COMPANY THAT THERE
ARE NO RESTRICTIONS, AGREEMENTS OR UNDERSTANDINGS WHATSOEVER TO WHICH HE IS A
PARTY THAT WOULD PREVENT OR MAKE UNLAWFUL HIS EXECUTION OF THIS AGREEMENT, THAT
WOULD BE INCONSISTENT OR IN CONFLICT WITH THIS AGREEMENT OR EMPLOYEE'S
OBLIGATIONS HEREUNDER, OR THAT WOULD OTHERWISE PREVENT, LIMIT OR IMPAIR THE
PERFORMANCE BY EMPLOYEE OF HIS DUTIES TO THE COMPANY.
C.
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF, AND
MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND
UNDERSTANDINGS OF EVERY NATURE RELATING TO THE EMPLOYMENT OF EMPLOYEE BY THE
COMPANY.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT
IN WRITING SIGNED BY EACH OF THE PARTIES HERETO.
D.
WAIVER.
ANY WAIVER OF ANY TERM OR CONDITION HEREOF WILL NOT OPERATE AS A WAIVER
OF ANY OTHER TERM OR CONDITION OF THIS AGREEMENT.
ANY FAILURE TO ENFORCE ANY
PROVISION HEREOF WILL NOT OPERATE AS A WAIVER OF SUCH PROVISION OR OF ANY OTHER
PROVISION OF THIS AGREEMENT.
E.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO THE APPLICATION OF
THE PRINCIPLES OF CONFLICTS OF LAWS.
F.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT WILL BE
INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT
ANY OTHER PROVISION OR THE EFFECTIVENESS OR VALIDITY OF ANY PROVISION IN ANY
OTHER JURISDICTION, AND THIS AGREEMENT WILL BE REFORMED, CONSTRUED AND ENFORCED
IN SUCH JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN HEREIN CONTAINED.
G.
WAGE CLAIMS.
THE PARTIES INTEND THAT ALL OBLIGATIONS TO PAY COMPENSATION TO
EMPLOYEE BE OBLIGATIONS SOLELY OF THE COMPANY.
THEREFORE, INTENDING TO BE BOUND
BY THIS PROVISION, EMPLOYEE HEREBY WAIVES ANY RIGHT TO CLAIM PAYMENT OF AMOUNTS
OWED TO HIM, NOW OR IN THE FUTURE, FROM DIRECTORS OR OFFICERS OF THE COMPANY IN
THE EVENT OF THE COMPANY'S INSOLVENCY.
H.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS BINDING ON THE COMPANY'S SUCCESSORS
AND ASSIGNS.
I.
SECTION HEADINGS.
THE SECTION HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE
ONLY; THEY FORM NO PART OF THIS AGREEMENT AND WILL NOT AFFECT ITS
INTERPRETATION.
J.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF
WHICH WILL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TOGETHER WILL CONSTITUTE
BUT ONE AND THE SAME INSTRUMENT.
7.
DEFINITIONS.
CAPITALIZED TERMS USED
HEREIN WILL HAVE THE MEANINGS BELOW DEFINED:
A.
"BUSINESS" MEANS ELECTRONIC TRANSCRIPTION SERVICES AND OTHER HEALTH INFORMATION
MANAGEMENT SOLUTIONS SERVICES BUSINESSES IN WHICH THE COMPANY OR ITS
SUBSIDIARIES ARE ENGAGED ANYWHERE WITHIN THE UNITED STATES.
B.
"CAUSE" MEANS THE OCCURRENCE OF ANY OF THE FOLLOWING:
(1) EMPLOYEE'S REFUSAL,
WILLFUL FAILURE OR INABILITY TO