EMPLOYEE REPRESENTS AND WARRANTS TO THE
COMPANY THAT THERE ARE NO RESTRICTIONS, AGREEMENTS OR UNDERSTANDINGS WHATSOEVER
TO WHICH HE IS A PARTY THAT WOULD PREVENT OR MAKE UNLAWFUL HIS EXECUTION OF THIS
AGREEMENT, THAT WOULD BE INCONSISTENT OR IN CONFLICT WITH THIS AGREEMENT OR
EMPLOYEE'S OBLIGATIONS HEREUNDER, OR THAT WOULD OTHERWISE PREVENT, LIMIT OR
IMPAIR THE PERFORMANCE BY EMPLOYEE OF HIS DUTIES TO THE COMPANY.
C.
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT CONTAINS THE ENTIRE
AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER
HEREOF, AND MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS,
AGREEMENTS AND UNDERSTANDINGS OF EVERY NATURE RELATING TO THE EMPLOYMENT OF
EMPLOYEE BY THE COMPANY.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT
BY AN AGREEMENT IN WRITING SIGNED BY EACH OF THE PARTIES HERETO.
D.
WAIVER.
ANY WAIVER OF ANY TERM OR CONDITION HEREOF WILL NOT
OPERATE AS A WAIVER OF ANY OTHER TERM OR CONDITION OF THIS AGREEMENT.
ANY
FAILURE TO ENFORCE ANY PROVISION HEREOF WILL NOT OPERATE AS A WAIVER OF SUCH
PROVISION OR OF ANY OTHER PROVISION OF THIS AGREEMENT.
E.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO THE
APPLICATION OF THE PRINCIPLES OF CONFLICTS OF LAWS.
F.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT
ANY OTHER PROVISION OR THE EFFECTIVENESS OR VALIDITY OF ANY PROVISION IN ANY
OTHER JURISDICTION, AND THIS AGREEMENT WILL BE REFORMED, CONSTRUED AND ENFORCED
IN SUCH JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN HEREIN CONTAINED.
G.
WAGE CLAIMS.
THE PARTIES INTEND THAT ALL OBLIGATIONS TO PAY
COMPENSATION TO EMPLOYEE BE OBLIGATIONS SOLELY OF THE COMPANY.
THEREFORE,
INTENDING TO BE BOUND BY THIS PROVISION, EMPLOYEE HEREBY WAIVES ANY RIGHT TO
CLAIM PAYMENT OF AMOUNTS OWED TO HIM, NOW OR IN THE FUTURE, FROM DIRECTORS OR
OFFICERS OF THE COMPANY IN THE EVENT OF THE COMPANY'S INSOLVENCY.
H.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS BINDING ON THE
COMPANY'S SUCCESSORS AND ASSIGNS.
7
I.
SECTION HEADINGS.
THE SECTION HEADINGS IN THIS AGREEMENT ARE
FOR CONVENIENCE ONLY; THEY FORM NO PART OF THIS AGREEMENT AND WILL NOT AFFECT
ITS INTERPRETATION.
J.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
TOGETHER WILL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
7.
DEFINITIONS.
CAPITALIZED TERMS USED HEREIN WILL HAVE THE
MEANINGS BELOW DEFINED:
A.
"BUSINESS" MEANS ELECTRONIC TRANSCRIPTION SERVICES AND OTHER
HEALTH INFORMATION MANAGEMENT SOLUTIONS SERVICES BUSINESSES IN WHICH THE COMPANY
OR ITS SUBSIDIARIES ARE ENGAGED ANYWHERE WITHIN THE UNITED STATES.
B.
"CAUSE" MEANS THE OCCURRENCE OF ANY OF THE FOLLOWING: (1)