Exhibit 10.1
EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this twelfth (12th) day of April, 2004, ("Effective Date") by and between MR3
Systems, Inc., a Delaware corporation, ("EMPLOYER" or "COMPANY) located at 000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and Xxxxxxx X. Xxx,
Ph.D. ("EMPLOYEE" or "EXECUTIVE") whose address is 0000 Xxxxx Xxxxxxxx Xxxxxx,
Xxxx, Xxxxxx 00000.
RECITALS
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WHEREAS, EMPLOYER requires the services of a Chief Executive Officer
("CEO") and member of its Board of Directors ("Director") who will have
responsibility for providing leadership and direction in the overall execution
of EMPLOYER's business plan; and
WHEREAS, EMPLOYEE warrants that he has the special skills, knowledge,
abilities and experience required for the position of Chief Executive Officer
and Director; and
WHEREAS, EMPLOYER desires to employ EMPLOYEE as its Chief Executive
Officer and Director subject to the terms and conditions of this Agreement; and
WHEREAS, EMPLOYEE wishes to be employed by EMPLOYER to serve as its
Chief Executive Officer and Director.
NOW, THEREFORE, in consideration of the recitals, covenants, conditions
and promises contained herein, the parties hereto agree as follows:
ARTICLE I
EMPLOYMENT AND DUTIES
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1.1 Employment. EMPLOYER hereby engages EMPLOYEE to serve in the capacity
of Chief Executive Officer and appoints EXECUTIVE as a member of the
Board of Directors of EMPLOYER, subject to annual director ratification
by COMPANY shareholders, and EMPLOYEE hereby accepts said employment
and appointment on the terms and conditions set forth in this
Agreement.
1.2 Duties. Those duties typically undertaken by a Chief Executive Officer
of a public EMPLOYER similar to the EMPLOYER in (i) size, (ii) current
stage of its development, and (iii) need to expand its operations,
resources and manpower. Executive management responsibility for all
areas of the EMPLOYER's business, working directly for the Board of
Directors.
1.3 Hours. EMPLOYEE shall devote his full time (excluding periods of
vacation or sick leave), attention and energies to the business of
EMPLOYER and shall not, during the term of this Agreement, be engaged
in any other full or part-time employment or other affiliation, which
will keep him from fulfilling his duties to EMPLOYER hereunder.
Notwithstanding anything to the contrary contained herein, nothing in
this Agreement shall be construed to prevent EMPLOYEE from (i) managing
his and his family's personal passive investments and (ii)
participating in charitable, civic, educational, professional,
community or industry affairs or serving on the board of directors of
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other companies (subject to the consent of the Board of Directors of
the COMPANY), provided that these activities do not materially
interfere with the performance of his duties hereunder or create a
potential business conflict or the appearance thereof.
1.4 Representation and Warranty of EMPLOYEE. EMPLOYEE represents and
warrants to EMPLOYER that performance of his duties will not violate
any agreements with, or trade secrets of, any other person or entity.
ARTICLE II
COMPENSATION
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2.1 Base Salary.
2.1.1 An annual salary equal to $108,000 per year, subject to a
review by the Board of Directors, on or before 6 months
subsequent to the Effective Date ("Initial Salary Review"), to
consider a salary increase.
2.1.2 After the Initial Salary Review, the EMPLOYEE's Base Salary
shall be subject to annual review by the Board of Directors
and may be increased, but not decreased, from time to time by
the Board; provided, however, that in the event there is a
reduction of compensation applicable to senior executives
generally, nothing herein shall preclude the Board's ability
to reduce the EXECUTIVE's Base Salary consistent with such
reduction. No increase to Base Salary shall be used to offset
or otherwise reduce any obligations of the COMPANY to the
EMPLOYEE hereunder or otherwise.
2.1.3 Said Base Salary shall be paid to EMPLOYEE semi-monthly in
accordance with EMPLOYER's payroll practices. All Salary shall
be subject to all appropriate and required payroll deductions.
2.2 Stock Options and Warrants. EMPLOYER grants to EMPLOYEE 5-year Stock
Options and Warrants, commencing as of the Effective Date, to purchase
the Common Stock of EMPLOYER ("Options" and "Warrants") at an exercise
price of $0.32 per share, vesting as follows:
2.2.1 Warrants equal to 1,500,000 Shares shall immediately vest upon
the execution of this Agreement, with an additional 3,500,016
Warrants to vest at the rate of 145,834 Shares per month for
the first 24 months of Term of this Agreement.
2.3 Bonus. The EXECUTIVE will be working with the Board of Directors of the
COMPANY to develop a bonus plan for the COMPANY. If the COMPANY decides
in its sole and absolute discretion to adopt any bonus plan or other
incentive compensation plan or program after the Effective Date, the
EXECUTIVE shall be entitled to participate in such bonus plan and other
incentive compensation plan and programs, subject to satisfying the
applicable eligibility requirements, at a level commensurate with the
EXECUTIVE's position.
2.4 Benefits. EMPLOYEE shall be entitled to the following fringe benefits:
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2.4.1 Vacation. During the Employment Term, the EMPLOYEE shall be
entitled to an annual paid vacation in accordance with the
COMPANY's policy applicable to senior executives, but in no
event less than four (4) weeks per calendar year (as prorated
for partial years), which vacation may be taken at such times
as the EMPLOYEE elects with due regard to the needs of the
COMPANY. Such vacation shall accrue to the extent not used,
from year to year, in accordance with the COMPANY's policies
applicable to senior executives.
2.4.2 Sick Days. EMPLOYEE shall be entitled to sick day benefits
accorded employees as established by the EMPLOYER personnel
policies.
2.4.3 Federal and State Holidays. EMPLOYEE shall be paid for federal
and state holidays in accordance with EMPLOYER'S holiday
policy.
2.4.4 Professional Association Dues, Subscriptions and Attendance at
Professional Association Meetings. EMPLOYER will pay for
professional association dues, subscriptions to professional
periodicals and payment for attendance at professional
association meetings as reasonably approved by the Board of
Directors as part of its annual budgeting process.
2.4.5 Additional Benefits. EMPLOYEE shall be entitled to such
additional benefits, including medical, disability and death,
and retirement benefits, bonuses or stock options in
accordance with any of those types of benefit plans when and
if adopted by EMPLOYER.
2.4.6 Automobile and Air Flight Allowance. EMPLOYEE shall be
entitled to an automobile allowance of $500 per month. He will
also be entitled to an air flight allowance of $250/month,
payable through December, 2004.
2.4.7 Health Insurance. EMPLOYER shall pay EMPLOYEE's reasonable
family health insurance premiums prior to EMPLOYER
establishing its own group plan.
2.4.8 Life Insurance. EMPLOYER shall purchase Term Life Insurance
Policy of $2,000,000 for the EMPLOYEE, with the beneficiaries
of the policy designated by the EMPLOYEE, provided that the
annual premium for such Insurance shall not exceed $4000 per
year.
ARTICLE III
TERM AND TERMINATION
--------------------
3.1 Initial Term. The term of this Agreement ("Initial Term") shall
commence on the Effective Date of this agreement ("Commencement Date"),
and shall continue in effect until April 12, 2007, unless sooner
terminated pursuant to the terms of this Agreement.
3.2 Automatic Renewal. Upon completion of the Initial Term, the Agreement
shall continue from month to month until terminated or until the
parties negotiate a new term.
3.3 Termination Without Cause. Neither party may terminate this Agreement,
without cause, at any time during the Initial Term.
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3.4 Termination For Cause. Notwithstanding any provision in this Agreement
to the contrary, EMPLOYER shall have the right to terminate this
Agreement and EMPLOYEE's employment hereunder for "cause". In the event
EMPLOYEE is terminated for "cause", termination shall be effective upon
sixty (60) days subsequent to written notice by EMPLOYER. For purposes
of this Agreement, "cause" shall be defined as:
3.4.1 Conviction of EMPLOYEE of a felony.
3.4.2 Conviction of EMPLOYEE of a misdemeanor of moral turpitude,
which affects EMPLOYEE's ability to perform his duties under
this Agreement.
3.4.3 EMPLOYEE's refusal to work for a period of two (2) weeks for
any reason other than authorized vacation days, sick days,
holidays, attendance at conventions/conferences, or the death
or disability of EMPLOYEE.
3.4.4 Willful malfeasance or gross negligence of EMPLOYEE.
3.4.5 Material refusal by EMPLOYEE to perform his duties, or his
substantial neglect of the duties assigned to him, provided
the refusal to follow a direction shall not be "cause" if the
EMPLOYEE in good faith believes that such direction and the
subsequent performance of his duties are not legal and
promptly notifies the Board of Directors in writing of such
belief.
3.4.6 Disloyal, dishonest or illegal conduct by EMPLOYEE.
3.4.7 Breach by EMPLOYEE of any other terms of this Agreement and
his failure to cure said breach within ten (10) calendar days.
3.5 Effect of Termination For Cause. Notwithstanding any provision of this
Agreement to the contrary, upon termination of this Agreement for
"cause", EMPLOYER shall pay EMPLOYEE for all vacation time accrued but
not used by EMPLOYEE prior to the Effective Date of Termination as
required by applicable State laws and regulations. Notwithstanding any
provision of this Agreement to the contrary, termination of EMPLOYEE's
employment pursuant to Section 3.4 shall result in immediate
termination of EMPLOYER's obligation to continue to pay for or provide
any of the following: (i) Base Salary (except to the extent that said
Salary has been earned and not yet paid) or (ii) Stock Options and
Warrants (except to the extent that said Stock Options and Warrants
have been earned but not yet issued).
3.6 Termination For Good Reason. Upon written notice by the EXECUTIVE to
the COMPANY of a termination for Good Reason. For purposes of this
Agreement, "Good Reason" shall mean, without the express written
consent of the EXECUTIVE, the occurrence of any of the following events
unless such events are fully corrected in all material respects by the
COMPANY within thirty (30) days following written notification by the
EXECUTIVE to the COMPANY that he intends to terminate his employment
hereunder for one of the reasons set forth below:
3.6.1 A material diminution or change ( except temporarily during
any period of Disability) in the EXECUTIVE's positions,
duties, responsibilities, authorities or titles or any
assignment to the EXECUTIVE of duties or responsibilities not
commensurate with the EXECUTIVE's position; and
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3.6.2 A reduction by the COMPANY in the EXECUTIVE's Base Salary
provided in Section 2.1 hereof (other than a reduction
permitted under Section 2.1.2 hereof); and
3.6.3 A material breach by the COMPANY of any provisions of any
agreement with the EXECUTIVE, including, but not limited to,
this Agreement.
3.6.4 Any change in control of the Company occurring without the
written consent of EXECUTIVE. For purposes of this section
3.6.4, a change in control shall occur (i) when any "person"
as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Act") (other than the
COMPANY, any trustee or other fiduciary holding securities
under any employee benefit plan of the COMPANY or any company
owned, directly or indirectly, by the stockholders of the
COMPANY in substantially the same proportions as their
ownership of Common Stock of the COMPANY), becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the COMPANY
representing fifty percent (50%) or more of the combined
voting power of the COMPANY's then outstanding securities in
the election of directors; or (ii) when a majority of the
Board of Directors of the Company are individuals not approved
by the EXECUTIVE.
3.7 Effect of Termination For Good Reason. If the EXECUTIVE's employment
with the COMPANY is terminated by the EXECUTIVE for Good Reason, the
COMPANY shall pay or provide the EXECUTIVE with:
3.7.1 All Accrued Benefits.
3.7.2 A lump sum cash payment equal to one-and-one-half (1-1/2)
times the EXECUTIVE's Base Salary in effect on the date
immediately preceding the Termination.
3.7.3 A lump sum cash payment equal to one-and-one-half (1-1/2)
times the EXECUTIVE's highest annual bonus paid or payable to
the EXECUTIVE at any time prior to the Termination.
3.7.4 Full vesting and immediate authorization to exercise any
outstanding Stock Options, Warrants, and other equity awards
(and lapse of any forfeiture provisions) to the extent
permitted under the Stock Option and Warrants plan or grant as
outlined in Section 2.2.
3.7.5 One-and-one-half (1-1/2) times the amount of the maximum
COMPANY contribution or match (assuming maximum elective
deferrals by the EXECUTIVE) to any defined contribution type
plan in which the EXECUTIVE participates.
3.7.6 Continued participation in all health or welfare plans which
cover the EXECUTIVE (and eligible dependents), including,
without limitation, medical, dental and disability coverage
upon the same terms and conditions (except for the
requirements of the EXECUTIVE's continued employment) in
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effect on the date of termination until
one-and-one-half(1/1/2) years after the date of termination;
provided, however, to the extent that the EXECUTIVE incurs tax
that the EXECUTIVE would not have incurred as an active
employee as a result of the aforementioned coverage or the
benefits provided thereunder, the EXECUTIVE shall receive from
the COMPANY an additional payment so that the EXECUTIVE will
have no additional cost for receiving such items or any
additional payment.
3.7.7 In the event the EXECUTIVE obtains other employment that
offers substantially similar or improved benefits, as to any
particular health or welfare plan, the continuation of
coverage by the COMPANY for such similar or improved benefit
under such plan under Section 2.4.7 and outlined in this
Section 3.7 shall immediately cease. To the extent such
coverage cannot be provided under the COMPANY's health plans
without jeopardizing the tax status of such plans, for
underwriting reasons or because of the tax impact on the
EXECUTIVE, the COMPANY shall pay the EXECUTUVE an amount such
that the EXECUTIVE can purchase such benefits separately at no
greater after tax cost to him than he would have had if the
benefits were provided to him as an employee.
3.8 Treatment of Excise Tax Associated with COMPANY Payments to EXECUTIVE.
In the event any payment that is either received by the EXECUTIVE or
paid by the COMPANY on his behalf or any property, or any other benefit
provided to him under this Agreement or under any other benefit and
bonus plan, arrangement or agreement with the COMPANY or any other
person whose payments or benefits are treated as contingent on a Change
In Control or Change In Ownership of the COMPANY (or in the ownership
of a substantial portion of the assets of the COMPANY) or any person
affiliated with the COMPANY or such person (but only if such payment or
other benefit is in connection with the EXECUTIVE's employment by the
COMPANY) (collectively the "COMPANY Payments"), will be subject to the
tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code") and any similar tax that may
hereafter be imposed by any taxing authority, the amounts of any
COMPANY Payments shall be automatically reduced to an amount one dollar
less than an amount that would subject the EXECUTIVE to the Excise Tax;
provided, however, that the reduction shall occur only if the reduced
COMPANY Payments received by the EXECUTIVE (after taking into account
further reductions for applicable federal, state and local income,
social security and other taxes) would be greater than the unreduced
COMPANY Payments to be received by the EXECUTIVE minus (i) the Excise
Tax payable with respect to such COMPANY Payments and (ii) all
applicable federal, state and local income, social security and other
taxes on such COMPANY Payments.
3.8.1 For purposes of determining whether any of the COMPANY
Payments will be subject to the Excise Tax and the amount of
such Excise Tax, (i) the COMPANY Payments shall be treated as
"parachute payments" within the meaning of Section 280G(b)(2)
of the Code, and all "parachute payments" in excess of the
"base amount" (as defined under Section 280G(b)(3) of the
Code) shall be treated as subject to the Excise Tax, unless
and except to the extent that, in the opinion of the COMPANY's
independent certified public accountants appointed prior to
any Termination or tax counsel selected by such accountants or
the COMPANY (the "Accountants"), such COMPANY Payments (in
whole or in part) either do not constitute "parachute
payments," represent reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4) of
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the Code in excess of the "base amount" or are otherwise not
subject to the Excise Tax, and (ii) the value of any non-cash
benefits or any deferred payment or benefit shall be
determined by the Accountants in accordance with the
principles of Section 280G of the Code. In the event that the
Accountants are serving as accountant or auditor for the
individual, entity or group effecting the Change In Control,
the EXECUTIVE may appoint another nationally recognized
accounting firm to make the determinations hereunder (which
accounting firm shall then be referred to as the "Accountants"
hereunder). All determinations hereunder shall be made by the
Accountants, which shall provide detailed supporting
calculations both to the COMPANY and EXECUTIVE at such time as
it is requested by the COMPANY or EXECUTIVE. If the
Accountants determine that payments under this Agreement must
be reduced pursuant to this Section, they shall furnish
EXECUTIVE with a written opinion to such effect. The
determination of the Accountants shall be binding upon the
COMPANY and EXECUTIVE.
3.8.2 For purposes of making the calculation hereunder, the
EXECUTIVE shall be deemed to pay U.S. federal income taxes at
the highest marginal rate of U.S. federal income taxation in
the calendar year in which the COMPANY Payments are to be made
and state and local income taxes at the highest marginal rate
of taxation in the state and locality of the EXECUTIVE's
residence for the calendar year in which the COMPANY Payments
are to be made, net of the maximum reduction in U.S. federal
income taxes which could be obtained from deduction of such
state and local taxes if paid in such year.
3.8.3 The COMPANY shall be responsible for all charges of the
Accountant.
ARTICLE IV
DISABILITY OR DEATH
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4.1 If EMPLOYEE shall at any time be incapacitated or prevented by illness,
injury, accident or circumstances beyond his control ("incapacity")
from discharging his duties pursuant to this Agreement for a total of
120 days or more in any 24 consecutive calendar months, EMPLOYER may
then by notice in writing to EMPLOYEE given at any time so long as the
incapacity shall continue after said 120 days: (i) discontinue payment
in whole or in part of EMPLOYEE's base salary on and from such date as
may be specified in the notice until the incapacity shall cease; or
(ii) whether or not payment shall have already been discontinued as the
foresaid, terminate this Agreement forthwith on such date as may be
specified in the notice. Subject to the foregoing, EMPLOYEE's base
salary shall, notwithstanding the incapacity, continue to be paid to
EMPLOYEE in accordance with the provisions with this Agreement with
respect to the period of incapacity prior to such discontinuance or
termination.
ARTICLE V
EXPENSES
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5.1 EMPLOYEE shall be entitled to reimbursement for those ordinary and
necessary expenses incurred in performance of his duties hereunder in
accordance with EMPLOYER's standard policy for reimbursement of
business expenses for its executives. Payment for any other expenses
shall be subject to the prior written approval of the Board of
Directors of EMPLOYER.
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ARTICLE VI
CONFIDENTIALITY
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6.1 EMPLOYEE agrees to enter into the form of Confidentiality Agreement
attached hereto as Exhibit A and made a part hereof.
ARTICLE VII
NON-COMPETITION
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7.1 Competition with the COMPANY. Except as provided for in Section 7.2
hereof, until termination of his employment and for a period of 6
months commencing on the date of termination, the EMPLOYEE, directly or
indirectly, in association with or as a stockholder, director, officer,
consultant, employee, partner, joint venturer, member or otherwise of
or through any person, firm, corporation partnership, association or
other entity, will not compete with the EMPLOYER or any of its
affiliates in the offer, sale or marketing of products or services that
are competitive with the products or services offered by the EMPLOYER,
within any metropolitan area in the United States or elsewhere in which
the EMPLOYER is then engaged in the offer and sale of competitive
products or services. Additionally, the foregoing shall not prevent
EMPLOYEE from accepting employment with an enterprise engaged in two or
more lines of business, one of which is the same or similar to the
EMPLOYER's business (the "Prohibited Business"), if EMPLOYEE's
employment is totally unrelated to the Prohibited Business.
7.2 Solicitation of Customers. During the periods in which the provisions
of Section 7.1 shall be in effect, the EMPLOYEE, directly or
indirectly, will not seek Prohibited Business from any Customer (as
defined below) on behalf of any enterprise or business other than the
EMPLOYER, refer Prohibited Business from any customer to any enterprise
or business other than the EMPLOYER or receive commissions based on
sales or otherwise relating to the Prohibited Business from any
Customer, or any enterprise or business other than the EMPLOYER. For
purposes of this Section 7.2, the term "Customer" means any person,
firm, corporation, partnership, association or other entity to which
the EMPLOYER or any of its affiliates sold or provided goods or
services during the 12-month period prior to the time at which any
determination is required to be made as to whether any such person,
firm, corporation, partnership, association or other entity is a
Customer.
7.3 No Payment. The EMPLOYEE acknowledges and agrees that no separate or
additional payment will be required to be made to him in consideration
of his undertakings in this Section 7.
ARTICLE VIII
SOLICITATION OF EMPLOYEES
-------------------------
8.1 EMPLOYEE agrees that during his employment and for a period of two
years thereafter, he will not, directly or indirectly, individually or
on behalf of another, solicit or induce EMPLOYER's employees, agents or
consultants to terminate their relationship with EMPLOYER in order to
accept employment, an agency or a consultancy with EMPLOYEE or another
person or entity.
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ARTICLE IX
CONFIDENTIAL INFORMATION OF OTHERS
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9.1 EMPLOYEE warrants that he is not covered by any restrictive covenant
with another EMPLOYER that would preclude him from performing his
duties hereunder. EMPLOYEE agrees that in performing such duties for
EMPLOYER, he will not use or otherwise divulge confidential or
proprietary information, or trade secrets obtained from a former
employer.
ARTICLE X
NOTICES
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10.1 All notices required to be given hereunder shall be in writing and
shall be deemed delivered if personally delivered or dispatched by
certified or registered mail, return receipt requested, postage
prepaid, addressed to the parties as follows:
EMPLOYER and COMPANY: 000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
EMPLOYEE and EXECUTIVE: 0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxx, XX 00000
10.2 Notice shall be deemed given on the date it is delivered if delivered
personally, and on the date of the return receipt if dispatched by
certified or registered mail, return receipt requested. Any party may
change the address to which to send notices by notifying the other
party of such change of address in writing.
ARTICLE XI
SEVERABILITY
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11.1 Any terms or provisions of this Agreement, which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate
any other term or provision herein and such remaining terms and
provisions shall remain in full force and effect.
ARTICLE XII
GOVERNING LAW AND DISPUTE RESOLUTION
------------------------------------
12.1 The existence, validity and construction of this Agreement shall be
governed by the laws of the State of California.
12.2 Dispute Resolution via Arbitration. Any dispute or controversy arising
under or in connection with this Agreement, after failing to be settled
through good faith discussion between the EMPLOYER and EMPLOYEE, shall
be settled exclusively by arbitration, conducted before a panel of
three (3) arbitrators in the State of California in accordance with the
National Rules for the Resolution of Employment Disputes of the
American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction;
provided, however, that (i) the EXECUTIVE shall be entitled to seek
specific performance of his right to be paid until the date of
termination during the pendency of any dispute or controversy arising
under or in connection with this Agreement; and (ii) the COMPANY shall
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be entitled to seek specific performance as specified in Section 12 of
this Agreement. The parties agree that they are entitled in any
arbitration proceeding to the entry of an order, by a court of
competent jurisdiction pursuant to an opinion of the arbitrator, for
specific performance of any of the requirements of this Agreement.
ARTICLE XIII
ASSIGNMENT
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13.1 Neither party shall assign this Agreement without the prior written
consent of the other. This Agreement shall be binding on the parties
and their respective successors and assigns.
ARTICLE XIV
WAIVER
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14.1 No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver
or similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which is not expressly set forth
in this Agreement.
ARTICLE XV
CAPTION AND HEADINGS
--------------------
15.1 The captions and headings throughout this Agreement are for convenience
of reference only and shall in no way be held or deemed to be a part of
or affect the interpretation of this Agreement.
ARTICLE XVI
ATTORNEYS FEES
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16.1 In the event that there is any controversy or claim arising out of or
relating to this Agreement, or to the interpretation, breach or
enforcement thereof, and any action or proceeding, is commenced to
enforce the provisions of this Agreement, the prevailing party shall be
entitled to an award by the court of reasonable attorneys' fees, costs
and expenses.
ARTICLE XVII
COOPERATION
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17.1 Both parties to this Agreement agree to use their best efforts to
cooperate with one another in good faith.
ARTICLE XVIII
NO THIRD PARTY BENEFICIARIES
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18.1 Nothing in this Agreement, expressed or implied, is intended or shall
be construed to confer upon any person, firm or corporation other than
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the parties hereto and their respective successors or assigns, any
remedy or claim under or by reason of this Agreement or any term,
covenant or condition hereof, as third party beneficiaries or
otherwise, and all of the terms, covenants and conditions hereof shall
be for the sole and exclusive benefit of the parties hereto and their
successors and assigns.
ARTICLE XIX
ENTIRE AGREEMENT
----------------
19.1 This Agreement states the entire contract between the parties with
respect to the subject matter of this Agreement and supersedes any oral
or written proposals, statements, discussions, negotiations, or other
agreements before or contemporaneous to this Agreement. The parties
acknowledge that they have not been induced to enter into this
Agreement by any oral or written representations or statements not
expressly contained in this Agreement. This Agreement may be modified
only by mutual agreement of the parties provided that, before any
modification shall be operative or valid, it be reduced to writing and
signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
that day and year, set forth hereinabove.
EMPLOYER and COMPANY
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MR3 SYSTEMS, INC.
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By: /s/ XXXXXXX X. XXXX
---------------------------------
Xxxxxxx X. Xxxx, Chairman
EMPLOYEE and EXECUTIVE
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By: /s/ XXXXXXX X. XXX, PH.D.
--------------------------------
Xxxxxxx X. Xxx, Ph.D.
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