AS SUCH
ASSIGNEE ASSUMES ALL OF RESO' OBLIGATIONS HEREUNDER.
15.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED
TO BE GIVEN UNDER THIS AGREEMENT SHALL BE SUFFICIENT IF IN WRITING AND SENT BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE FOLLOWING
ADDRESS:
To Executive:
Mr. Perry Johannesburg
P.O. Box 630504
Miami, Florida 33163
To RESO:
c/o WebSourced, Inc.
Attention: President
300 Perimeter Park Drive, Suite D
Morrisville, NC 27560
With a copy to:
CGI Holding Corporation
Attention: Chief Executive Officer
5 Revere Drive, Suite 510
Northbrook, IL 60062
or to such other address as either Executive, RESO or CGI may give to the other
from time to time by written notice in the manner set forth above.
16.
WAIVER OF BREACH.
ANY WAIVER BY RESO OR
EXECUTIVE OF A BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE OTHER PARTY
SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH BY THE
OTHER PARTY.
17.
CHOICE OF LAW, JURY WAIVER.
THIS AGREEMENT
SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF ILLINOIS, AND SHALL TAKE
EFFECT AS AN INSTRUMENT UNDER SEAL WITHIN ILLINOIS.
THE VALIDITY,
INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT, AND ANY AND ALL OTHER MATTERS
RELATING TO EXECUTIVE'S EMPLOYMENT AND SEPARATION OF EMPLOYMENT FROM RESO SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF ILLINOIS,
WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES. BOTH PARTIES AGREE THAT ANY
ACTION, DEMAND, CLAIM OR COUNTERCLAIM (JOINTLY "ACTION") RELATING TO
(I) EXECUTIVE'S EMPLOYMENT AND SEPARATION OF HIS EMPLOYMENT, AND (II) THE TERMS
AND PROVISIONS OF THIS AGREEMENT OR TO ITS BREACH, SHALL BE COMMENCED IN
ILLINOIS IN A COURT OF COMPETENT JURISDICTION. BOTH PARTIES FURTHER ACKNOWLEDGE
THAT VENUE SHALL EXCLUSIVELY LIE IN ILLINOIS AND THAT MATERIAL WITNESSES AND
DOCUMENTS WOULD BE LOCATED
7
IN ILLINOIS. BOTH PARTIES FURTHER AGREE THAT ANY ACTION SHALL BE TRIED BY A
JUDGE ALONE, AND BOTH PARTIES HEREBY WAIVE AND FOREVER RENOUNCE THE RIGHT TO A
TRIAL BEFORE A CIVIL JURY.
18.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS
THE ENTIRE AGREEMENT OF THE PARTIES REGARDING THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR OR CONTEMPORARY AGREEMENTS OR UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL WITH RESPECT THERETO.
THIS AGREEMENT MAY BE CHANGED ONLY BY AN
AGREEMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY WAIVER,
CHANGE, MODIFICATION, EXTENSION OR DISCHARGE IS SOUGHT. FAILURE TO INSIST UPON
STRICT COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT SHALL NOT BE DEEMED A
WAIVER OF SUCH PROVISION OR OF ANY OTHER PROVISION IN THE AGREEMENT.
19.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL
AND ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
EXECUTIVE:
REAL ESTATE SCHOOL ONLINE INC.
By:
/s/ Scott P. Mitchell
/s/ Perry Johannesburg