waiver by the Company of any section orprovision of this Agreement shall not apply to any subsequent breach of thisAgreement.  Captions to the variousSections of this Agreement are for the convenience of the parties only andshall not affect the meaning or interpretation of this agreement.  This Agreement may be executed in severalcounterparts, each of which shall be deemed an original, but together theyshall constitute one and the same instrument.

**4.5          Severability.** The provisions of this Agreement shall be deemed severable, and if anypart of any provision is held illegal, void or invalid under applicable law,such provision may be changed to the extent reasonably necessary to make theprovision, as so changed, legal valid and binding.  If any provision of this Agreement is held illegal, void orinvalid in its entirety, the remaining provisions of this Agreement shall notin any way be affected or impaired but shall remain binding in accordance withtheir terms.

**4.6          Continuing Obligations.** The provisions contained in Sections 2.1(d), 3, 4.2, 4.6 and 4.7 of thisAgreement shall continue and survive the termination of this Agreement.

**4.7          Applicable Law.** This Agreement and the rights and obligations of the Company and theEmployee hereunder shall be governed by and construed and enforced under thelaws of the Massachusetts, without reference to any principles of conflict oflaws.

**INWITNESS WHEREOF,**the parties hereto have executed this Agreement as of the date first abovewritten.

| **Tier Technologies, Inc.** |
|-----------------------------|
|                        |   |
| By:                         | /s/ James R. Weaver |
|                        | Print Name: | James R. Weaver |
|                        | Title: |     President |
|                        |   |
|                        |   |
|                        | /s/ Martin V. Joyce |
| **[Employee]**              |   |
|                        |   |
| Address:                    |   |
| Fax Number:                 |   |
|                             |  |  |  |

 

 

7

----

 

**EXHIBITA**

**RELEASE AND WAIVER OF CLAIMS**

In consideration of the payments and other benefits set forth inSection 2.1(d)(iii) of the Employment Agreement dated (Month) __ 2002, to whichthis form is attached, I, ________, hereby furnish Tier Technologies, Inc (“theCompany”),****with the followingrelease and waiver (the ***“Release and Waiver”***).

I hereby release, and forever discharge the Companies, its officers,directors, agents, employees, stockholders, successors, assigns, affiliates,parent, subsidiaries, and benefit plans, of and from any and all claims,liabilities, demands, causes of action, costs, expenses, attorneys’ fees,damages, indemnities and obligations of every kind and nature, in law, equity,or otherwise, known and unknown, suspected and unsuspected, disclosed andundisclosed, arising at any time prior to and including my employmenttermination date with respect to any claims, including but not limited to thoseclaims relating to my employment and the termination of my employment;including but not limited to, claims pursuant to any federal, state or locallaw relating to employment, including, but not limited to, discriminationclaims, claims under any local statute governing discrimination, and theFederal Age Discrimination in Employment Act of 1967, as amended (***“ADEA”***), or claimsfor wrongful termination, breach of the covenant of good faith, contractclaims, tort claims, and wage or benefit claims, including but not limited to,claims for salary, bonuses, commissions, stock, stock options, vacation pay,fringe benefits, severance pay or any form of compensation.

I also acknowledge that I have read and understand Section 1542 of theCalifornia Civil Code or any comparable statute under any other state, whichreads as follows:  “**A general release does not extend toclaims which the creditor does not know or suspect to exist in his favor at thetime of executing the release, which if known by him must have materiallyaffected his settlement with the debtor.**”****I hereby expressly waive andrelinquish all rights and benefits under that section and any law of anyjurisdiction of similar effect with respect to any claims I may have againstthe Companies.

I acknowledge that, among other rights, I am waiving and releasing anyrights I may have under ADEA, that this Release and Waiver is knowing and voluntary,and that the consideration given for this Release and Waiver is in addition toanything of value to which I was already entitled as an employee of theCompanies.  I further acknowledge that Ihave been advised, as required by the Older Workers Benefit Protection Act,that:  (a) the Release and Waivergranted herein does not relate to claims which may arise after this Release andWaiver is executed; (b) I have the right to consult with an attorney prior toexecuting this Release and Waiver (although I may choose voluntarily not to doso); and if I am over 40 years of age upon execution of this Release andWaiver: (c) I have twenty-one (21) days from the date of termination of myemployment with the Company in which to consider this Release and Waiver (althoughI may choose voluntarily to execute this Release and Waiver earlier); (d) Ihave seven (7) days following the execution of this Release and Waiver torevoke my consent to this Release and Waiver; and (e) this Release and Waivershall not be effective until the seven (7) day revocation period has expired.

 
| Date:  |   |   | By:         |   |
|--------|--------|--------|-------------|--------|
|   |   |   | Print Name: |   |   |
|        |        |        |             |        |  |  |

 

 

8

----

 

**EXHIBITB**

***NONDISCLOSURE and PROPRIETARY/CONFIDENTIAL***

***INFORMATION AGREEMENT***

 

**1.             Introduction:**

 

This is an agreementbetween the employee named below, hereafter referred to as Employee, in whichthe Employee agrees not to disclose trade secrets or other ConfidentialInformation belonging to TIER, hereafter referred to as TIER, and in whichEmployee further agrees not to compete with TIER, as described below.

 

**2.             Agreement:**

 

In consideration ofEmployee’s association with TIER, Employee agrees to keep all ConfidentialInformation, as described below, including but not limited to all trade secretsand/or confidential or proprietary information of TIER (and of its customers,suppliers, and other third parties who entrust confidential information toTIER) in strict confidence and to take all reasonable precautions againstaccidental disclosure of the same.  Thisagreement encompasses all Confidential Information and TIER trade secrets knownto Employee as well as Confidential Information and/or trade secrets known toEmployee during his/her tenure with TIER. In addition, Employee agrees that he/she will not use the ConfidentialInformation or trade secrets of TIER, either directly or indirectly, for anypurposes except for the performance of the Employee responsibilities infurtherance of TIER’s business, unless otherwise expressly authorized inwriting in advance.

 

**3.             ConfidentialInformation and Proprietary Rights:**

 

“ConfidentialInformation” is any information, process, idea, or know-how that is notgenerally known in the industry; that TIER considers confidential; that givesTIER a competitive advantage; or that affects or relates to TIER, its business,or its methods of operation, or which is confidential information of third–partycustomers, contractors, or other parties and which is in the possession ofTIER.  Examples of ConfidentialInformation include, but are not limited to, the following:

 

•               Computer program listing, source code, and objectcode.

 

•                                            Customer lists, marketing information,financial information, business strategies, project information, price lists,cost information, business forms, and financial records.

 

•                                            Product design, contents, formulas,packaging, marketing, or anything related to the unique character or productsor TIER’s business.

 

Employee understands thatthe above list is intended to be illustrative rather than comprehensive, andthat other Confidential Information covered by the Agreement may currentlyexist or arise in the future.  In theevent that Employee is not sure whether certain information is ConfidentialInformation within the scope of this Agreement, Employee will treat that informationas confidential unless informed in writing by TIER to the contrary.  In the event of any dispute  relating to use or disclosure of  Confidential Information, Employee agreesthat he/she shall have the burden of proof in establishing that the informationwas not confidential or that its disclosure was authorized.  Employee understands and hereby agrees thatany misappropriation, disclosure, or misuse of Confidential Information asprovided in this Agreement would cause irreparable harm to TIER and to TIER’sbusiness.  Employee agrees to surrenderto TIER all notes, records, and documentation in any form that was supplied toEmployee by TIER or was used, created, or controlled by Employee during his/herassociation with TIER upon request by TIER, and in any event upon terminationof Employee’s association with TIER. The materials to be surrendered include all materials whether in writtenor machine-readable form.  Employeeagrees that he/she shall not, by virtue of his/her association with TIER, acquireany rights in any Confidential Information, good will, or other asset orproperty of TIER, whether tangible or intangible, and whether or not created byEmployee.  If any such rights becomevested in Employee by operation of laws or otherwise, Employee agrees to assignthe same to TIER without further consideration immediately upon TIER’s request.

 

Employee understands andagrees a) that any and all of his/her work product created, or in the processof being created, during hours Employee is performing services for TIER and/orany and all of his/her work product created or in the process of being createdoutside hours Employee is performing services for TIER, but which are relatedto Confidential Information of TIER, defined above, is and shall remain theproperty of TIER, b) that all proprietary rights therein shall be held by TIER,and c) that Employee shall assist in all reasonable efforts to protect suchrights for TIER, to transfer such rights to TIER, and to verify that suchrights are owned by TIER.

 

Confidential Informationshall not be deemed to include the following: (i) information that becomes available to the public other than throughbreach of this Agreement; or (ii) information that is lawfully received byEmployee from a third party without misappropriation or breach of thisAgreement.

 

**4.             Remedies:**

 

TIER shall have allrights and remedies under the Uniform Trade Secret Act (California Civil CodeSection 3426 *et seq.)* and Business & Professions Code Section 17200 *et seq.,*in addition to all other rights, damages, and remedies that the law and/orequity may provide.  TIER’s customers,clients, and other third parties who have entrusted TIER with ConfidentialInformation are intended third–party beneficiaries of this Agreement, andmay enforce it for their benefit.

 

9

----

 

**5.             Attorneys’Fees:**

 

If any arbitration orother action arises relating to this Agreement, the prevailing party shall beentitled to recover all costs, expenses, and reasonable attorneys’ feesincurred, specifically including expert witness fees.

 

**6.             Durationand Effect:**

 

This Agreement isconsidered by both parties to be a binding contract, and shall remain in effectthroughout the period of association between Employee and TIER and for one (1)year following the termination of association, except that the obligations setforth in Paragraph 2 shall survive termination of this Agreement.  Should any provision of this Agreement beheld to be invalid, void, or unenforceable, the remaining provisions of thisAgreement shall be unaffected and shall continue in full force and effect, andsuch invalid, void, or unenforceable provisions shall be deemed not to be apart of this Agreement.  If any court orother decision-making body determines that the term or area of any covenantherein is too long or too broad to be enforceable, the term and/or area shallbe automatically amended to come within a reasonable and enforceable termand/or area.

 

**7.             ApplicableLaw:**

 

This Agreement shall beconstrued under the law of the District of Columbia, without giving any effectto conflict of law principles.

 

                Execution:

 

This Agreement isexecuted this ____ day of ___________________ .

                                                                                month/year

 

 
|                   |   |     |
|------------------------|--------|----------|
| **Employee Signature** |   | **Date** |

 

 

Marty Joyce

**Please PRINT name here**

 

10

----