NOTICES REQUIRED OR PERMITTED UNDER THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVE UPON PERSONAL DELIVERY OR UPON
DEPOSIT IN THE UNITED STATES POST OFFICE, BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, ADDRESSED TO THE OTHER PARTY AT THE ADDRESS SHOWN ABOVE, OR AT
SUCH OTHER ADDRESS OR ADDRESSES AS EITHER PARTY SHALL DESIGNATE TO THE OTHER IN
ACCORDANCE WITH THIS SECTION 6.
7.
PRONOUNS.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED IN
THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER
FORMS, AND THE SINGULAR FORMS OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL,
AND VICE VERSA.
8.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT.
9.
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY A
WRITTEN INSTRUMENT EXECUTED BY BOTH THE COMPANY AND THE CONSULTANT.
10.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAWS OF CONFLICTS) OF
THE COMMONWEALTH OF MASSACHUSETTS.
11.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON, AND
INURE TO THE BENEFIT OF, BOTH PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, INCLUDING ANY CORPORATION WITH WHICH, OR INTO WHICH, THE COMPANY MAY BE
MERGED OR WHICH MAY SUCCEED TO ITS ASSETS OR BUSINESS, PROVIDED, HOWEVER, THAT
THE OBLIGATIONS OF THE CONSULTANT ARE PERSONAL AND SHALL NOT BE ASSIGNED BY HIM.
12.
MISCELLANEOUS.
12.1
NO DELAY OR OMISSION BY THE COMPANY IN EXERCISING ANY RIGHT UNDER
THIS AGREEMENT SHALL OPERATE AS A WAIVER OF THAT OR ANY OTHER RIGHT.
A WAIVER
OR CONSENT GIVEN BY THE COMPANY ON ANY ONE OCCASION SHALL BE EFFECTIVE ONLY IN
THAT INSTANCE AND SHALL NOT BE CONSTRUED AS A BAR OR WAIVER OF ANY RIGHT ON ANY
OTHER OCCASION.
12.2
THE CAPTIONS OF THE SECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE
OF REFERENCE ONLY AND IN NO WAY DEFINE, LIMIT OR AFFECT THE SCOPE OR SUBSTANCE
OF ANY SECTION OF THIS AGREEMENT.
2
12.3
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID,
ILLEGAL OR OTHERWISE UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING PROVISIONS SHALL IN NO WAY BE AFFECTED OR IMPAIRED THEREBY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year set forth above.
KEANE, INC.
By:
/s/ John J. Leahy
Title: Senior Vice President of Finance and
Administration and Chief Financial Officer
CONSULTANT
/s/ John F. Keane, Jr.
John F. Keane, Jr.
3