AGENCY, OR ANY OTHER WRONGDOING THAT INVOLVES EXECUTIVE OR
OTHER PRESENT OR FORMER COMPANY EMPLOYEES.
17.
FEES AND COSTS.
THE PARTIES SHALL BEAR THEIR OWN ATTORNEYS' FEES AND COSTS
ASSOCIATED WITH NEGOTIATION AND EXECUTION OF THIS AGREEMENT.
8
18.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH EXHIBITS A AND B, CONTAINS
THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
SUPERSEDES ANY PRIOR AGREEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
THE PARTIES ACKNOWLEDGE THAT IN SIGNING THIS AGREEMENT, THEY DO
NOT RELY UPON AND HAVE NOT RELIED UPON ANY REPRESENTATION OR STATEMENT MADE BY
ANY OF THE PARTIES OR THEIR AGENTS WITH RESPECT TO THE SUBJECT MATTER, BASIS OR
EFFECT OF THIS AGREEMENT, OTHER THAN THOSE SPECIFICALLY STATED IN THIS WRITTEN
AGREEMENT.
19.
LEGALLY BINDING.
THE TERMS OF THIS AGREEMENT CONTAINED HEREIN ARE
CONTRACTUAL, AND NOT A MERE RECITAL.
THIS AGREEMENT SHALL BE BINDING UPON THE
PARTIES TO THIS AGREEMENT AND UPON THEIR HEIRS, ADMINISTRATORS, REPRESENTATIVES,
EXECUTORS AND ASSIGNS.
EXECUTIVE REPRESENTS AND WARRANTS THAT HE HAS NOT
TRANSFERRED TO ANY PERSON OR ENTITY ANY RIGHTS, CAUSES OF ACTION OR CLAIMS
RELEASED IN THIS AGREEMENT.
20.
SEVERABILITY.
IF ANY TERM OR PROVISION OF THIS AGREEMENT SHALL BE HELD TO
BE INVALID OR UNENFORCEABLE FOR ANY REASON, THE VALIDITY OR ENFORCEABILITY OF
THE REMAINING TERMS OR PROVISIONS SHALL NOT BE AFFECTED, AND SUCH TERM OR
PROVISION SHALL BE DEEMED MODIFIED TO THE EXTENT NECESSARY TO MAKE IT
ENFORCEABLE.
21.
ADVICE OF COUNSEL; REVOCATION PERIOD.
EXECUTIVE IS HEREBY ADVISED IN
WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO THE EXECUTION OF THIS AGREEMENT.
EXECUTIVE ACKNOWLEDGES THAT HE IS ACTING OF HIS OWN FREE WILL, THAT HE HAS BEEN
AFFORDED A REASONABLE TIME TO READ AND REVIEW THE TERMS OF THIS AGREEMENT, AND
THAT HE IS VOLUNTARILY ENTERING INTO THIS AGREEMENT WITH FULL KNOWLEDGE OF ITS
PROVISIONS AND EFFECTS.
EXECUTIVE INTENDS THAT THIS AGREEMENT SHALL NOT BE
SUBJECT TO ANY CLAIM FOR DURESS.
EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS
BEEN GIVEN AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS
AGREEMENT, AND HAS UTILIZED THE FULL 21-DAY REVIEW PERIOD WITH HIS OWN CHOSEN
COUNSEL AND HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY AND KNOWINGLY, AFTER
SUBSTANTIAL NEGOTIATIONS.
EXECUTIVE ALSO ACKNOWLEDGES THAT HE HAS SEVEN (7)
DAYS FOLLOWING HIS EXECUTION OF THIS AGREEMENT TO REVOKE HIS ACCEPTANCE OF THE
AGREEMENT, WITH THE AGREEMENT NOT BECOMING EFFECTIVE UNTIL THE REVOCATION PERIOD
HAS EXPIRED.
22.
NO REPRESENTATIONS.
THE PARTIES REPRESENT THAT THEY EACH HAVE HAD THE
OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AT THEIR OWN EXPENSE, AND HAVE
CAREFULLY READ AND UNDERSTAND THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS
AGREEMENT. NEITHER PARTY HAS RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE
BY THE OTHER PARTY HERETO WHICH ARE NOT SPECIFICALLY SET FORTH IN THIS
AGREEMENT.
23.
AMENDMENTS.
NEITHER THIS AGREEMENT NOR ANY TERM HEREOF MAY BE ORALLY
CHANGED, WAIVED, DISCHARGED, OR TERMINATED, AND MAY BE AMENDED ONLY BY A WRITTEN
AGREEMENT BETWEEN THE PARTIES HERETO.
24.
GOVERNING LAW AND