TO SECTION 7(D), SHOULD ANY PROVISION OF THIS
AGREEMENT FOR ANY REASON BE DECLARED INVALID, VOID, OR UNENFORCEABLE BY A COURT
OF COMPETENT JURISDICTION, THE VALIDITY AND BINDING EFFECT OF ANY REMAINING
PORTION WILL NOT BE AFFECTED, AND THE REMAINING PORTIONS OF THIS AGREEMENT WILL
REMAIN IN FULL FORCE AND EFFECT AS IF THIS AGREEMENT HAD BEEN EXECUTED WITH SAID
PROVISION ELIMINATED.
15.
NO WAIVER.
THE FAILURE OF A PARTY TO INSIST UPON STRICT ADHERENCE TO ANY
TERM OF THIS AGREEMENT ON ANY OCCASION SHALL NOT BE CONSIDERED A WAIVER OF SUCH
PARTY'S RIGHTS OR DEPRIVE SUCH PARTY OF THE RIGHT THEREAFTER TO INSIST UPON
STRICT ADHERENCE TO THAT TERM OR ANY OTHER TERM OF THIS AGREEMENT.
16.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEPT WHERE OTHER
AGREEMENTS ARE SPECIFICALLY NOTED, ADOPTED, OR INCORPORATED BY REFERENCE.
THIS
AGREEMENT OTHERWISE SUPERSEDES ANY AND ALL OTHER AGREEMENTS, EITHER ORAL OR IN
WRITING, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE EMPLOYMENT OF EXECUTIVE
BY COMPANY, AND ALL SUCH AGREEMENTS SHALL BE VOID AND OF NO EFFECT.
EACH PARTY
TO THIS AGREEMENT ACKNOWLEDGES THAT NO REPRESENTATIONS, INDUCEMENTS, PROMISES,
OR AGREEMENTS, ORAL OR OTHERWISE, HAVE BEEN MADE BY ANY PARTY, OR ANYONE ACTING
ON BEHALF OF ANY PARTY, WHICH ARE NOT EMBODIED HEREIN, AND THAT NO OTHER
AGREEMENT, STATEMENT, OR PROMISE NOT CONTAINED IN THIS AGREEMENT WILL BE VALID
OR BINDING.
17.
MODIFICATION.
THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED BY ORAL
AGREEMENT, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE COMPANY AND
EXECUTIVE.
18.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS, EACH OF WHICH
SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO AND
HERETO WERE UPON THE SAME INSTRUMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below.
By:
MEDecision, Inc.
Date:
6-17-2008
Its:
/s/ Carl E. Smith, CFO
Date:
6-17-2008
/s/ David St. Clair
DAVID ST. CLAIR
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