FOUND BY A
COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, IN WHOLE OR IN PART, THEN
THAT PROVISION WILL
BE ELIMINATED, MODIFIED OR RESTRICTED IN WHATEVER MANNER IS NECESSARY TO MAKE
THE REMAINING PROVISIONS ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWABLE BY LAW.
(B)
SUCCESSORS.
THIS AGREEMENT SHALL BE BINDING UPON, ENFORCEABLE BY,
AND INURE TO THE BENEFIT OF REINO, MEDQUIST AND EACH RELEASEE, AND REINO'S AND
MEDQUIST'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES, AND TO ANY SUCCESSOR OR
ASSIGN OF EACH RELEASEE, BUT NEITHER THIS AGREEMENT, NOR ANY RIGHTS, PAYMENTS,
OR OBLIGATIONS ARISING HEREUNDER MAY BE ASSIGNED, PLEDGED, TRANSFERRED, OR
HYPOTHECATED BY REINO OR MEDQUIST.
(C)
CONTROLLING LAW AND VENUE.
THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED UNDER THE LAWS OF AND BEFORE THE COURTS OF THE STATE OF NEW JERSEY.
ANY ACTION RELATING TO THIS AGREEMENT OR THE EMPLOYMENT AGREEMENT SHALL BE
BROUGHT IN STATE COURT IN BURLINGTON COUNTY, NEW JERSEY, OR IN FEDERAL COURT FOR
THE DISTRICT OF NEW JERSEY.
(D)
WAIVER.
NO CLAIM OR RIGHT ARISING OUT OF A BREACH OR DEFAULT
UNDER THIS AGREEMENT CAN BE DISCHARGED BY A WAIVER OF THAT CLAIM OR RIGHT UNLESS
THE WAIVER IS IN WRITING SIGNED BY THE PARTY HERETO TO BE BOUND BY SUCH WAIVER.
A WAIVER BY ANY PARTY HERETO OF A BREACH OR DEFAULT BY ANOTHER PARTY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OF FUTURE COMPLIANCE
THEREWITH AND SUCH PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.
(E)
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
REGARDING THIS AGREEMENT SHALL BE IN WRITING AND DELIVERED IN PERSON OR SENT BY
REGISTERED OR CERTIFIED U.S.
MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED,
AND PROPERLY ADDRESSED AS FOLLOWS:
To MEDQUIST:
MedQuist Inc.
1000 Bishops Gate Boulevard
Suite 300
Mt. Laurel, NJ 08054-4632
Attention: General Counsel
To REINO:
Linda Reino
1529 Canyon Drive
Downingtown, PA 19335
16.
ENTIRE AGREEMENT/AMENDMENT.
THE PARTIES HERETO AGREE THAT THIS
AGREEMENT AND THOSE PROVISIONS OF THE EMPLOYMENT AGREEMENT THAT SURVIVE ITS
EXPIRATION CONSTITUTES THE ENTIRE AGREEMENT BETWEEN REINO AND MEDQUIST, AND THAT
NEITHER MAY BE MODIFIED EXCEPT BY WRITTEN DOCUMENT, SIGNED BY THE PARTIES
HERETO.
17.
KNOWING AND VOLUNTARY ACTION.
REINO ACKNOWLEDGES THAT SHE
RECEIVED THIS AGREEMENT ON MAY 15, 2007 AND HAS CONSULTED AN ATTORNEY BEFORE
SIGNING THIS AGREEMENT.
REINO FURTHER REPRESENTS AND WARRANTS THAT SHE HAS READ
THIS AGREEMENT; HAS BEEN GIVEN A PERIOD OF AT LEAST TWENTY ONE (21) DAYS TO
CONSIDER THE AGREEMENT; UNDERSTANDS ITS MEANING AND APPLICATION; AND IS SIGNING
OF HER OWN FREE WILL WITH THE INTENT OF BEING BOUND BY IT.
IF REINO ELECTS TO
SIGN THIS AGREEMENT PRIOR TO THE EXPIRATION OF TWENTY ONE (21) DAYS, SHE HAS
DONE SO VOLUNTARILY AND KNOWINGLY.
18.
REVOCATION OF AGREEMENT.
REINO FURTHER ACKNOWLEDGES THAT SHE MAY
REVOKE THIS AGREEMENT AT ANY TIME WITHIN A PERIOD OF SEVEN (7) DAYS FOLLOWING
THE DATE SHE SIGNS THE AGREEMENT.
NOTICE OF REVOCATION SHALL BE MADE IN
WRITING, SENT VIA REGISTERED