AND INDETERMINABLE.
THE COMPANY, UPON EXECUTIVE'S BREACH OF THIS
SECTION 7, SHALL THEREFORE BE ENTITLED (IN ADDITION TO AND WITHOUT LIMITING ANY
OTHER REMEDIES THAT THE COMPANY MAY SEEK UNDER THIS AGREEMENT OR OTHERWISE AT
LAW OR IN EQUITY) TO (1) SEEK FROM ANY COURT OF COMPETENT JURISDICTION EQUITABLE
RELIEF BY WAY OF TEMPORARY OR PERMANENT INJUNCTION AND WITHOUT BEING REQUIRED TO
POST A BOND, TO RESTRAIN ANY VIOLATION OF THIS SECTION 7, AND FOR SUCH FURTHER
RELIEF AS THE COURT MAY DEEM JUST OR PROPER IN LAW OR EQUITY, AND (2) IN THE
EVENT THAT THE COMPANY SHALL PREVAIL, ITS REASONABLE ATTORNEYS FEES AND COSTS
AND OTHER EXPENSES IN ENFORCING ITS RIGHTS UNDER THIS SECTION 7.
(F)
SEVERABILITY OF PROVISIONS.
IF ANY RESTRICTION, LIMITATION, OR
PROVISION OF THIS SECTION 7 IS DEEMED TO BE UNREASONABLE, ONEROUS, OR UNDULY
RESTRICTIVE BY A COURT OF COMPETENT JURISDICTION, IT SHALL NOT BE STRICKEN IN
ITS ENTIRETY AND HELD TOTALLY VOID AND UNENFORCEABLE, BUT SHALL REMAIN EFFECTIVE
TO THE MAXIMUM EXTENT POSSIBLE WITHIN THE BOUNDS OF THE LAW.
IF ANY PHRASE,
CLAUSE OR PROVISION OF THIS SECTION 7 IS DECLARED INVALID OR UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION, SUCH PHRASE, CLAUSE, OR PROVISION SHALL BE
DEEMED SEVERED FROM THIS SECTION 7, BUT WILL NOT AFFECT ANY OTHER PROVISION OF
THIS SECTION 7, WHICH SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT.
THE
PROVISIONS OF THIS SECTION 7 ARE EACH DECLARED TO BE SEPARATE AND DISTINCT
COVENANTS BY EXECUTIVE.
8.
NOTICE.
ANY NOTICE, REQUEST, DEMAND OR OTHER COMMUNICATION REQUIRED OR
PERMITTED HEREIN WILL BE DEEMED TO BE PROPERLY GIVEN WHEN PERSONALLY SERVED IN
WRITING OR WHEN DEPOSITED IN THE UNITED STATES MAIL, POSTAGE PREPAID, ADDRESSED
TO EXECUTIVE AND TO THE COMPANY WITH ATTENTION TO THE CHIEF EXECUTIVE OFFICER OF
THE COMPANY AND THE GENERAL COUNSEL OF THE COMPANY AS PROVIDED BELOW.
EITHER
PARTY MAY CHANGE ITS ADDRESS BY WRITTEN NOTICE IN ACCORDANCE WITH THIS
PARAGRAPH.
In the case of the Company, to:
Human Resources
MEDecision, Inc.
601 Lee Road
Wayne, PA 10987
And in the case of Executive, to:
9
9.
SET OFF; MITIGATION.
THE COMPANY'S OBLIGATION TO PAY EXECUTIVE THE
AMOUNTS AND TO PROVIDE THE BENEFITS HEREUNDER SHALL BE SUBJECT TO SET-OFF,
COUNTERCLAIM OR RECOUPMENT OF AMOUNTS OWED BY EXECUTIVE TO THE COMPANY.
HOWEVER, EXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT
PROVIDED FOR PURSUANT TO THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR
OTHERWISE.
10.
BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE EXECUTORS, ADMINISTRATORS,
SUCCESSORS AND ASSIGNS.
IF THE COMPANY EXPERIENCES A CHANGE IN CONTROL, OR
OTHERWISE SELLS, ASSIGNS OR TRANSFERS ALL OR SUBSTANTIALLY ALL OF ITS BUSINESS
AND ASSETS TO ANY PERSON OR IF THE COMPANY MERGES INTO OR CONSOLIDATES OR
OTHERWISE COMBINES (WHERE THE COMPANY DOES NOT SURVIVE SUCH COMBINATION) WITH
ANY PERSON (ANY SUCH EVENT, A "SALE OF BUSINESS"), THEN THE COMPANY SHALL ASSIGN
ALL OF ITS RIGHT, TITLE AND