COMPANY.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, (A) IF
COLATOSTI'S SERVICES HEREUNDER ARE TERMINATED BY THE COMPANY FOR ANY REASON, THE
COMPANY
2
SHALL NEVERTHELESS BE REQUIRED TO MAKE ANY AND ALL PAYMENTS TO COLATOSTI
HEREUNDER AS AND WHEN DUE, INCLUDING WITHOUT LIMITATION ANY PAYMENTS THAT HAD
ACCRUED BUT HAD NOT BEEN PAID PRIOR TO THE DATE OF TERMINATION AND (B) IF
COLATOSTI'S SERVICES HEREUNDER ARE TERMINATED BY COLATOSTI, THE COMPANY SHALL
HAVE NO FURTHER OBLIGATION TO MAKE ANY PAYMENTS TO COLATOSTI HEREUNDER EXCEPT
FOR PAYMENTS THAT HAD ACCRUED BUT HAD NOT BEEN PAID PRIOR TO THE DATE OF
TERMINATION.
7.
ENFORCEABILITY, ETC.
THIS AGREEMENT SHALL BE INTERPRETED SO AS
TO BE EFFECTIVE UNDER APPLICABLE LAW, BUT IF ANY PORTION HEREOF IS PROHIBITED OR
INVALID, SUCH PORTION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH
PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF THIS AGREEMENT.
9.
AMENDMENTS AND WAIVERS.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE COMPANY AND COLATOSTI.
NO
WAIVER OF THIS AGREEMENT OR ANY PROVISION HEREOF SHALL BE BINDING UPON THE PARTY
AGAINST WHOM ENFORCEMENT OF SUCH WAIVER IS SOUGHT UNLESS IT IS MADE IN WRITING
AND SIGNED BY OR ON BEHALF OF SUCH PARTY.
NO DELAY OR OMISSION IN EXERCISING
ANY RIGHT UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER OF THAT OR ANY OTHER
RIGHT.
10.
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING ON
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
EXECUTORS AND ADMINISTRATORS, SUCCESSORS AND ASSIGNS, EXCEPT THAT THE RIGHTS AND
OBLIGATIONS OF COLATOSTI HEREUNDER ARE PERSONAL AND MAY NOT BE ASSIGNED WITHOUT
THE COMPANY'S PRIOR WRITTEN CONSENT.
11.
Choice of Law and Jurisdiction. This Agreement shall be construed,
interpreted and the rights of the parties determined in accordance with the laws
of the Commonwealth of Massachusetts.
Each of the parties hereto hereby
irrevocably consents and submits to the exclusive jurisdiction of the state
courts of the Commonwealth of Massachusetts, and of the United States District
Court located in Boston, Massachusetts in connection with any suit, action, or
other proceeding concerning this Agreement.
12.
INDEPENDENT CONTRACTOR.
THE PARTIES AGREE THAT COLATOSTI IS AN
INDEPENDENT CONTRACTOR, AND NOTHING HEREIN OR IN THE RELATIONSHIP OF THE PARTIES
SHALL ALTER OR AFFECT SUCH STATUS.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE FINAL AND ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO THE MATTERS COVERED HEREBY, AND
REPLACES AND SUPERSEDES ALL OTHER AGREEMENTS AND UNDERSTANDINGS RELATING
THERETO.
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, AND COUNTERPARTS BY FACSIMILE, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
15.
NO CONFLICTS.
COLATOSTI REPRESENTS TO THE COMPANY THAT COLATOSTI
IS NOT A PARTY TO OR BOUND BY ANY AGREEMENT OR COMMITMENT THAT CONFLICTS WITH
THE OBLIGATIONS OF COLATOSTI UNDER THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
3
This Agreement has been executed and delivered as a sealed instrument as of the