EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on May 14, 2008
(the “Effective Date”) by and between Zulu Energy Corp., a Colorado corporation,
with an office located at 000 X. Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000
(“Company”) and Xxxxxxxxx Xxxxxxxxx, an individual with an address of 0000 Xxxxx
Xxxxxx Xxxxx, #0000, Xxx Xxxxx, XX 00000 (“Deshpande”).
WHEREAS,
the Company desires to retain the services of Deshpande and Deshpande is willing
to be employed by the Company.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. Employment;
Term.
Deshpande is hereby employed and engaged to provide the Company with accounting
and financial services with such titles as the Company shall specify from time
to time, and Deshpande does hereby accept and agrees to such engagement and
employment. Xxxxxxxxx’x title at the commencement of the term shall be Chief
Financial Officer. The term of this Agreement shall be ongoing unless terminated
pursuant to Section 13 hereof; provided, that, the term shall not extend past
April 30, 2011 (the “Employment Term”).
2. Duties.
Xxxxxxxxx’x duties and responsibilities shall be related primarily to accounting
and financial services as the Company shall specify from time to time. Deshpande
shall have such authority, discretion, power and responsibility, and shall
be
entitled to office, secretarial and other facilities and conditions of
employment, as are customary or appropriate to his position. Deshpande shall
diligently and faithfully execute and perform such duties and responsibilities,
subject to the general supervision and control of the Company’s Chief Executive
Officer. Deshpande shall be responsible and report to the Company’s Chief
Executive Officer, or another officer(s) designated by the Company’s Board of
Directors. Deshpande shall devote his reasonable time, attention, energy, and
skill to the business and affairs of the Company and as shall be necessary
to
satisfy the duties of a full time accounting officer of the Company.. Deshpande
shall be permitted to engage in other business activities that do not directly
compete with the Company only as permitted below.
Nothing
in this Agreement shall preclude Deshpande from devoting reasonable periods
required for:
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(a)
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serving
as a director or member of a committee of any organization or corporation
involving no conflict of interest with the interests of the Company;
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(b)
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serving
as a panelist in his area of expertise (in areas other than in connection
with the business of the Company), on government or academic panels
where
it does not conflict with the interests of the Company; and
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(c)
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managing
his personal investments, including investing in a non-competing
business;
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provided
that such activities do not materially interfere with the regular performance
of
his duties and responsibilities under this Agreement as reasonably determined
in
good faith by the Company’s Chief Executive Officer.
3. Best
Efforts of Deshpande.
During
his employment hereunder, Deshpande shall, subject to the direction and
supervision of the Company’s Chief Executive Officer or another officer(s)
designated by the Company’s Board of Directors, use his best commercially
reasonable efforts, business judgment, skill, and knowledge to the advancement
of the Company’s interests and to the discharge of his duties and
responsibilities hereunder. Nothing herein shall be construed as preventing
Deshpande from investing his assets in any business, so long as his investments
do not conflict with the restrictions noted in Section 2.
4. Compensation
of Deshpande.
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(a)
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Base
Compensation.
As
compensation for the services provided by Deshpande under this Agreement,
the Company shall pay Deshpande an annual salary of One Hundred Fifty
Thousand Dollars ($150,000). The compensation of Deshpande under
this
Section shall be paid in accordance with the Company’s usual payroll
procedures.
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(b)
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Stock
Options.
Upon
execution of this Agreement by both the Company and Deshpande, the
Company
shall xxxxx Xxxxxxxxx options to purchase 1,000,000 shares of the
Company’s common stock with an exercise price equal to $1.00 per share.
The options will vest as follows: 500,000 shares on the date of grant;
and
500,000 shares on January 1, 2009; provided, however, that no options
may
be exercised until the Company’s stockholders approve an increase in the
Company’s authorized shares of common stock to at least 150,000,000
shares.
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In
the
event of a conflict between the above grant and either the shareholder approved
stock option plan or corresponding board resolution, the covenants of the
approved plan and board resolution take precedence.
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(c)
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Bonus.
In
addition to the base compensation in Section 4(a), Deshpande shall
be
eligible to receive an annual bonus determined by the Board of Directors
based on the performance of the Company and Deshpande.
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5. Benefits.
Deshpande shall also be entitled to participate in any and all Company benefit
plans, from time to time, in effect for employees of the Company, including,
but
not limited to, health, dental and vision insurance plans, and 401(k) plans
available to the Company’s senior management executives and their dependents.
Such participation shall be subject to the terms of the applicable plan
documents and generally applicable Company policies.
6. Vacation,
Sick Leave and Holidays.
Deshpande shall be entitled to four (4) weeks of paid vacation, with such
vacation to be scheduled and taken in accordance with the Company’s standard
vacation policies. Two (2) weeks of unused, accrued vacation can be carried
into
the next year. Remaining unused, accrued vacation time will be paid during
the
first quarter of the following year. In addition, Deshpande shall be entitled
to
such sick leave and holidays at full pay in accordance with the Company’s
policies established and in effect from time to time.
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7. Business
Expenses.
The
Company shall promptly reimburse Deshpande for all reasonable out-of-pocket
business expenses incurred in performing Xxxxxxxxx’x duties and responsibilities
hereunder in accordance with the Company’s policies, provided Deshpande promptly
furnishes to the Company adequate records of each such business expense. Such
expenses shall be reimbursed in accordance with the Company’s regular
reimbursement practices.
8. Location
of Xxxxxxxxx’x Activities.
Xxxxxxxxx’x principal place of business in the performance of his duties and
obligations under this Agreement shall be San Diego, California. The company
will bear the travel expense between San Diego, CA and any other location and
provide Deshpande with accommodations and meal reimbursement at such other
location.
9. Confidential
Information/Inventions.
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(a)
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Confidential
Information.
Deshpande
shall not, in any manner, for any reasons, either directly or indirectly,
divulge or communicate to any person, firm or corporation, any
confidential information concerning any matters not generally known
or
otherwise made public by Company which affects or relates to the
Company’s
business, finances, marketing and/or operations, research, development,
inventions, products, designs, plans, procedures, or other data
(collectively, “Confidential Information”) except in the ordinary course
of business, as necessary to joint venture partners or as required
by
applicable law for a period of one year. Without regard to whether
any
item of Confidential Information is deemed or considered confidential,
material, or important, the parties hereto stipulate that as between
them,
to the extent such item is not generally known in the oil and gas
industry, such item is important, material, and confidential and
affects
the successful conduct of the Company’s business and goodwill, and that
any breach of the terms of this Section 9 shall be a material and
incurable breach of this Agreement. Confidential Information shall
not
include: (i) information obtained or which became known to Deshpande
other
than through his employment by the Company; (ii) information in the
public
domain at the time of the disclosure of such information by Deshpande;
(iii) information that Deshpande can document was independently developed
by Deshpande; (iv) information that is disclosed by Deshpande with
the
prior written consent of the Company and (v) information that is
disclosed
by Deshpande as required by law, governmental regulation or court
order.
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(b)
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Documents.
Deshpande
further agrees that all documents and materials furnished to Deshpande
by
the Company and relating to the Company’s business or prospective business
are and shall remain the exclusive property of the Company. Deshpande
shall deliver all such documents and materials, not copied, to the
Company
upon demand therefore and in any event upon expiration or earlier
termination of this Agreement. Any payment of sums due and owing
to
Deshpande by the Company upon such expiration or earlier termination
shall
be conditioned upon returning all such documents and materials, and
Deshpande expressly authorizes the Company to withhold any payments
due
and owing pending return of such documents and materials.
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(c)
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Inventions.
All
ideas, inventions, and other developments or improvements conceived
or
reduced to practice by Deshpande, alone or with others, during the
Term of
this Agreement, during working hours, that are within the scope of
the
business of the Company or that relate to or result from any of
Xxxxxxxxx’x work or projects or the services provided by Deshpande to the
Company pursuant to this Agreement, shall be the exclusive property
of the
Company. Deshpande agrees to assist the Company, at the Company’s expense,
to obtain patents and copyrights on any such ideas, inventions, writings,
and other developments, and agrees to execute all documents necessary
to
obtain such patents and copyrights in the name of the Company. This
clause
excludes all intellectual property work initiated prior to the execution
of this agreement.
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(d)
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Disclosure.
During
the Term, Deshpande will promptly disclose to the Board of Directors
full
information concerning any interest, direct or indirect, of Deshpande
(as
owner, shareholder, partner, lender or other investor, director,
officer,
employee, consultant or otherwise) or any member of his immediate
family
in any business that is reasonably known to Employee to purchase
or
otherwise obtain services or products from, or to sell or otherwise
provide services or products to, the Company or to any of its suppliers
or
customers.
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10. Non-Compete.
Except
as expressly permitted herein, during the Term of this Agreement, Deshpande
shall not engage in any of the following competitive activities: (a) engaging
directly or indirectly in any business or activity substantially similar to
any
business or activity engaged in (or proposed to be engaged in) by the Company
in
North America; (b) engaging directly or indirectly in any business or activity
competitive with any business or activity engaged in (or proposed to be engaged
in) by the Company in Africa; (c) soliciting or taking away any employee, agent,
representative, contractor, supplier, vendor, customer, franchisee, lender
or
investor of the Company, or attempting to so solicit or take away; (d)
interfering with any contractual or other relationship between the Company
and
any employee, agent, representative, contractor, supplier, vendor, customer,
franchisee, lender or investor; or (e) using, for the benefit of any person
or
entity other than the Company, any Confidential Information of the Company.
The
foregoing covenant prohibiting competitive activities shall survive the
termination of this Agreement and shall extend, and shall remain enforceable
against Deshpande, for the period of the lesser of (6) six months or the
duration of termination pay as described in paragraph 13 below, following the
date this Agreement is terminated. In addition, during the one-year period
following such expiration or earlier termination, except as required by law,
neither Deshpande nor the Company shall make any negative statement of any
kind
concerning the Company or its affiliates, or their directors, officers or agents
or Deshpande.
11. Injunctive
Relief.
Deshpande acknowledges and agrees that the covenants and obligations of
Deshpande set forth in Sections 9 and 10 with respect to non-competition,
non-solicitation, confidentiality and the Company’s property relate to special,
unique and extraordinary matters and that a violation of any of the terms of
such covenants and obligations will cause the Company irreparable injury for
which adequate remedies are not available at law. Therefore, Deshpande agrees
that the Company shall be entitled to an injunction, restraining order or such
other equitable relief (without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or appropriate to restrain Deshpande
from committing any violation of the covenants and obligations referred to
in
this Section 11. These injunctive remedies are cumulative and in addition to
any
other rights and remedies the Company may have at law or in equity.
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12. Survival.
Deshpande agrees that the provisions of Sections 9, 10 and 11 shall survive
expiration or earlier termination of this Agreement for any reasons, whether
voluntary or involuntary, with or without cause, and shall remain in full force
and effect thereafter. Notwithstanding the foregoing, if this Agreement is
terminated upon the dissolution of the Company, the filing of a petition in
bankruptcy by the Company or upon an assignment for the benefit of creditors
of
the assets of the Company, Sections 9, 10 and 11 shall be of no further force
or
effect.
13. Termination.
Xxxxxxxxx’x employment with the Company will be “at will”, meaning that either
Xxxxxxxxx or the Company will be entitled to terminate your employment at any
time and for any reason, with or without cause, after thirty (30) days written
notice is given. Notwithstanding any other provisions hereof to the contrary,
Xxxxxxxxx’x employment hereunder shall terminate under the following
circumstances:
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(a)
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Voluntary
Termination by Deshpande.
Deshpande
shall have the right to voluntarily terminate this Agreement and
his
employment hereunder at any time during the Employment Term.
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(b)
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Voluntary
Termination by the Company.
The
Company shall have the right to voluntarily terminate this Agreement
and
Xxxxxxxxx’x employment hereunder at any time. If the Company initiates an
“at will” termination of Desphande’s employment as described above the
Company agrees to pay Deshpande a lump-sum separation fee at the
time of
termination equal to six (6) months salary plus benefits.
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(c)
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Termination
for Cause.
The
Company shall have the right to terminate this Agreement and Xxxxxxxxx’x
employment hereunder at any time for cause. For purposes of this
Agreement, the term “cause” for termination by the Company shall be (a) a
conviction of or plea of guilty or nolo
contendere by
Deshpande to a felony, or any crime involving fraud or embezzlement;
(b)
the refusal by Deshpande to perform his material duties and obligations
hereunder; (c) Xxxxxxxxx’x willful and intentional misconduct in the
performance of his material duties and obligations; or (d) if Deshpande
or
any member of his family makes any personal profit arising out of
or in
connection with a transaction to which the Company is a party or
with
which it is associated without making disclosure to and obtaining
the
prior written consent of the Board of Directors. The written notice
given
hereunder by the Company to Deshpande shall specify in reasonable
detail
the cause for termination. For purposes of this Agreement, “family” shall
mean Xxxxxxxxx’x spouse and/or children. In the case of a termination for
the causes described in (a) and (d) above, such termination shall
be
effective upon receipt of the written notice. In the case of the
causes
described in (b) and (c) above, such termination notice shall not
be
effective until ten (10) days after Xxxxxxxxx’x receipt of such notice,
during which time Deshpande shall have the right to respond to the
Company’s notice and cure the breach or other event giving rise to the
termination.
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(d)
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Event
of Sale, Merger or Change of Control.
In
the event of the sale, merger or change of control of the Company
during
the Employment Term, the Company or its successor(s) agree to immediately
vest all unvested stock options and offer you employment under the
terms
given above, for a period of at least (6) six months after the sale
or
merger closing date. If this extension is not given by the Company
or its
successor(s) and accepted by you, then the Company or its successor(s)
agree to pay to you a lump-sum separation fee equivalent to (6) six
months
of salary plus benefits. Employment “at will” provisions described above
cannot be applied by the Company from 120 days before the date of
the
agreement to sell or merge the Company to the closing date. If an
“at
will” action to terminate your employment is taken by the Company during
this time period, or if you are asked to voluntarily end your employment
by the Company during this time period, you will be entitled to immediate
vesting of all unvested stock and options and a lump-sum payment
of the
equivalent of your salary and benefits for (6) six months, to be
paid on
or before the sale or merger closing date.
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(e)
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Termination
Upon Death.
If
Deshpande dies during the Employment Term, this Agreement shall terminate,
except that Xxxxxxxxx’x legal representatives shall be entitled to receive
any earned but unpaid compensation or expense reimbursement due hereunder
through the date of death.
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(f)
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Termination
Upon Disability.
If,
during the Employment Term, Deshpande suffers and continues to suffer
from
a “Disability” (as defined below), then the Company may terminate this
Agreement by delivering to Deshpande 30 calendar days’ prior written
notice of termination based on such Disability, setting forth with
specificity the nature of such Disability and the determination of
Disability by the Company. For the purposes of this Agreement,
“Disability” means Xxxxxxxxx’x inability, with reasonable accommodation,
to substantially perform Xxxxxxxxx’x duties, services and obligations
under this Agreement due to physical or mental illness or other disability
for a continuous, uninterrupted period of 150 calendar days or two
hundred
and 180 days during any twelve month period. Upon any such termination
for
Disability, Deshpande shall be entitled to receive any earned but
unpaid
compensation or expense reimbursement due hereunder through the date
of
termination.
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(g)
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Effect
of Termination.
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(i)
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In
the event that this Agreement and Xxxxxxxxx’x employment is voluntarily
terminated by Deshpande pursuant to Section 13(a), or in the event
the
Company terminates this Agreement for cause pursuant to Section 13(c),
all
obligations of the Company and all duties, responsibilities and
obligations of Deshpande under this Agreement shall cease. Upon such
termination, the Company shall (i) pay Deshpande a cash lump sum
equal to
all accrued base salary through the date of termination plus all
accrued
vacation pay and bonuses, if any; and (ii) any common stock options
granted to Deshpande by the Company which have not vested pursuant
to
Section 4 hereof shall be terminated. Any common stock options granted
to
Deshpande by the Company pursuant to Section 4 that have vested at
time of
termination shall be exercisable for the life of the options.
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(ii)
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In
the event that this Agreement and Xxxxxxxxx’x employment is voluntarily
terminated by the Company pursuant to Section 13(b), all obligations
of
the Company and all duties, responsibilities and obligations of Deshpande
under this Agreement shall cease. Upon such termination, the Company
shall
pay Deshpande a cash lump sum equal to all accrued base salary through
the
date of termination plus all accrued vacation pay and bonuses, if
any;
(ii) the separation fee; and (iii) any common stock options granted
to
Deshpande by the Company pursuant to Section 4 hereof shall become
immediately vested and Deshpande shall have right of option exercise
for
the life of the options.
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(iii)
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In
the event this Agreement is terminated upon the death of Deshpande
pursuant to Sections 11(e), Xxxxxxxxx’x estate shall be entitled to all
cash compensation pursuant to Sections 4 and benefits pursuant to
section
5 for the period of 6 months after his death. Upon termination of
this
agreement as a result of death any common stock options granted to
Deshpande by the Company pursuant to Section 4 hereof shall become
immediately vested and Xxxxxxxxx’x estate shall have right of option
exercise for the life of the options. Payment will be made to Xxxxxxxxx’x
estate. In the event of a merger, consolidation, sale, or change
of
control, the Company’s rights hereunder shall be assigned to the surviving
or resulting company, which company shall then honor this Agreement
with
Deshpande and his estate.
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(iv)
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In
the event that this Agreement and Xxxxxxxxx’x employment is terminated by
disability pursuant to Section 11(f), all obligations of the Company
and
all duties, responsibilities and obligations of Deshpande under this
Agreement shall cease. Upon such termination, the Company shall pay
Deshpande a cash lump sum equal to all accrued base salary through
the
date of termination plus all accrued vacation pay and bonuses, if
any;
(ii) the separation fee; and (iii) any common stock options granted
to
Deshpande by the Company pursuant to Section 4 hereof shall become
immediately vested and Deshpande shall have right of option exercise
for
the life of the options.
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All
obligations of the Company to pay separation pay in this Agreement are subject
to the condition that Employee enter into a standard, full and complete release
and separation agreement confirming that he is not entitled to any additional
monies and that he will not bring any actions against the Company or its
affiliates for any reason.
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14. Resignation
as Officer.
In the
event that Xxxxxxxxx’x employment with the Company is terminated for any reason
whatsoever, Deshpande agrees to immediately resign as an Officer and/or Director
of the Company and any related entities. For the purposes of this Section 14,
the term the “Company” shall be deemed to include subsidiaries, parents, and
affiliates of the Company.
15. Governing
Law, Jurisdiction and Venue.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Colorado without giving effect to any applicable conflicts of law
provisions.
16. Independent
Legal Advice.
The
Company has obtained legal advice concerning this Agreement and has requested
that Deshpande obtain independent legal advice with respect to same before
executing this Agreement. Deshpande, in executing this Agreement, represents
and
warrants to the Company that he has been so advised to obtain independent legal
advice, and that prior to the execution of this Agreement he has so obtained
independent legal advice, or has, in his discretion, knowingly and willingly
elected not to do so.
17. Business
Opportunities.
During
the Employment Term Deshpande agrees to bring to the attention of the Company’s
Chief Executive Officer and the Company’s Board of Directors all written
business proposals that come to Xxxxxxxxx’x attention and all business or
investment opportunities of whatever nature that are created or devised by
Deshpande and that relate to areas in which the Company currently conducts
business or reasonably expects to conduct business.
18. Employee’s
Representations and Warranties.
Deshpande hereby represents and warrants that he is not under any contractual
obligation to any other company, entity or individual that would prohibit or
impede Deshpande from performing his duties and responsibilities under this
Agreement and that he is free to enter into and perform the duties and
responsibilities required by this Agreement.
19. Indemnification.
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(a)
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The
Company agrees that if Deshpande is made a party, or is threatened
to be
made a party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a “Proceeding”), by reason of the fact
that he is or was a director, officer or employee of the Company
or is or
was serving at the request of the Company as a director, officer,
member,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to employee
benefit plans, whether or not the basis of such Proceeding is Xxxxxxxxx’x
alleged action in an official capacity while serving as a director,
officer, member, employee or agent, Deshpande shall be indemnified
and
held harmless by the Company to the fullest extent permitted or authorized
by the Company’s certificate of incorporation or bylaws or, if greater, by
the laws of the State of Colorado, against all cost, expense, liability
and loss (including, without limitation, attorney’s fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be
paid in
settlement) reasonably incurred or suffered by Deshpande in connection
therewith, and such indemnification shall continue as to Deshpande
even if
he has ceased to be a director, member, employee or agent of the
Company
or other entity and shall inure to the benefit of Xxxxxxxxx’x heirs,
executors and administrators. The Company shall advance to Deshpande
to
the extent permitted by law all reasonable costs and expenses incurred
by
his in connection with a Proceeding within 20 days after receipt
by the
Company of a written request, with appropriate documentation, for
such
advance. Such request shall include an undertaking by Deshpande to
repay
the amount of such advance if it shall ultimately be determined that
he is
not entitled to be indemnified against such costs and expenses.
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(b)
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Neither
the failure of the Company (including its Board of Directors, independent
legal counsel or stockholders) to have made a determination prior
to the
commencement of any proceeding concerning payment of amounts claimed
by
Deshpande that indemnification of Deshpande is proper because he
has met
the applicable standard of conduct, nor a determination by the Company
(including its Board of Directors, independent legal counselor
stockholders) that Deshpande has not met such applicable standard
of
conduct, shall create a presumption that Deshpande has not met the
applicable standard of conduct.
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(c)
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The
Company agrees to continue and maintain a liability insurance policy
covering Deshpande to the extent the Company provides such coverage
for
its other executives and officers.
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(d)
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Promptly
after receipt by Deshpande of notice of any claim or the commencement
of
any action or proceeding with respect to which Deshpande is entitled
to
indemnity hereunder, Deshpande shall notify the Company in writing
of such
claim or the commencement of such action or proceeding, and the Company
shall (i) assume the defense of such action or proceeding, (ii) employ
counsel reasonably satisfactory to Deshpande, and (iii) pay the reasonable
fees and expenses of such counsel. Notwithstanding the preceding
sentence,
Deshpande shall be entitled to employ counsel separate from counsel
for
the Company and from any other party in such action if Deshpande
reasonably determines that a conflict of interest exists which makes
representation by counsel chosen by the Company not advisable. In
such
event, the reasonable fees and disbursements of such separate counsel
for
Deshpande shall be paid by the Company to the extent permitted by
law.
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(e)
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After
the termination of this Agreement and upon the request of Deshpande,
the
Company agrees to reimburse Deshpande for all reasonable travel,
legal and
other out-of-pocket expenses related to assisting the Company to
prepare
for or defend against any action, suit, proceeding or claim brought
or
threatened to be brought against the Company or to prepare for or
institute any action, suit, proceeding or claim to be brought or
threatened to be brought against a third party arising out of or
based
upon the transactions contemplated herein and in providing evidence,
producing documents or otherwise participating in any such action,
suit,
proceeding or claim. In the event Deshpande is required to appear
after
termination of this Agreement at a judicial or regulatory hearing
in
connection with Xxxxxxxxx’x employment hereunder, or Xxxxxxxxx’x role in
connection therewith, the Company agrees to pay Deshpande a sum,
to be
mutually agreed upon by Deshpande and the Company, a daily fee and
reasonable expenses for each day of his appearance and each day of
preparation therefor.
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20. Notices.
All
demands, notices, and other communications to be given hereunder, if any, shall
be in writing and shall be sufficient for all purposes if personally delivered,
sent by facsimile or sent by United States mail to the address below or such
other address or addresses as such party may hereafter designate in writing
to
the other party as herein provided.
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Company:
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Deshpande:
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0000
Xxxxx Xxxxxx Xxxxx
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000
X. Xxxx Xxxxxx
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#0000
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Xxxxxxxx,
XX 00000
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Xxx
Xxxxx, XX 00000
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21. Entire
Agreement; Miscellaneous Provisions.
This
Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement, whether oral or written. This
Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended, if the amendment is made in writing
and is signed by both parties. This Agreement is for the unique personal
services of Deshpande and is not assignable or delegable, in whole or in part,
by Deshpande. This Agreement may be assigned or delegated, in whole or in part,
by the Company and, in such case, shall be assumed by and become binding upon
the person, firm, company, corporation or business organization or entity to
which this Agreement is assigned, subject to the provisions of section 13 (d).
The headings contained in this Agreement are for reference only and shall not
in
any way affect the meaning or interpretation of this Agreement. If any provision
of this Agreement shall be held to be invalid or unenforceable for any reason,
the remaining provisions shall continue to be valid and enforceable. The failure
of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument and, in pleading or proving any provision of this Agreement,
it
shall not be necessary to produce more than one of such counterparts.
[Remainder
of page intentionally left blank.]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
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XXXXXXXXX
XXXXXXXXX
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By:
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/s/
XXXX XXXXXX
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/s/
XXXXXXXXX XXXXXXXXX
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Name:
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XXXX
XXXXXX
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Title:
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PRESIDENT
AND CEO
|
||
11
