OUT OF EMPLOYEE'S BREACH OF ANY PORTION OF THIS
AGREEMENT, WHETHER OR NOT SUCH BREACH RESULTS IN LITIGATION OR OTHER FORMAL
PROCEEDINGS.
18.
MISCELLANEOUS.
(A)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS EACH OF WHICH IS AN ORIGINAL.
THIS AGREEMENT AND ANY COUNTERPART
SO EXECUTED SHALL BE DEEMED TO BE ONE AND THE SAME INSTRUMENT.
IT SHALL NOT BE
NECESSARY IN MAKING PROOF OF THIS AGREEMENT OR ANY COUNTERPART HEREOF TO PRODUCE
OR ACCOUNT FOR ANY OF THE OTHER COUNTERPARTS.
(B)
CONTENTS OF AGREEMENT; PARTIES IN INTEREST, ETC.
THIS AGREEMENT
SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES.
ANY PREVIOUS AGREEMENTS OR
UNDERSTANDINGS BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF ARE
MERGED INTO AND SUPERSEDED BY THIS AGREEMENT.
IF THERE ARE ANY INCONSISTENCIES
BETWEEN THE TERMS OF THIS AGREEMENT AND THE COMPANY'S EMPLOYEE HANDBOOK, THIS
AGREEMENT SHALL CONTROL.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS, TERMS,
CONDITIONS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY THE RESPECTIVE HEIRS, LEGAL
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS OF THE COMPANY AND EMPLOYEE.
NEITHER THIS AGREEMENT NOR ANY RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER MAY BE
ASSIGNED BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY
HERETO.
(C)
TEXAS LAW TO GOVERN.
THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
11
STATE OF TEXAS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
EACH PARTY
IRREVOCABLY (A) CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL
AND STATE COURTS LOCATED IN TARRANT COUNTY, STATE OF TEXAS, IN ANY ACTION
ARISING UNDER OR RELATING TO THIS AGREEMENT, AND (B) WAIVES ANY JURISDICTIONAL
DEFENSES (INCLUDING PERSONAL JURISDICTION AND VENUE) TO ANY SUCH ACTION.
(D)
SECTION HEADINGS.
THE SECTION HEADINGS HEREIN HAVE BEEN INSERTED
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL IN NO WAY MODIFY OR RESTRICT ANY OF
THE TERMS OR PROVISIONS HEREOF.
(E)
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
WHICH ARE REQUIRED OR PERMITTED HEREUNDER SHALL BE SUFFICIENT IF GIVEN IN
WRITING AND DELIVERED PERSONALLY OR BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, OR BY FACSIMILE
TRANSMISSION (WITH A COPY SIMULTANEOUSLY SENT BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID), AS FOLLOWS (OR TO SUCH OTHER ADDRESS AS SHALL BE SET FORTH IN
A NOTICE GIVEN IN THE SAME MANNER):
(1)
If to the Company, to:
Information Intellect, Inc.
Attention: Robert Lincoln
477 Madison Avenue
12th Floor, Suite 1200
New York, NY 10022
(2)
If to Employee, to:
Francis E. Wilde
All such notices shall be deemed to have been received on the date of delivery.
(F)
LOCATION OF EMPLOYMENT.
THE LOCATION OF EMPLOYMENT OF EMPLOYEE
SHALL BE THE STATE OF TEXAS.
THIS AGREEMENT WILL NOT REQUIRE RELOCATION UNLESS
MUTUALLY AGREED UPON BY THE COMPANY AND EMPLOYEE.
(G)
MODIFICATION AND WAIVER.
ANY OF THE TERMS OR CONDITIONS OF THIS
AGREEMENT MAY BE WAIVED IN WRITING AT ANY TIME BY THE PARTY WHICH IS ENTITLED TO
THE