PERIOD.
THE AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE
EXPIRATION OF THAT SEVEN (7) DAY PERIOD.
13.
CONSULTATION WITH LEGAL COUNSEL.
EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN
ADVISED TO CONSULT WITH INDEPENDENT LEGAL COUNSEL OF HIS CHOOSING REGARDING THE
MEANING AND BINDING EFFECT OF THIS AGREEMENT AND EACH AND EVERY TERM HEREOF
PRIOR TO EXECUTING IT.
EMPLOYER HEREBY AGREES TO PAY EMPLOYEE'S LEGAL COUNSEL
DIRECTLY FOR THE ATTORNEYS' FEES AND COSTS SO INCURRED IN CONNECTION WITH THE
NEGOTIATION AND PREPARATION OF THIS AGREEMENT, SUCH AMOUNT TO
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be paid within one (1) business day of the execution of this Agreement.
Employee hereby certifies and warrants that he had read carefully this Agreement
and has executed it voluntarily and with full knowledge and understanding of its
significance, meaning and binding effect.
14.
REPRESENTATIONS AND WARRANTIES OF ENFORCEABILITY.
EMPLOYEE HEREBY
REPRESENTS AND WARRANTS TO THE EMPLOYER THAT UPON THE EXECUTION AND DELIVERY OF
THIS AGREEMENT BY THE EMPLOYER AND THE EXPIRATION OF THE SEVEN (7) DAY
REVOCATION PERIOD DESCRIBED IN SECTION 12 ABOVE, THIS AGREEMENT WILL BE THE
VALID AND BINDING OBLIGATION OF EMPLOYEE, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS.
EMPLOYER HEREBY REPRESENTS AND WARRANTS TO THE EMPLOYEE THAT THE
EXECUTION AND DELIVERY BY EMPLOYER OF THIS AGREEMENT AND THE PERFORMANCE BY
EMPLOYER OF ITS OBLIGATIONS HEREUNDER HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE
CORPORATE BOARD AND ANY OTHER REQUIRED ACTION AND, UPON THE EXECUTION AND
DELIVER OF THIS AGREEMENT BY THE EMPLOYEE AND THE EXPIRATION OF THE SEVEN (7)
DAY REVOCATION PERIOD DESCRIBED IN SECTION 12 ABOVE, THIS AGREEMENT WILL BE THE
VALID AND BINDING OBLIGATION OF EMPLOYER, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS.
15.
NON-ADMISSION.
EMPLOYEE AND EMPLOYER AGREE AND ACKNOWLEDGE THAT THE
AGREEMENT BETWEEN THEM IS NOT AND SHALL NOT BE CONSTRUED TO BE AN ADMISSION OF
ANY VIOLATION OF ANY FEDERAL, STATE OR LOCAL STATUTE, ORDINANCE OR REGULATION,
OR OF ANY DUTY OWED BY ONE TO THE OTHER AND THAT THIS AGREEMENT AND THEIR
EXECUTION OF THIS AGREEMENT ARE MADE VOLUNTARILY TO BRING AN AMICABLE CONCLUSION
OF EMPLOYEE IS EMPLOYMENT RELATIONSHIP WITH EMPLOYER.
16.
PREVIOUS AGREEMENTS. EMPLOYEE HEREBY ACKNOWLEDGES HIS EXECUTION OF THE
ASSIGNMENT OF RIGHTS AGREEMENT DATED NOVEMBER 3, 1992 AND DATA SECURITY AND DATA
CONFIDENTIALITY AGREEMENT DATED JANUARY 12, 1996 SIGNED PREVIOUSLY BY EMPLOYEE
AND REAFFIRMS HIS OBLIGATIONS THEREUNDER.
17.
INTEGRATION.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT CONTAINS
THE ENTIRE UNDERSTANDING OF THE PARTIES AND SUPERSEDES ALL VERBAL AND WRITTEN
AGREEMENTS, AND THERE ARE NO OTHER AGREEMENTS, REPRESENTATIONS OR WARRANTIES
BETWEEN THE PARTIES NOT REFERENCED OR SET FORTH IN THIS AGREEMENT.
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18.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE
SAME AGREEMENT.
EACH PARTY SHALL EXECUTE THIS AGREEMENT TWICE AND EACH PARTY
SHALL RETAIN AN ORIGINAL.
IN WITNESS WHEREOF, the parties have executed this Agreement.
/s/ David J. Brailer
David J. Brailer, M.D., Ph.D
Date: 6/24/2003
CARESCIENCE, INC.
By:
/s/ Robb L. Tretter