thereof or the exercise of any other right, power
or privilege.
(f)
Counterparts.
This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
(g)
Captions.
The captions in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
(h)
Interpretation of Agreement.
This Agreement shall be construed
according to its fair meaning and not for or against either party.
Use of the
words "herein," "hereof," "hereto," "hereunder" and the like in this Agreement
refer to this Agreement only as a whole and not to any particular section or
subsection of this Agreement, unless otherwise noted.
The masculine gender
shall be deemed to denote the feminine or neuter genders, the singular to denote
the plural, and the plural to denote the singular, where the context so permits.
(I)
BINDING AGREEMENT; ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES AND SHALL BE ENFORCEABLE BY THE
HEIRS, LEGAL REPRESENTATIVES, PERSONAL REPRESENTATIVES AND PERMITTED ASSIGNS OF
EMPLOYEE AND THE SUCCESSORS AND ASSIGNS OF EMPLOYER.
THE AFFILIATES OF EMPLOYER
SHALL BE CONSIDERED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT WITH RESPECT TO
ANY SERVICES PROVIDED BY EMPLOYEE TO THEM AND IN CONNECTION WITH EMPLOYEE'S
COVENANTS IN SECTION 8, SECTION 9, SECTION 10, SECTION 11, AND SECTION 12 HEREOF
TO THE EXTENT SUCH COVENANTS APPLY WITH RESPECT TO SUCH AFFILIATES.
EMPLOYER
MAY ASSIGN THIS AGREEMENT TO A SUCCESSOR ENTITY THROUGH A MERGER, CONSOLIDATION
OR SALE OF ALL OR SUBSTANTIALLY ALL
13
OF THE ASSETS; PROVIDED THAT IN THE EVENT OF ANY SUCH ASSIGNMENT, EMPLOYER SHALL
REMAIN LIABLE FOR ALL OF ITS OBLIGATIONS HEREUNDER AND SHALL BE LIABLE FOR ALL
OBLIGATIONS OF ALL SUCH ASSIGNEES HEREUNDER.
IF EMPLOYEE DIES WHILE ANY AMOUNTS
WOULD STILL BE PAYABLE TO HIM HEREUNDER, SUCH AMOUNTS SHALL BE PAID TO
EMPLOYEE'S ESTATE.
THIS AGREEMENT IS NOT OTHERWISE ASSIGNABLE BY EMPLOYEE.
(J)
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE
UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT
MATTER, AND MAY NOT BE AMENDED EXCEPT BY A WRITTEN INSTRUMENT HEREAFTER SIGNED
BY EACH OF THE PARTIES HERETO.
(K)
GOVERNING LAW.
THIS AGREEMENT AND THE PERFORMANCE HEREOF SHALL BE
CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES.
(L)
EMPLOYEE REPRESENTATIONS.
EMPLOYEE REPRESENTS AND CERTIFIES TO
EMPLOYER THAT HE: (I) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY
AND HAS HAD AMPLE TIME TO REVIEW IT BEFORE SIGNING; (II) HAS READ THIS AGREEMENT
CAREFULLY; (III) HAS BEEN GIVEN A FAIR OPPORTUNITY TO DISCUSS AND NEGOTIATE THE
TERMS OF THIS AGREEMENT; (IV) UNDERSTANDS ITS PROVISIONS; (V) HAS HAD THE
OPPORTUNITY TO CONSULT HIS ATTORNEY; AND (VI) ENTERS INTO THIS AGREEMENT
KNOWINGLY AND VOLUNTARILY.
EMPLOYEE ALSO REPRESENTS THAT HE WILL NOT MAKE