THIS
AGREEMENT ARE SUBMITTED TO REFORM THE OTHERWISE UNENFORCEABLE COVENANT IN
ACCORDANCE WITH THIS SECTION 14.
15.
HEADINGS, GENDER, ETC.
THE HEADINGS USED IN THIS AGREEMENT HAVE
BEEN INSERTED FOR CONVENIENCE AND DO NOT CONSTITUTE MATTER TO BE CONSTRUED OR
INTERPRETED IN CONNECTION WITH THIS AGREEMENT.
UNLESS THE CONTEXT OF THIS
AGREEMENT OTHERWISE REQUIRES, (I) WORDS OF ANY GENDER SHALL BE DEEMED TO INCLUDE
EACH OTHER GENDER; (II) WORDS USING THE SINGULAR OR PLURAL NUMBER SHALL ALSO
INCLUDE THE PLURAL OR SINGULAR NUMBER, RESPECTIVELY; AND (III) THE TERMS
"HEREOF," "HEREIN," "HEREBY," "HERETO," AND DERIVATIVE OR SIMILAR WORDS SHALL
REFER TO THIS ENTIRE AGREEMENT.
16.
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH WITHOUT GIVING EFFECT TO ANY
PRINCIPLE OF CONFLICT OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF
ANY OTHER JURISDICTION.
17.
VENUE.
THE VENUE FOR ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL BE ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN SALT LAKE CITY, UTAH.
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18.
SURVIVAL.
EXECUTIVE'S TERMINATION FROM EMPLOYMENT AND/OR THE
TERMINATION OF THIS AGREEMENT, FOR WHATEVER REASON, SHALL NOT REDUCE OR
TERMINATE EXECUTIVE'S COVENANTS AND AGREEMENTS SET FORTH HEREIN AND ALL SUCH
COVENANTS, INCLUDING THOSE CONTAINED IN SECTIONS 7, 8, 9, 10, & 12 SHALL SURVIVE
THE TERMINATION OF THIS AGREEMENT.
19.
NOTICES.
ANY NOTICE NECESSARY UNDER THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE CONSIDERED DELIVERED THREE DAYS AFTER MAILING IF SENT
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR WHEN RECEIVED, IF SENT BY TELECOPY,
PREPAID COURIER, EXPRESS MAIL OR PERSONAL DELIVERY TO THE FOLLOWING ADDRESSES:
If to the Company:
Investools Inc.
If to Executive:
Ida K. Kane
20.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE STOCK OPTION AGREEMENT
CONTAIN THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES, AND
SUPERSEDES ANY OTHER AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY, WHETHER ORAL
OR IN WRITING, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY
ONLY BE MODIFIED PURSUANT TO SECTION 24.
21.
NO WAIVER.
THE FOREBEARANCE OR FAILURE OF ONE OF THE PARTIES
HERETO TO INSIST UPON STRICT COMPLIANCE BY THE OTHER WITH ANY PROVISIONS OF THIS
AGREEMENT, WHETHER CONTINUING OR NOT, SHALL NOT BE CONSTRUED AS A WAIVER OF ANY
RIGHTS OR PRIVILEGES HEREUNDER.
NO WAIVER OF ANY RIGHT OR PRIVILEGE OF A PARTY
ARISING FROM ANY DEFAULT OR FAILURE HEREUNDER OF PERFORMANCE BY THE OTHER SHALL
AFFECT SUCH PARTY'S RIGHTS OR PRIVILEGES IN THE EVENT OF A FURTHER DEFAULT OR
FAILURE OF PERFORMANCE.
22.
ASSIGNMENT.
This Agreement is personal to Executive and may not be
assigned in any way by Executive without the prior written consent of the
Company.
This Agreement shall be assignable or delegable by the Company.
The
rights and obligations under this Agreement shall inure to the benefit of and
shall be binding upon the heirs, legatees, administrators and personal
representatives of Executive and upon the successors, representatives and
assigns of the Company.
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23.
BINDING