person or
at his address as listed in the Company's payroll records.
8.2
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE
LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT
ANY OTHER PROVISION OR ANY OTHER JURISDICTION, BUT THIS AGREEMENT WILL BE
REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID,
ILLEGAL OR UNENFORCEABLE PROVISIONS HAD NEVER BEEN CONTAINED HEREIN.
8.3
WAIVER.
IF EITHER PARTY SHOULD WAIVE ANY BREACH OF ANY PROVISIONS
OF THIS AGREEMENT, HE OR IT SHALL NOT THEREBY BE DEEMED TO HAVE WAIVED ANY
PRECEDING OR SUCCEEDING BREACH OF THE SAME OR ANY OTHER PROVISION OF THIS
AGREEMENT.
8.4
COMPLETE AGREEMENT.
THIS AGREEMENT, INCLUDING EXHIBIT A,
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY AND IT IS THE
COMPLETE, FINAL, AND EXCLUSIVE EMBODIMENT
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of their agreement with regard to this subject matter.
It is entered into
without reliance on any promise or representation other than those expressly
contained herein.
8.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, ANY ONE OF WHICH NEED NOT CONTAIN SIGNATURES OF MORE THAN ONE
PARTY, BUT ALL OF WHICH TAKEN TOGETHER WILL CONSTITUTE ONE AND THE SAME
AGREEMENT.
8.6
HEADINGS.
THE HEADINGS OF THE ARTICLES AND SECTIONS HEREOF ARE
INSERTED FOR CONVENIENCE ONLY AND SHALL NEITHER BE DEEMED TO CONSTITUTE A PART
HEREOF NOR TO AFFECT THE MEANING THEREOF.
8.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS INTENDED TO BIND AND
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE AND THE COMPANY, AND
THEIR RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS,
EXCEPT THAT EXECUTIVE MAY NOT DELEGATE ANY OF HIS DUTIES HEREUNDER AND HE MAY
NOT ASSIGN ANY OF HIS RIGHTS HEREUNDER WITHOUT THE WRITTEN CONSENT OF THE
COMPANY, WHICH CONSENT SHALL NOT BE WITHHELD UNREASONABLY.
8.8
ATTORNEYS' FEES.
IF EITHER PARTY HERETO BRINGS ANY ACTION TO
ENFORCE HIS OR ITS RIGHTS HEREUNDER, THE PREVAILING PARTY IN ANY SUCH ACTION
SHALL BE ENTITLED TO RECOVER HIS OR ITS REASONABLE ATTORNEYS' FEES AND COSTS
INCURRED IN CONNECTION WITH SUCH ACTION.
8.9
CHOICE OF LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY
AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF
MINNESOTA.
8.10
CONSTRUCTION OF PLAN.
IN THE EVENT OF A CONFLICT BETWEEN THE TEXT
OF THE AGREEMENT AND ANY SUMMARY, DESCRIPTION OR OTHER INFORMATION REGARDING THE
AGREEMENT, THE TEXT OF THE AGREEMENT SHALL CONTROL.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
written above.
ZAMBA CORPORATION,
a Delaware corporation
PAUL MCLEAN
Executive
By:
/s/ Michael H. Carrel
/s/ Paul McLean
Name: Michael H. Carrel
Title: CFO
Exhibit A: Employee Agreement and Release
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EXHIBIT A
EMPLOYEE AGREEMENT AND RELEASE
I understand and agree completely to the terms set forth in the foregoing