NO RESTRICTIONS, AGREEMENTS OR
UNDERSTANDINGS WHATSOEVER TO WHICH EMPLOYEE IS A PARTY WHICH WOULD PREVENT OR
MAKE UNLAWFUL HIS EXECUTION OF THIS AGREEMENT OR HIS EMPLOYMENT HEREUNDER;
(B)
THERE ARE NO AGREEMENTS, RESTRICTIONS OR
UNDERSTANDINGS WHATSOEVER TO WHICH EMPLOYEE IS A PARTY WHICH PLACE ANY
LIMITATIONS AS TO THE COMPANIES OR INDIVIDUALS WITH WHOM HE MAY DO BUSINESS;
(C)
HIS EXECUTION OF THIS AGREEMENT AND HIS
EMPLOYMENT HEREUNDER SHALL NOT CONSTITUTE A BREACH OF ANY CONTRACT, AGREEMENT OR
UNDERSTANDING, ORAL OR WRITTEN, TO WHICH HE IS A PARTY AND BY WHICH HE IS BOUND;
AND
(D)
HE IS FREE AND ABLE TO EXECUTE THIS
AGREEMENT AND TO ENTER INTO EMPLOYMENT BY THE COMPANY.
9.
MISCELLANEOUS.
(A)
WAIVER.
THE WAIVER BY THE COMPANY OF A
BREACH OF ANY PROVISION OF THIS AGREEMENT BY EMPLOYEE SHALL NOT OPERATE OR BE
CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH BY EMPLOYEE.
NO WAIVER SHALL BE
VALID, UNLESS SIGNED IN WRITING BY THE COMPANY'S PRESIDENT AND CHIEF EXECUTIVE
OFFICER.
(B)
CONTROLLING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF
MARYLAND.
FURTHER, THE PARTIES HEREBY AGREE THAT THE VENUE FOR ANY ACTION, SUIT
OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT WILL BE BALTIMORE
COUNTY, MARYLAND.
THE PARTIES AGREE AND CONSENT THAT THE CIRCUIT COURT FOR
BALTIMORE COUNTY SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY ACTION, SUIT OR
PROCEEDING RELATED TO OR ARISING OUT OF THE AGREEMENT AND THAT THE PARTIES
IRREVOCABLY SUBMIT TO THE JURISDICTION OF THAT COURT.
4
(C)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE HEIRS AND SUCCESSORS.
THE COMPANY MAY ASSIGN THIS AGREEMENT TO ANY
PERSON OR ENTITY, INCLUDING, BUT NOT LIMITED TO, ANY SUCCESSOR, PARENT,
SUBSIDIARY OR AFFILIATED ENTITY OF THE COMPANY.
THE COMPANY ALSO MAY ASSIGN
THIS AGREEMENT IN CONNECTION WITH ANY SALE OR MERGER (WHETHER A SALE OR MERGER
OF STOCK OR ASSETS OR OTHERWISE) OF THE COMPANY OR THE BUSINESS OF THE COMPANY.
EMPLOYEE EXPRESSLY CONSENTS TO THE ASSIGNMENT OF THE CONFIDENTIALITY AND
COVENANTS AGAINST INTERFERENCE PROVISION SET FORTH IN PARAGRAPH 7 ABOVE OF THIS
AGREEMENT TO ANY NEW OWNER OF THE COMPANY'S BUSINESS OR PURCHASER OF THE
COMPANY.
EMPLOYEE MAY NOT ASSIGN, PLEDGE, OR ENCUMBER HIS INTEREST IN THIS
AGREEMENT, OR ANY PART THEREOF, WITHOUT THE WRITTEN CONSENT OF THE COMPANY.
(D)
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO
BE AN ORIGINAL AS AGAINST ANY PARTY WHOSE SIGNATURE APPEARS THEREON, AND ALL OF
WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
(E)
PROVISIONS SEPARABLE.
THE PROVISIONS OF
THIS AGREEMENT ARE INDEPENDENT OF AND SEPARABLE FROM EACH OTHER, AND NO
PROVISION SHALL BE AFFECTED OR RENDERED INVALID OR UNENFORCEABLE BY VIRTUE OF
THE FACT THAT FOR ANY REASON ANY OTHER OR OTHERS OF THEM MAY BE INVALID OR
UNENFORCEABLE IN WHOLE OR IN PART.
(F)
ENTIRE AGREEMENT.