THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE EXECUTIVE AND HER HEIRS AND PERSONAL REPRESENTATIVES, AND SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS AND
THOSE WHO ARE ITS ASSIGNS UNDER SECTION 13.
18.
ENTIRE AGREEMENT; CONTENTS OF AGREEMENT.
(A)
THIS AGREEMENT SUPERSEDES ALL PRIOR
AGREEMENTS IN THEIR ENTIRETY, INCLUDING WITHOUT LIMITATION THE PRIOR EMPLOYMENT
AGREEMENT, EFFECTIVE AS OF APRIL 1, 2004, AND SETS FORTH THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND CANNOT BE CHANGED, MODIFIED, EXTENDED OR TERMINATED EXCEPT UPON WRITTEN
AMENDMENT EXECUTED BY THE EXECUTIVE AND APPROVED BY THE BOARD AND EXECUTED ON
BEHALF OF THE COMPANY BY A DULY AUTHORIZED OFFICER.
THE EXECUTIVE ACKNOWLEDGES
THAT THE EFFECT OF THIS PROVISION IS THAT NO ORAL MODIFICATIONS OF ANY NATURE
WHATSOEVER TO THIS AGREEMENT SHALL BE PERMITTED.
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(B)
THE EXECUTIVE ACKNOWLEDGES THAT FROM TIME TO
TIME, THE COMPANY MAY ESTABLISH, MAINTAIN AND DISTRIBUTE MANUALS OR HANDBOOKS OR
PERSONNEL POLICY MANUALS, AND OFFICERS OR OTHER REPRESENTATIVES OF THE COMPANY
MAY MAKE WRITTEN OR ORAL STATEMENTS RELATING TO PERSONNEL POLICIES AND
PROCEDURES.
SUCH MANUALS, HANDBOOKS AND STATEMENTS ARE INTENDED ONLY FOR
GENERAL GUIDANCE.
NO POLICIES, PROCEDURES OR STATEMENTS OF ANY NATURE BY OR ON
BEHALF OF THE COMPANY (WHETHER WRITTEN OR ORAL, AND WHETHER OR NOT CONTAINED IN
ANY MANUAL OR HANDBOOK OR PERSONNEL POLICY MANUAL), AND NO ACTS OR PRACTICES OF
ANY NATURE, SHALL BE CONSTRUED TO MODIFY THIS AGREEMENT OR TO CREATE EXPRESS OR
IMPLIED OBLIGATIONS OF ANY NATURE TO THE EXECUTIVE.
19.
HEADINGS.
THE HEADINGS IN THIS AGREEMENT
ARE SOLELY FOR THE CONVENIENCE OF REFERENCE AND SHALL BE GIVEN NO EFFECT IN THE
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
20.
COUNTERPARTS; GOVERNING LAW.
THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
IT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE RULES
GOVERNING THE CONFLICTS OF LAWS.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.
iPARTY CORP.
By:
/s/ PATRICK FARRELL
Name:
Patrick Farrell
Title:
President and Chief Financial Officer
/s/ DORICE DIONNE
Dorice Dionne
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