EMPLOYMENT AGREEMENT
AGREEMENT made as of the 31st day of December 2003, by and between
COVER-ALL TECHNOLOGIES INC., a Delaware corporation (the "Company"), having its
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principal office at 00-00 Xxxxxxx Xxxxx, Xxxx Xxxx, Xxx Xxxxxx 00000, and XXXX
XXXXXX, currently residing at 00 Xxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
(the "Executive").
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W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, pursuant to an employment agreement, dated January 25, 2001,
the Executive has served as the Chairman of the Board, President and Chief
Executive Officer of the Company; and
WHEREAS, the Company and the Executive desire that the Executive
continue to be employed by the Company as Chairman of the Board, President and
Chief Executive Officer of the Company, as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:
1. Employment. The Company, effective January 1, 2004, hereby
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agrees to continue to employ the Executive as Chairman of the Board, President
and Chief Executive Officer of the Company, and the Executive hereby accepts
such employment, all upon and subject to the terms and conditions hereinafter
set forth.
2. Term. The term of employment under this Agreement shall commence
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as of January 1, 2004 (the "Effective Date") and shall continue in full force
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and effect until December 31, 2006 (including any renewal periods hereof, the
"Employment Term"), subject to earlier termination as provided in Section 5
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hereof. This Agreement may be renewed by the consent of both parties for a
one-year period upon each party providing written notice of renewal to the other
provided such written notice is given on or before October 1, 2006.
3. Duties.
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(a) The Executive will render his services to the Company as
Chairman of the Board, President and Chief Executive Officer and shall perform
such duties and services of such office or position. The Company agrees to
nominate the Executive for re-election to the Board of Directors of the Company
(the "Board") as a member of the management slate at each annual meeting of
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stockholders during his employment hereunder at which the Executive's director
class comes up for election. The Executive agrees to serve on the Board if
elected. In addition, the Executive will hold such other offices and
directorships in the Company or any parent or subsidiary of the Company to
which, from time to time, he may be reasonably appointed or elected.
(b) Except as otherwise provided herein and except for
illness, permitted vacation periods and permitted leaves of absence consistent
with the past practice of the Company or as otherwise approved by the Board, the
Executive agrees that during the term of
his employment hereunder, he shall devote all of his full working time and
attention, and give his best effort, skill and abilities, exclusively to the
business and interests of the Company.
4. Compensation; Benefits.
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(a) Salary. In consideration of the services to be rendered
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by the Executive hereunder, including, without limitation, any services rendered
by him as an officer or director of the Company or any parent, subsidiary or
affiliate of the Company, the Company agrees to pay to the Executive, and the
Executive agrees to accept as compensation, an annual salary (the "Base Salary")
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of $300,000 for the period from the commencement of this Agreement to December
31, 2006, payable in equal bi-weekly installments in accordance with the
Company's normal payroll policies. If this Agreement is renewed under Section 2
hereof, the Executive's Base Salary for the period of renewal shall be no less
than the Executive's Base Salary as of the time of such renewal. The Company, by
action of the Board or the Compensation Committee of the Board, may in its sole
discretion increase the Base Salary at any time. The Executive's Base Salary
shall be subject to all applicable withholding and other taxes.
(b) Bonus. In addition to the payment of the Base Salary, as
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provided for hereunder, the Company shall pay the Executive an annual bonus
based upon the annual financial performance of the Company (the "Performance
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Bonus") in an amount equal to the product of the Performance Factor (as defined
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herein) and the Executive's Base Salary as in effect at that time; PROVIDED,
however, that if the amount of the Performance Bonus is in excess of the amount
of the Base Salary, then the Performance Bonus shall consist of (x) a cash
payment in an amount equal to the Base Salary (the "Maximum Cash Bonus") and (y)
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the grant of such number of shares of restricted stock in the Company (the
"Restricted Stock Shares") determined by dividing (A) the difference between the
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Performance Bonus and the Maximum Cash Bonus by (B) the price per share of the
Company's common stock, $.01 par value per share (the "Common Stock"), based on
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the closing sales price of shares of the Company's Common Stock on the last
business day of such year. All Restricted Stock Shares granted hereunder with
respect to any year during the Employment Term shall be subject to vesting in
2006 based on the performance of the Company, as set forth on Schedule A hereto.
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For the purposes hereof:
"Performance Factor" shall mean the sum of (a) the Growth Factor (as
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defined herein) and (b) the Profit Factor (as defined herein).
"Growth Factor" shall mean the product of (a) the fraction, the
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numerator of which shall be the actual revenues of the Company for such year,
and the denominator of which shall be the Targeted Revenues (as defined herein),
and (b) the Growth Weight (as defined herein).
"Profit Factor" shall mean the product of (a) the fraction, the
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numerator of which shall be the actual net earnings of the Company for such
year, and the denominator of which shall be the Targeted Profits (as defined
herein), and (b) the Profits Weight (as defined herein).
"Targeted Revenues" shall have the value set forth on Schedule A hereto.
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"Growth Weight" shall have the value set forth on Schedule A hereto.
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"Targeted Profits" shall have the value set forth on Schedule A hereto.
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"Profits Weight" shall have the value set forth on Schedule A hereto.
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For the purposes hereof, each of revenues, net earnings and Performance Bonus
shall be determined by and set forth in a certificate of the Company's Chief
Financial Officer, and shall be based upon the books and records of the Company
and calculated in accordance with generally accepted accounting principles
consistently applied. Such certificate shall be final and binding on the parties
hereto. The Executive's Performance Bonus, if any, shall be paid no later than
ten (10) days after the date of the filing by the Company with the Securities
and Exchange Commission of its audited financial statements in its Form 10-K
Annual Report.
(c) Equity Interests. Upon the commencement of his
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employment hereunder, the Company shall grant the Executive five-year options to
purchase 300,000 shares (the "Options") of the Company's Common Stock, granted
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at a price per share equal to the fair market value of such share as of the date
of grant, which will vest as to 150,000 shares on January 1, 2005, and as to
150,000 shares on January 1, 2006, all in accordance with and subject to the
terms and conditions set forth in a stock option agreement by and between the
Company and the Executive to be entered into concurrently herewith.
(d) Benefits. During the Employment Term, the Executive
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shall be entitled to the following benefits:
(i) twenty-eight (28) days of annual paid time off
("PTO") in accordance with the Company's PTO policy; and
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(ii) participation, subject to qualification and
participation requirements, in medical, life or other insurance or
hospitalization plans and any pension, profit sharing or other employee benefit
plans, presently in effect or hereafter instituted by the Company and applicable
to its officers and executive employees.
(e) Company Car. During the Employment Term, the Executive
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shall be entitled to the use of one Company automobile of the Executive's choice
for business purposes, which automobile's retail value shall not exceed $75,000.
In addition, the Company shall reimburse the Executive, upon the presentation of
appropriate receipts, for all maintenance and repair costs incurred by the
Executive in connection with the use of such automobile.
(f) Reimbursement of Expenses. The Executive shall be
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reimbursed for reasonable and necessary expenses incurred by the Executive in
performing his employment hereunder, provided such expenses are adequately
documented in accordance with the Companies policies.
5. Termination.
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(a) Disability. If the Executive, due to physical or mental
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injury, illness, disability or incapacity, shall fail to render the services
provided for in this Agreement for a consecutive period of three (3) months, or
an aggregate of three (3) months in any six (6) month period, the Company may,
at its option, terminate the Executive's employment hereunder upon
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thirty (30) days' written notice to the Executive. If the employment of the
Executive is terminated pursuant to this Section 5(a), the Company shall have no
further obligations to the Executive hereunder after the date of termination
other than the payment or provision, as applicable, to the Executive of (w) the
Base Salary accrued and unpaid and PTO accrued and unused through the date of
such termination and Base Salary payable in accordance with the Company's
payroll policies for a period of three (3) months following such termination,
(x) the pro rata portion of the bonus payment set forth in Section 4(b) hereof,
based upon the number of days the Executive was employed during the Company's
fiscal year for which such bonus is computed, to the extent the numerical
requirements are actually met for the fiscal year in question, which shall be
payable at the same time such bonus would have been paid under Section 4(b)
hereof, (y) the benefits set forth in Sections 4(d) and 4(e) hereof for a period
of three (3) months following such termination, and (z) any unreimbursed
business expenses of the Executive that are otherwise reimbursable hereunder.
Notwithstanding anything contained to the contrary in this Agreement or any
stock option agreement between the Company and the Executive, upon the date of
any termination pursuant to this Section 5(a), all stock options granted to
Executive shall immediately vest and remain exercisable until the earlier of the
twelve (12) month anniversary of the date of such termination and the expiration
of such options on the scheduled expiration dates set forth in the stock option
agreements related thereto. This provision shall not preclude the Executive from
claiming or obtaining such disability benefits to which he may be entitled
pursuant to any plan maintained by the Company for disability incurred during
the period of his employment by the Company.
(b) Death. If the Executive shall die during the term of
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this Agreement, this Agreement and the Executive's employment hereunder shall
terminate immediately upon the Executive's death. If the employment of the
Executive is terminated pursuant to this Section 5(b), the Company shall have no
further obligations to the Executive hereunder after the date of termination
other than the payment or provision, as applicable, to the Executive of (w) the
Base Salary accrued and unpaid and PTO accrued and unused through the date of
such termination and Base Salary payable in accordance with the Company's
payroll policies for a period of three (3) months following such death, (x) the
pro rata portion of the bonus payment set forth in Section 4(b) hereof, based
upon the number of days the Executive was employed during the Company's fiscal
year for which such bonus is computed, to the extent the numerical requirements
are actually met for the fiscal year in question, which shall be payable at the
same time such bonus would have been paid under Section 4(b) hereof, (y) the
benefits set forth in Sections 4(d) and 4(e) hereof for a period of three (3)
months following such termination, and (z) any unreimbursed business expenses of
the Executive that are otherwise reimbursable hereunder. Notwithstanding
anything contained to the contrary in this Agreement or any stock option
agreement between the Company and the Executive, upon the date of any
termination pursuant to this Section 5(b), all stock options granted to
Executive shall also immediately vest and remain exercisable until the earlier
of the twelve (12) month anniversary of the date of death and the expiration of
such options on the scheduled expiration dates set forth in the stock option
agreements related thereto.
(c) Cause. Notwithstanding anything to the contrary in this
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Agreement, the Company, upon receipt by the Executive of written notice from the
Company, may in good faith terminate this Agreement and the employment of the
Executive hereunder for Cause, which, for purposes of this Agreement, shall be
defined to mean (i) the continued and repeated failure or
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refusal by the Executive to perform specific material directives of the Board
which is not cured within a reasonable period of time not to exceed sixty (60)
days after receipt of written notice from the Company, (ii) embezzlement or any
offense involving misuse or misappropriation of money or other property of the
Company, (iii) conviction for a felony, (iv) any act of dishonesty that is
materially injurious to the Company, or (v) material breach by the Executive of
any of the terms of this Agreement other than those contained in this Section 5
which, if curable, has not been cured within ten (10) business days after such
written notice; provided, however, that in the event the Company intends to
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terminate the Executive's employment pursuant to clause (ii) or clause (iv)
above, then it shall first provide written notice to the Executive stating such
intent and shall provide documentation, if any, which the Company reasonably
believes supports its allegations to the Executive, and Executive shall be
afforded an opportunity to respond in writing or in person to such allegations
within ten (10) business days, and, provided, further, that thereafter, and upon
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its review and consideration of Executive's response, the Company may
immediately terminate the Executive for Cause. If the employment of the
Executive is terminated pursuant to this Section 5(c), (i) the Company shall
have no further obligations to the Executive hereunder after the date of
termination other than the payment to the Executive of (x) the Base Salary
accrued and unpaid and PTO accrued and unused through the date of such
termination and (y) any unreimbursed business expenses of the Executive that are
otherwise reimbursable hereunder, and (ii) the Company shall not be obligated to
make any bonus payments to the Executive pursuant to Section 4(b) hereof for the
year in which such termination occurs or to provide any of the benefits set
forth in Sections 4(d) and 4(e) of this Agreement after the date of such
termination, except as may be required by applicable law.
(d) Change of Control. In the event that at any time during
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the Employment Term there is a "Change of Control" (as hereinafter defined), (i)
the Executive shall, in the exercise of his sole discretion and upon the
provision of written notice to the Company within three (3) months after the
date of a Change of Control, be entitled to terminate his employment hereunder
as of the date of provision of such written notice, and (ii) all of the then
unvested Options shall automatically vest and become immediately exercisable,
notwithstanding any provision to the contrary in this Agreement or the stock
option agreement. Except as set forth in Section 6(a), if the employment of the
Executive is terminated pursuant to this Section 5(d), (i) the Company shall
have no further obligations to the Executive hereunder after the date of
termination other than the payment to the Executive of (x) the Base Salary
accrued and unpaid and PTO accrued and unused through the date of such
termination, (y) the pro rata portion of the bonus payment set forth in Section
4(b) hereof, based upon the number of days the Executive was employed during the
Company's fiscal year for which such bonus is computed, to the extent the
numerical requirements are actually met for the fiscal year in question, which
shall be payable at the same time such bonus would have been paid under Section
4(b) hereof, and (z) any unreimbursed business expenses of the Executive that
are otherwise reimbursable hereunder, and (ii) the Company shall not be
obligated to provide any of the benefits set forth in Section 4(d) of this
Agreement after the date of such termination, except as may be required by
applicable law.
As used herein, a "Change of Control" shall be deemed to have occurred if (i)
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any person (including any individual, firm, partnership or other entity)
together with all Affiliates and Associates (as defined under Rule 12b-2 of the
General Rules and Regulations promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of such person,
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but excluding (A) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, (B) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of the Company, or (C) the
Company or any subsidiary of the Company is or becomes the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% of more of the
combined voting power of the Company's then outstanding securities, such person
being hereinafter referred to as an Acquiring Person; (ii) individuals who, on
the date hereof, are Continuing Directors (as defined below) shall cease for any
reason to constitute a majority of the Board; (iii) the stockholders of the
Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 80% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (iv) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets. For purposes of this paragraph, the
term "Continuing Director" shall mean (1) any member of the Board, while such
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person is a member of the Board, who is a member of the Board on the date of
this Agreement, or (2) any person who subsequently becomes a member of the
Board, while such person is a member of the Board (excluding an Acquiring Person
or a representative of any Acquiring Person), if such person's nomination for
election or election to the Board is recommended or approved by a majority of
the Continuing Directors.
(e) By Executive. The Executive may voluntarily terminate this
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Agreement and the employment of the Executive hereunder at any time for any
reason by giving the Company six (6) months prior written notice to the Board.
The Board in its sole discretion shall determine whether to require that the
Executive perform the Executive's duties pursuant to this Agreement during the
notice period; provided, however, that for purposes of this Section 5(e), in any
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event the termination date shall be deemed to be the six (6) month anniversary
of the Executive's notice to the Company. If the employment of the Executive is
terminated pursuant to this Section 5(e), (i) the Company shall have no further
obligations to the Executive hereunder after the date of termination other than
the payment to the Executive of (x) the Base Salary accrued and unpaid and PTO
accrued and unused through the date of such termination and (y) any unreimbursed
business expenses of the Executive that are otherwise reimbursable hereunder,
and (ii) the Company shall not be obligated to make any bonus payments to the
Executive pursuant to Section 4(b) hereof for the year in which such termination
occurs or to provide any of the benefits set forth in Sections 4(d), 4(e) and
4(f) of this Agreement after the date of such termination, except as may be
required by applicable law.
6. Severance Compensation.
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(a) In the event the Executive's employment hereunder is
terminated by the Executive during the Employment Term in the event of a Change
of Control pursuant to Section 5(d), the Company shall provide to the Executive
as severance compensation an amount equal to twelve (12) months Base Salary as
in effect at that time, payable in equal bi-weekly
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installments in accordance with the Company's normal payroll policies, and
provide to the Executive the benefits set forth in Sections 4(d), 4(e) and 4(f)
for such twelve (12) month period.
(b) In the event the Executive's employment hereunder is
terminated by reason of the Company's decision not to renew this Agreement upon
the conclusion of the Employment Term ending on December 31, 2006, the Company
shall provide to the Executive as severance compensation an amount equal to six
(6) months Base Salary as in effect at that time, payable in equal bi-weekly
installments in accordance with the Company's normal payroll policies, and
provide to the Executive the benefits set forth in Sections 4(d), 4(e) and 4(f)
for such six (6) month period.
(c) In the event the Executive receives severance
compensation under this Section 6, the Executive shall not be entitled to
receive any other compensation or benefits under this Agreement after the
termination of the Executive's employment hereunder and, as a condition to
receiving such severance compensation, the Executive hereby agrees that he shall
have no other claim against the Company by reason of this Agreement other than
to enforce the terms of this Agreement.
7. Ownership of Intellectual Property.
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(a) The Executive recognizes and agrees that all copyrights,
trademarks or other intellectual property rights to created works arising in any
way from, or related to, the Executive's employment by the Company are the sole
and exclusive property of the Company, and Executive agrees to not assert any
rights to those works against the Company or any third-parties and agrees to
assist the Company in any way requested to procure or protect the Company's
rights to those works. (b) For purposes of this Section 7 and the following
Section 8, the term "Company" shall mean and include any and all subsidiaries,
parents and affiliated corporations or entities of the Company in existence from
time to time during the Employment Term.
8. Non-Disclosure of Confidential Information and Non-Competition.
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(a) The Executive represents that he has been informed that
it is the policy of the Company to maintain as secret and confidential all
information relating to (i) the computer software, products, processes and/or
business concepts used by the Company and (ii) the customers and employees of
the Company ("Confidential Information"), and the Executive further acknowledges
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that such Confidential Information is of great value to the Company and is the
property of the Company. The parties recognize that the services to be performed
by the Executive are special and unique, and that by reason of this employment
by the Company, he will acquire Confidential Information as aforesaid. The
parties confirm that to protect the Company's goodwill, it is reasonably
necessary that the Executive agree, and accordingly the Executive does hereby
agree, that he will not directly or indirectly (except where authorized by the
Board for the benefit of the Company or as required by law, or a court of
competent jurisdiction or subpoena):
A. at any time during his employment hereunder or
after he ceases to be employed by the Company, divulge to any persons, firms or
corporations other than the
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Company (hereinafter referred to collectively as "Third Parties"), or use, or
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cause to authorize any Third Parties to use, any such Confidential Information;
or
B. at any time during his employment hereunder and
for a period of six (6) months after he ceases to be employed by the Company
(the "Restricted Period"), solicit or cause or authorize, directly or
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indirectly, to be solicited for employment, for or on behalf of himself or Third
Parties, any persons who were at any time within six (6) months prior to the
cessation of his employment hereunder, employees of the Company; provided,
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however, that this paragraph B shall not apply to or include persons who respond
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to any general public advertisement or job posting; or
C. at any time during his employment hereunder and
during the Restricted Period, employ or cause or authorize, directly or
indirectly, to be employed, for or on behalf of himself or Third Parties, any
such employees of the Company; provided, however, that this paragraph C shall
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not apply to or include persons who respond to any general public advertisement
or job posting; or
D. at any time during his employment hereunder,
accept employment with or participate, directly or indirectly, as owner,
stockholder, director, officer, manager, consultant or agent or otherwise use
his special, unique or extraordinary skills or knowledge with respect to the
business of the Company or of any affiliate of the Company in or with any
business, firm, corporation, partnership, association, venture or other entity
or person which is engaged in the business of designing, developing or providing
software services to the property and casualty insurance industry, except that
this paragraph D shall not be construed to prohibit the Executive from owning up
to 5% of the securities of a corporation which are publicly traded on a national
securities exchange or in the over-the-counter market or from being employed by
an insurance or other company which may design and market software provided the
designing and marketing of software is not a predominant and principal part of
the business of such other company or concern; or
E. at any time during his employment hereunder,
solicit or cause or authorize, directly or indirectly, to be solicited, for or
on behalf of himself or Third Parties, any business with respect to designing,
developing or providing software services to the property and casualty insurance
industry from Third Parties who were, at any time within one (1) year prior to
the cessation of his employment hereunder, customers of the Company for such
business; or
F. at any time during his employment hereunder,
accept or cause or authorize, directly or indirectly, to be accepted, for or on
behalf of himself or Third Parties, any such business from any customers of the
Company.
(b) The Executive agrees that he will not, at any time,
remove from the Company's premises any confidential Company drawings, notebooks,
data and other documents and materials relating to the business and procedures
heretofore or hereafter acquired, developed and/or used by the Company without
prior written consent of the Board, except as reasonably necessary to the
discharge of his duties hereunder.
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(c) The Executive agrees that, upon the expiration of this
employment by the Company for any reason, he shall forthwith deliver up to the
Company any and all documents, books, manuals, lists, records, publications or
other materials, whether in written, electronic or other form, passwords, key,
credit cards, equipment or other articles that came into the Executive's
possession or under his control in connection with the Executive's employment by
the Company and to maintain no copies or duplicates without the prior written
approval of the Board.
(d) The Executive agrees that any breach or threatened
breach by him of any provision of this Section 8 shall entitle the Company, in
addition to any other legal remedies available to it, to apply to any court of
competent jurisdiction to enjoin such breach or threatened breach. The parties
understand and intend that each restriction agreed to by the Executive
hereinabove shall be construed as separable and divisible from every other
restriction, and that the unenforceability, in whole or in part, of any other
restriction, will not effect the enforceability of the remaining restrictions
and that one or more or all of such restrictions may be enforced in whole or in
part as the circumstances warrant. No waiver of any one breach of the
restrictions contained in this Section 8 shall be deemed a waiver of any future
breach.
(e) The Executive hereby acknowledges that he is fully
cognizant of the restrictions put upon him by this Section 8, and that the
provisions of this Section 8 shall survive the termination of this Agreement and
his employment with the Company.
9. Life Insurance. The Executive agrees that the Company may apply
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for and purchase one or more life insurance policies on the life of the
Executive in such amount or amounts as the Company deems appropriate. The
Company shall be the sole beneficiary of such insurance policy or policies and
the Executive hereby acknowledges that the Company has an insurable interest in
his life. The Executive agrees to cooperate with the Company in obtaining any
insurance on the life or on the disability of the Executive which the Company
may desire obtain for its own benefit and shall undergo such physical and other
examinations, and shall execute any consents or applications, which the Company
may reasonably request in connection with the issuance of one or more of such
insurance policies. The Company hereby agrees to cancel such life insurance
policy with respect to the Executive immediately upon the termination of his
employment hereunder.
10. Notices. All notices, requests, demands or other communications
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hereunder shall be deemed to have been given if delivered in writing personally
or by certified mail to each party at the address set forth below, or at such
other address as each party may designate in writing to the other:
If to the Company:
Cover-All Technologies Inc.
00-00 Xxxxxxx Xxxxx
Xxxx Xxxx, Xxx Xxxxxx 00000
Attention: Chairman
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With a copy to:
Xxxxx Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx, Esq.
If to the Executive:
Xxxx Xxxxxx
00 Xxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
11. Entire Agreement. This Agreement contains the entire
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understanding of the parties with respect to the subject matter hereof,
supersedes any prior agreement between the parties, and may not be changed or
terminated orally. No change, termination or attempted waiver of any of the
provisions hereof shall be binding unless in writing and signed by the party
against whom the same is sought to be enforced. No provision hereof shall be
construed against a party because that provision or any other provision was
drafted by or at the direction of such party.
12. Successors and Assigns. This Agreement shall be binding upon and
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shall inure to the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.
13. Severability. In the event that any one or more of the
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provisions of this Agreement shall be declared to be illegal or unenforceable
under any law, rule or regulation of any government having jurisdiction over the
parties hereto, such illegality or unenforceability shall not affect the
validity and enforceability of the other provisions of this Agreement.
14. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
15. Governing Law. All matters concerning the validity and
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interpretation of the performance under this Agreement shall be governed by the
laws of the State of New Jersey, whose courts or the federal courts located in
the District of New Jersey shall have exclusive jurisdiction over the parties to
which they consent.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COVER-ALL TECHNOLOGIES INC.
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: CFO
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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