COUNSEL OF THE EMPLOYER; (II) SUCH ACTIVITIES DO
NOT COMPETE OR CONFLICT WITH THE BUSINESS OF THE EMPLOYER OR CREATE A PERSONAL
CONFLICT OF INTEREST TO EXECUTIVE AND (III) SUCH VENTURE OR INVESTMENT DOES NOT
TRANSACT ANY BUSINESS WITH THE EMPLOYER WITHOUT PRIOR DISCLOSURE TO, AND
APPROVAL BY, THE BOARD.
(B)
EXECUTIVE REPRESENTS TO THE EMPLOYER THAT THERE ARE NO
RESTRICTIONS OR AGREEMENTS TO WHICH HE IS A PARTY WHICH WOULD BE VIOLATED BY HIS
EXECUTION OF THIS AGREEMENT AND HIS EMPLOYMENT HEREUNDER.
(C)
NO PROVISIONS OF THIS AGREEMENT MAY BE AMENDED, MODIFIED, OR
WAIVED UNLESS SUCH AMENDMENT OR MODIFICATION IS AGREED TO IN WRITING SIGNED BY
EXECUTIVE AND BY A DULY AUTHORIZED OFFICER OF THE PARENT, AND SUCH WAIVER IS SET
FORTH IN WRITING AND SIGNED BY THE PARTY TO BE CHARGED.
NO WAIVER BY ANY PARTY
HERETO AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF ANY CONDITION OR
PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY SHALL BE DEEMED
A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY
PRIOR OR SUBSEQUENT TIME.
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE BEEN MADE BY
EITHER PARTY WHICH ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
THE
RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER OF THIS AGREEMENT
SHALL SURVIVE EXECUTIVE'S TERMINATION OF EMPLOYMENT AND THE TERMINATION OF THIS
AGREEMENT TO THE EXTENT NECESSARY FOR THE INTENDED PRESERVATION OF SUCH RIGHTS
AND OBLIGATIONS.
(D)
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CONFLICTS OF LAW PRINCIPLES.
7
(E)
EXCEPT AS PROVIDED IN PARAGRAPH 6(G) OF THIS AGREEMENT, ANY
DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
BE SETTLED BY BINDING ARBITRATION IN NIAGARA FALLS, NEW YORK IN ACCORDANCE WITH
THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT UPON THE AWARD
RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF NEW YORK.
THE PARTIES AGREE THAT THE ONLY REMEDIES
AVAILABLE TO EXECUTIVE UNDER THIS AGREEMENT ARE THOSE THAT ARE SET FORTH IN
PARAGRAPH 5 AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD ANY OTHER
DAMAGES, INCLUDING, WITHOUT LIMITATION, PUNITIVE AND/OR COMPENSATORY DAMAGES.
(F)
FOR THE PURPOSES OF THIS AGREEMENT, NOTICES, DEMANDS AND ALL
OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED EITHER PERSONALLY OR BY
UNITED STATES CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED AS FOLLOWS:
If to Executive:
If to the Parent:
310 4th Street
P.O. Box 77
Niagara Falls, New York (Seneca Nation Territory) 14303
Attn:
President and Chief Executive Officer of Seneca Gaming Corporation
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except