TO ANY RELATED SUBJECT MATTER,
EXCLUDING THE NONCOMPETITION AGREEMENT AND THE NON-DISCLOSURE AGREEMENT WHICH,
PURSUANT TO SECTION 8, ARE INCORPORATED HEREIN BY REFERENCE AND SHALL CONTINUE
IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR TERMS.
12.
ASSIGNMENT; SUCCESSORS AND ASSIGNS, ETC. NEITHER THE EMPLOYER NOR
THE EXECUTIVE MAY MAKE ANY ASSIGNMENT OF THIS AGREEMENT OR ANY INTEREST HEREIN,
BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY; PROVIDED THAT THE EMPLOYER WILL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT
TO ITS AFFILIATES, SUCCESSORS AND ASSIGNS AND THE EXECUTIVE DOES HEREBY
EXPRESSLY CONSENT TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT FOR THE
BENEFIT OF THE EMPLOYER OR ANY AFFILIATE, SUCCESSOR AND ASSIGN TO WHOSE EMPLOY
THE EXECUTIVE MAY BE TRANSFERRED WITHOUT THE NECESSITY THAT THIS AGREEMENT BE
RESIGNED AT THE TIME OF SUCH TRANSFER. THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE EMPLOYER AND THE EXECUTIVE, THEIR RESPECTIVE
SUCCESSORS, EXECUTORS, ADMINISTRATORS, HEIRS AND PERMITTED ASSIGNS.
13.
ENFORCEABILITY. IF ANY PORTION OR PROVISION OF THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ANY PORTION OR PROVISION OF ANY SECTION OF THIS
AGREEMENT) SHALL TO ANY EXTENT BE DECLARED ILLEGAL OR UNENFORCEABLE BY A COURT
OF COMPETENT JURISDICTION, THEN THE REMAINDER OF THIS AGREEMENT, OR THE
APPLICATION OF SUCH PORTION OR PROVISION IN CIRCUMSTANCES OTHER THAN THOSE AS
6
TO WHICH IT IS SO DECLARED ILLEGAL OR UNENFORCEABLE, SHALL NOT BE AFFECTED
THEREBY, AND EACH PORTION AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND
ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
14.
WAIVER. NO WAIVER OF ANY PROVISION HEREOF SHALL BE EFFECTIVE
UNLESS MADE IN WRITING AND SIGNED BY THE WAIVING PARTY. THE FAILURE OF ANY PARTY
TO REQUIRE THE PERFORMANCE OF ANY TERM OR OBLIGATION OF THIS AGREEMENT, OR THE
WAIVER BY ANY PARTY OF ANY BREACH OF THIS AGREEMENT, SHALL NOT PREVENT ANY
SUBSEQUENT ENFORCEMENT OF SUCH TERM OR OBLIGATION OR BE DEEMED A WAIVER OF ANY
SUBSEQUENT BREACH.
15.
NOTICES. ANY NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
PROVIDED FOR BY THIS AGREEMENT SHALL BE SUFFICIENT IF IN WRITING AND DELIVERED
IN PERSON OR SENT BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE OR BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE
EXECUTIVE AT THE LAST ADDRESS THE EXECUTIVE HAS FILED IN WRITING WITH THE
EMPLOYER OR, IN THE CASE OF THE EMPLOYER, AT ITS MAIN OFFICES, ATTENTION OF THE
CHIEF EXECUTIVE OFFICER, AND SHALL BE EFFECTIVE ON THE DATE OF DELIVERY IN
PERSON OR BY COURIER OR THREE (3) DAYS AFTER THE DATE MAILED.
16.
AMENDMENT. THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY A
WRITTEN INSTRUMENT SIGNED BY THE EXECUTIVE AND BY A DULY AUTHORIZED
REPRESENTATIVE OF THE EMPLOYER.
17.
GOVERNING LAW. THIS IS A MASSACHUSETTS CONTRACT AND SHALL BE
CONSTRUED UNDER AND BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES OF
SUCH COMMONWEALTH. WITH RESPECT TO