ANY RIGHTS,
REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
6.
AMENDMENT AND MODIFICATION.
THIS AGREEMENT MAY NOT BE AMENDED,
MODIFIED OR SUPPLEMENTED EXCEPT BY AN INSTRUMENT OR INSTRUMENTS IN WRITING
SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY SUCH AMENDMENT, MODIFICATION
OR SUPPLEMENT IS SOUGHT.
7.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, PROVIDED, HOWEVER, THAT NO PARTY HERETO MAY ASSIGN ITS RIGHTS OR
DELEGATE ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE EXPRESS PRIOR WRITTEN
CONSENT OF THE OTHER PARTY HERETO.
NOTHING IN THIS AGREEMENT IS INTENDED TO
CONFER UPON ANY PERSON NOT A PARTY HERETO (AND THEIR SUCCESSORS AND ASSIGNS) ANY
RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS
AGREEMENT.
8.
HEADINGS; DEFINITIONS.
THE SECTION HEADINGS CONTAINED IN THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND WILL NOT AFFECT THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
ALL REFERENCES TO SECTIONS
CONTAINED HEREIN MEAN SECTIONS OF THIS AGREEMENT UNLESS OTHERWISE STATED.
ALL
CAPITALIZED TERMS DEFINED HEREIN ARE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND
PLURAL FORMS OF SUCH TERMS.
9.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD TO BE INVALID OR
UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN
FULL FORCE AND EFFECT AND SHALL BE REFORMED TO RENDER THE AGREEMENT VALID AND
ENFORCEABLE WHILE REFLECTING TO THE GREATEST EXTENT PERMISSIBLE THE INTENT OF
THE PARTIES HERETO.
10.
NOTICES.
ALL NOTICES HEREUNDER SHALL BE SUFFICIENTLY GIVEN FOR
ALL PURPOSES HEREUNDER IF IN WRITING AND DELIVERED PERSONALLY, SENT BY
DOCUMENTED OVERNIGHT DELIVERY SERVICE OR, TO THE EXTENT RECEIPT IS CONFIRMED,
TELECOPY, TELEFAX OR OTHER ELECTRONIC TRANSMISSION SERVICE TO THE APPROPRIATE
ADDRESS OR NUMBER AS SET FORTH BELOW:
If to the Company:
National Health Partners, Inc.
120 Gibraltar Road
Suite 107
Horsham, PA 19044
Attention:
Chief Financial Officer
If to Employee:
To the address set forth on the signature page hereof.
11.
Governing Law.
This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania, without regard
to the laws that
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might otherwise govern under applicable principles of conflicts of laws thereof,
except to the extent that the Indiana Business Corporation Law shall apply to
the internal corporate governance of the Company.
12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED AND DELIVERED BY
FACSIMILE IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have fully
executed this Agreement as of the later of the dates set forth below.
NATIONAL HEALTH PARTNERS, INC.
By:
/s/ David M. Daniels
David M. Daniels
President and Chief Executive Officer
EMPLOYEE
/s/ Patricia S. Bathurst
Patricia S. Bathurst
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