OF MAIL, BE DEEMED TO BE GIVEN AND RECEIVED
ON THE FIFTH CALENDAR DAY AFTER POSTING, IN THE CASE OF OVERNIGHT DELIVERY
SERVICE, ON THE DATE OF ACTUAL DELIVERY AND, IN THE CASE OF FACSIMILE
TRANSMISSION OR PERSONAL DELIVERY, ON THE DATE OF ACTUAL TRANSMISSION OR, AS THE
CASE MAY BE, PERSONAL DELIVERY.
(E)
GOVERNING LAW AND VENUE.
THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
ANY CONFLICT OF LAWS RULE OR PRINCIPLE WHICH MIGHT REFER THE GOVERNANCE OR
CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION.
ANY ACTION
IN REGARD TO THIS AGREEMENT OR ARISING OUT OF OR RELATING TO ITS TERMS AND
CONDITIONS, SHALL HAVE EXCLUSIVE VENUE BE INSTITUTED AND LITIGATED EXCLUSIVELY
IN AUSTIN, TEXAS, TO WHICH VENUE THE PARTIES CONSENT.
(F)
ASSIGNMENT.
THIS AGREEMENT IS PERSONAL TO EXECUTIVE AND MAY NOT
BE ASSIGNED IN ANY WAY BY EXECUTIVE WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
THE COMPANY MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH WILL TAKE EFFECT AS AN ORIGINAL, AND ALL OF WHICH SHALL EVIDENCE
ONE AND THE SAME AGREEMENT.
(H)
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED ONLY IN WRITING SIGNED
BY EXECUTIVE AND BY A DULY AUTHORIZED REPRESENTATIVE OF THE COMPANY (OTHER THAN
EXECUTIVE).
(I)
CONSTRUCTION.
THE HEADINGS AND CAPTIONS OF THIS AGREEMENT ARE
PROVIDED FOR CONVENIENCE ONLY AND ARE INTENDED TO HAVE NO EFFECT IN CONSTRUING
OR INTERPRETING THIS AGREEMENT.
THE LANGUAGE IN ALL PARTS OF THIS AGREEMENT
SHALL BE IN ALL CASES CONSTRUED IN ACCORDANCE TO ITS FAIR MEANING AND NOT
STRICTLY FOR OR AGAINST THE COMPANY OR EXECUTIVE.
(J)
NON-WAIVER.
THE FAILURE BY EITHER PARTY TO INSIST UPON THE
PERFORMANCE OF ANY ONE OR MORE TERMS, COVENANTS OR CONDITIONS OF THIS AGREEMENT
SHALL NOT BE CONSTRUED AS A WAIVER OR RELINQUISHMENT OF ANY RIGHT GRANTED
HEREUNDER OR OF ANY FUTURE PERFORMANCE OF ANY SUCH TERM, COVENANT OR CONDITION,
AND THE OBLIGATION OF EITHER PARTY WITH RESPECT HERETO SHALL CONTINUE IN FULL
FORCE AND EFFECT, UNLESS SUCH WAIVER SHALL BE IN WRITING SIGNED BY THE COMPANY
(OTHER THAN EXECUTIVE) AND THE EXECUTIVE.
(K)
WARRANTIES.
EXECUTIVE WARRANTS AND REPRESENTS TO THE COMPANY AS
FOLLOWS:
I.
AGREEMENT DISCLOSURE.
EXECUTIVE HAS PROVIDED COMPANY A TRUE AND
CORRECT COPY OF EXECUTIVE'S EMPLOYMENT AGREEMENT(S) WITH ALL OF EXECUTIVE'S
PREVIOUS EMPLOYERS, AND, AS OF THE EXECUTION DATE OF THIS AGREEMENT, EXECUTIVE
HAS NOT VIOLATED ANY LAWFUL OBLIGATIONS TO ANY PREVIOUS EMPLOYER.
EXECUTIVE
ACKNOWLEDGES COMPANY'S INSTRUCTIONS NOT TO BREACH ANY SUCH LAWFUL OBLIGATIONS.
EXECUTIVE REPRESENTS AND WARRANTS THAT NEITHER EXECUTIVE'S EMPLOYMENT BY THE
COMPANY, NOR THE OBLIGATIONS PROVIDED IN THIS AGREEMENT, IN ANY WAY CONFLICT
WITH ANY OBLIGATION OF EXECUTIVE TO A THIRD PARTY OR FORMER EMPLOYER.
II.
PRIOR EMPLOYER INFORMATION.
EXECUTIVE UNDERSTANDS THAT IT IS
THE COMPANY'S POLICY AND PRACTICE TO RESPECT THE INTELLECTUAL PROPERTY,
CONFIDENTIAL INFORMATION, AND PROPRIETARY RIGHTS OF OTHERS.
EXECUTIVE
REPRESENTS AND WARRANTS THAT EXECUTIVE HAS