HIS OWN FREE ACT.
12.
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED
UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVE UPON
PERSONAL DELIVERY OR UPON DEPOSIT IN THE UNITED STATES POST OFFICE, BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, ADDRESSED TO THE OTHER PARTY AT
THE ADDRESS SHOWN ABOVE, OR AT SUCH OTHER ADDRESS OR ADDRESSES AS EITHER PARTY
SHALL DESIGNATE TO THE OTHER IN ACCORDANCE WITH THIS SECTION 12.
13.
PRONOUNS.
WHENEVER THE CONTEXT MAY REQUIRE,
ANY PRONOUNS USED IN THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE OR NEUTER FORMS, AND THE SINGULAR FORMS OF NOUNS AND PRONOUNS SHALL
INCLUDE THE PLURAL, AND VICE VERSA.
14.
NON-DISPARAGEMENT.
THE EMPLOYEE AGREES NOT
TO MAKE ANY STATEMENT, WRITTEN OR ORAL, WHICH DISPARAGES THE COMPANY, ITS
RESPECTIVE OFFICERS, OR MANAGEMENT AND BUSINESS PRACTICES, OR WHICH DISRUPTS OR
IMPAIRS THE COMPANY'S NORMAL OPERATIONS. THE PROVISIONS OF THIS SECTION 14 SHALL
NOT APPLY TO ANY TRUTHFUL STATEMENT REQUIRED TO BE MADE BY THE EMPLOYEE IN ANY
LEGAL PROCEEDING, REQUIRED FILING UNDER THE SECURITIES LAWS, OR PURSUANT TO ANY
GOVERNMENTAL OR REGULATORY INVESTIGATION. LIKEWISE, THE COMPANY AGREES THAT ITS
DIRECTORS AND OFFICERS SHALL NOT MAKE ANY STATEMENT, WRITTEN OR ORAL, WHICH
DISPARAGES THE EMPLOYEE. THE COMPANY AGREES TO PROVIDE A POSITIVE WRITTEN LETTER
OF RECOMMENDATION FOR THE EMPLOYEE ON REQUEST.
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15.
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT.
16.
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A WRITTEN INSTRUMENT EXECUTED BY BOTH THE COMPANY AND THE
EMPLOYEE.
17.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).
ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY
PROVISION OF THIS AGREEMENT SHALL BE COMMENCED ONLY IN A COURT OF THE
COMMONWEALTH OF MASSACHUSETTS (OR, IF APPROPRIATE, A FEDERAL COURT LOCATED
WITHIN MASSACHUSETTS), AND THE COMPANY AND THE EMPLOYEE EACH CONSENTS TO THE
JURISDICTION OF SUCH A COURT.
18.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF BOTH PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, INCLUDING ANY CORPORATION WITH WHICH, OR INTO
WHICH, THE COMPANY MAY BE MERGED OR WHICH MAY SUCCEED TO THE COMPANY'S ASSETS OR
BUSINESS, PROVIDED, HOWEVER, THAT THE OBLIGATIONS OF THE EMPLOYEE ARE PERSONAL
AND SHALL NOT BE ASSIGNED BY HIM.
19.
WAIVERS.
NO DELAY OR OMISSION BY THE
COMPANY IN EXERCISING ANY RIGHT UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER
OF THAT OR ANY OTHER RIGHT. A WAIVER OR CONSENT GIVEN BY THE COMPANY ON ANY ONE
OCCASION SHALL BE EFFECTIVE ONLY IN THAT INSTANCE AND SHALL NOT BE CONSTRUED AS
A BAR OR WAIVER OF ANY RIGHT ON ANY OTHER OCCASION.
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20.
CAPTIONS.
THE CAPTIONS OF THE SECTIONS OF
THIS AGREEMENT ARE FOR CONVENIENCE OF