COMPANY. THE PARTIES UNDERSTAND AND AGREE THAT SUCH
INFORMATION MAY BE DISCLOSED TO THE AFOREMENTIONED INDIVIDUALS ONLY ON THE
CONDITION THAT SUCH INDIVIDUALS IN TURN AGREE TO KEEP SUCH INFORMATION
COMPLETELY CONFIDENTIAL, AND NOT TO DISCLOSE IT TO OTHERS. THIS SECTION SHALL
NOT PROHIBIT THE PARTIES FROM DISCLOSING THE FACT OR DETAILS OF THIS AGREEMENT
TO ANY FEDERAL, STATE OR LOCAL AUTHORITY OR GOVERNMENT AGENCY, NOR DOES IT
PROHIBIT THE PARTIES FROM COMPLYING WITH A VALID COURT ORDER OR ANY LAW OR
REGULATION THAT COMPELS DISCLOSURE.
12.
QUAINTANCE AGREES THAT EXCEPT AS SET FORTH IN THIS AGREEMENT,
QUAINTANCE IS NOT ENTITLED TO ANY OTHER COMPENSATION OR BENEFITS FROM THE
COMPANY ARISING FROM HIS STATUS AS AN EMPLOYEE OF THE COMPANY, INCLUDING ANY
SEVERANCE BENEFITS THAT MAY BE AVAILABLE UNDER THE EMPLOYMENT AGREEMENT OR ANY
SEVERANCE ARRANGEMENT OF THE COMPANY.
13.
QUAINTANCE AND THE COMPANY AFFIRM THAT THIS AGREEMENT, INCLUDING
THE PROVISIONS OF THE EMPLOYMENT AGREEMENT AS INCORPORATED IN SECTION 5 ABOVE,
SET FORTH THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER CONTAINED HEREIN AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS OR
UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER CONTAINED
HEREIN. FURTHER, THERE ARE NO REPRESENTATIONS, ARRANGEMENTS OR UNDERSTANDINGS,
EITHER ORAL OR WRITTEN, BETWEEN THE PARTIES, WHICH ARE NOT FULLY EXPRESSED
HEREIN.
4
Finally, no alteration or other modification of this Agreement shall be
effective unless made in writing and signed by both parties.
14.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS BY
FACSIMILE, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
15.
ANY NOTICE AUTHORIZED OR REQUIRED TO BE GIVEN OR MADE BY OR
PURSUANT TO THIS AGREEMENT SHALL BE MADE IN WRITING AND EITHER PERSONALLY
DELIVERED OR MAILED BY OVERNIGHT EXPRESS MAIL ADDRESSED AS FOLLOWS:
If to Quaintance:
John W. Quaintance
233 South 6th Street
Apt. 1902
Philadelphia, PA 19106
with a copy to:
Alan B. Epstein, Esq.
Spector, Gadon & Rosen
1635 Market St., 7th Floor
Philadelphia, PA 19103
If to the Company:
MedQuist Inc.
1000 Bishops Gate
Mount Laurel, NJ 08054-4632
Attn: Gregory M. Sebasky
with a copy to:
Barry Abelson, Esquire
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Either party may change the address to which such notices are to be addressed by
giving the other party notice in the manner indicated above.
16.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE CAREFULLY REVIEWED THIS
AGREEMENT WITH THE ASSISTANCE OF COUNSEL, THAT THEY HAVE ENTERED INTO THIS
AGREEMENT VOLUNTARILY AND KNOWINGLY AND WITHOUT RELIANCE ON ANY PROMISES NOT
EXPRESSLY CONTAINED HEREIN, THAT THEY HAVE BEEN AFFORDED AN ADEQUATE TIME TO
REVIEW CAREFULLY THE TERMS OF THIS AGREEMENT, AND THAT THIS AGREEMENT SHALL NOT
BE DEEMED VOID OR VOIDABLE BY CLAIMS OF DURESS, DECEPTION, MISTAKE OF FACT OR
OTHERWISE. NOR SHALL THE PRINCIPLE OF CONSTRUCTION WHEREBY ALL AMBIGUITIES ARE
TO BE CONSTRUED AGAINST THE DRAFTER BE EMPLOYED