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Exhibit 10.23
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of May 12, 1998, by and
between XXXXX XXXXXXX (the "Employee") and ZAI*NET SOFTWARE, L.P., a Delaware
limited partnership (the "Company") with reference to the following facts. Any
capitalized terms not otherwise defined herein shall have the respective
definitions as set forth in the Amended and Restated Limited Partnership
Agreement, dated as of the date hereof (the "Partnership Agreement").
WHEREAS, the Company desires to employ Employee as the President and
Employee desires to be so employed on the terms and conditions hereinafter set
forth;
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter contained the parties hereby agree as follows:
1. Employment.
1.1 Position and Duties. Employee shall be employed as the President
of the Company upon the terms and provisions set forth in this Agreement.
Employee hereby accepts such employment on the terms and conditions set forth
herein. Employee agrees to devote his full time and best efforts, skills and
abilities to the business and affairs of the Company; provided, however, that
the foregoing shall not limit Employee from performing charitable activities,
managing personal passive investments or serving on the board of directors of
another entity to the extent that such outside activities do not in any material
way detract from Employee's performance of his duties hereunder and are in
compliance with Employee's Covenant Not to Compete dated as of even date
herewith. Employee shall perform all duties and have all responsibilities
consistent with the officer position indicated above as specified by the
Management Committee of the Company, provided that such duties and
responsibilities are commensurate with Employee's title, function and position.
Employee shall perform his duties principally at the Company's headquarters
located in New York City (where Employee shall be based); provided, however,
Employee acknowledges that he will be required to travel in the ordinary course
of the Company's business as the reasonable needs of the Company shall require.
Notwithstanding the foregoing, the Company shall not relocate Employee from New
York City without Employee's consent.
1.2 Reporting. Employee shall report to the Management Committee of
the Company.
2. Term. The term of this Agreement ("Term") shall commence as of the
date hereof and continue in full force and effect until three (3) years from the
date hereof, unless sooner terminated pursuant to the provisions of this
Agreement.
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3. Compensation and Benefits.
3.1 Base Salary. As compensation for the services to be performed by
Employee during the Term, the Company shall pay Employee a base salary of One
Hundred Fifty Thousand Dollars ($150,000), per annum, payable in accordance with
the Company's payroll practices in effect from time to time, but not less often
than monthly (as such amount may be increased by the Management Committee
pursuant to periodic reviews in accordance with Section 3.3 below, the "Base
Salary"). Base Salary shall be payable in substantially equal installments and
reduced on a pro-rata basis for any fraction of a year or month during which
Employee is not so employed.
3.2 Bonus. During the Term, Employee shall be eligible to participate
in the Company's annual profit sharing plan for its key employees (the "Annual
Plan"), in accordance with the terms thereof as in effect from time to time. Any
such bonus earned by Employee shall be paid annually not later than thirty (30)
days after completion of the Company's annual fiscal year audit or, upon mutual
agreement of the parties, in another fashion, subject to Employee being employed
by the Company upon the date of payment of any such bonus.
3.3 Periodic Review. The Management Committee shall review Employee's
compensation not less frequently then every twelve (12) months. Following such
review, the Management Committee may, in its discretion, increase (but not
decrease) Employee's compensation (including, in the discretion of the
Management Committee, Employee's Base Salary) for the unexpired portion of the
Term.
3.4 Reimbursements. Employee shall be reimbursed for all reasonable
travel, entertainment and other reasonable business expenses incurred by
Employee in the performance of his duties hereunder, including expenses incurred
in connection with Employee's use of a cellular phone, a pager and a dedicated
home telephone line used for Company business. The Company shall reimburse
Employee upon presentation to the Company of receipts and an itemized accounting
of such expenses in accordance with the Company's reimbursement policy which is
provided to Employee in writing.
3.5 Deductions and Withholding of Taxes. There shall be deducted or
withheld from any amounts payable to Employee for all federal, state, city or
other taxes required by applicable law to be so withheld or deducted, standard
Employee deductions (e.g., social security and state disability insurance) and
any other amounts authorized for deduction by Employee or required by law.
3.6 Additional Benefits. Employee shall be entitled to receive other
benefits in accordance with the Company's then-current benefits policies for
senior executives of the Company, including, without limitation, the following:
(i) long term disability and life insurance plans for Employee, (ii) health,
hospitalization and major medical insurance plans, and (iii) benefits similar to
those described in clause (ii) for Employee and Employee's wife and children.
Employee shall be entitled to an automobile allowance of up to $350 per month
for the purchase or lease of an automobile. In addition
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thereto, Employee shall be entitled to reimbursement (i) for magazine,
periodicals and other professional journals up to an aggregate of One Thousand
Dollars ($1,000) per year and (ii) membership in the University of Pennsylvania
Club not to exceed One Thousand Two Hundred Dollars ($1,200) per year.
4. Vacation. Employee shall be entitled to four (4) weeks of paid
vacation in each calendar year. Employee shall be entitled to have accrued no
more than five (5) weeks unused vacation at any given time; any unused vacation
time in excess of such amount shall be cancelled.
5. Termination of Employment. Except as otherwise provided herein,
Employee's employment and all rights of Employee hereunder shall terminate upon
the termination of this Agreement, and neither Employee nor his successors will
have any rights hereunder, except with respect to compensation earned by and
payable to Employee hereunder prior to the effective date of such termination
and except with respect to any rights or monies vested in Employee's 401(k) plan
or other benefit plans in which Employee was participating at the time of such
effective date (collectively, "Earned and Vested Benefits"). This Agreement and
the employment of Employee shall terminate only upon the occurrence of any of
the following events effective upon the satisfaction of the specified conditions
and the expiration of any notice periods after the delivery of any required
notices.
5.1 Mutual Agreement. The Company and Employee may mutually agree in
writing to the termination of this Agreement, including the extent of the
continuation of rights and obligations of the Company and Employee.
5.2 Termination for Cause. The Company may terminate this Agreement
for "Cause", as defined below, at any time such Cause exists, by written notice
to the Employee. In the event the Company elects to terminate Employee for
Cause, the Management Committee of the Company shall send written notice to
Employee terminating such employment, indicating the basis for such termination
and specifying the termination date. "Cause" for termination of this Agreement
by the Company shall mean any of the following acts or circumstances of
Employee: (i) willful destruction of Company property having a material value to
the Company; (ii) fraud, embezzlement, theft, or comparable dishonest activity
(excluding acts involving a de minimis dollar value and not related to the
Company); (iii) conviction of or entering a plea of guilty or nolo contendere to
any crime constituting a felony or any misdemeanor involving fraud, dishonesty
or moral turpitude (excluding acts involving a de minimis dollar value and not
related to the Company); (iv) breach, neglect, refusal, or failure to materially
discharge the duties under this Agreement commensurate with Employee's title and
function; or (v) a willful and knowing material misrepresentation to the
Company, the Management Committee or any officer(s) to whom the Employee
reports. Notwithstanding the foregoing to the contrary, prior to discharging
Employee pursuant to clause (iv) of the immediately preceding sentence, the
Company shall give Employee at least fifteen (15) days' prior written notice of
any breach or failure and an opportunity to cure any such breach or failure. In
connection with a termination by the Company for Cause, the
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Company shall pay all Earned and Vested Benefits. Except as set forth in this
Section 5.2 and Section 5.6, the Company shall have no further obligations under
this Agreement in connection with a termination of the Employee for Cause.
5.3 Termination Without Cause. Notwithstanding any other provision of
this Section 5, in the event that Employee's employment is terminated by the
Company without Cause or if Employee resigns for Good Reason (hereinafter
defined), Employee shall receive all Earned and Vested Benefits and as a
severance benefit, the Employee shall receive the Base Salary provided for in
Section 3 hereof throughout the remainder of the Term of this Agreement. For
purposes of this Agreement, "Good Reason" shall mean (i) a relocation of
Employee, without his prior written consent, outside of the New York City
Metropolitan area, (ii) a failure to maintain Employee in a management position
substantially equivalent to that provided for in Section 1.1 hereof, (iii) a
material diminution by the Company of Employee's responsibilities which change
would cause Employee's position at the Company to become one of less
responsibility, importance or scope, (iv) a willful failure in bad faith to pay
the Base Salary or bonus to Employee when due or another material breach of this
Agreement by the Company that has a material adverse effect on Employee, or (v)
a willful failure by GFI Caminus LLC (or any successors) to make any of the
payments required to be made pursuant to Sections 2.5.1 or 2.5.2 of the Purchase
Agreement. All amounts due Employee under this Section shall be paid to Employee
without offset for any amounts earned by Employee in any other employment or
from any other source. Except as set forth in this Section 5.3, Section 5.6 and
Section 5.8, the Company shall have no further obligations under this Agreement
in connection with a termination of Employee without Cause or a resignation of
Employee for Good Reason.
5.4 Death/Disability. This Agreement shall terminate automatically
upon the death of Employee. For the purposes of this Agreement, "Disability"
shall mean that (i) for any period of one hundred and twenty (120) consecutive
days, or for one hundred and twenty (120) days in any period of two hundred and
seventy (270) consecutive days, Employee is absent or unable to perform
Employee's duties with the Company on a full time basis as a result of
incapacity due to mental or physical illness. Employee may be terminated by
written notice to Employee from the Company at any time after the Employee meets
the definition of Disability upon one (1) month's prior notice provided that
Employee does not return to his employment substantially in his full capacity
during such one (1) month period. In the event of the death or Disability of the
Employee, the Company shall pay Employee (or any estate, beneficiary or legal
representative of Employee) all Earned and Vested Benefits. Except as set forth
in this Section 5.4, Section 5.6 and Section 5.7, the Company shall have no
further obligations under this Agreement in connection with a death or
Disability of Employee.
5.5 Termination by Employee. Except as provided in Section 5.6 below,
in the event that Employee unilaterally elects to terminate his employment, the
Company shall have no further obligations to make any payments under this
Agreement and Employee shall forfeit any right to such payments, except for
Earned and Vested Benefits.
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5.6 Purchase Option in Partnership Interests. Upon the occurrence of
any of the events set forth in Sections 5.1 (within three (3) years of the date
hereof), 5.2, 5.4 (in the event of Disability, only if such Disability results
in Employee ceasing to have legal capacity to contract) and 5.5 (within three
(3) years of the date hereof), then prior to the completion of a Qualified
Public Offering (collectively the "Option Events"), the Company shall have the
right and option, in the discretion of the Management Committee of the Company,
to purchase (the "Purchase Option"), at any time during the ninety (90) days
following the occurrence of an Option Event, all of the Securities (as defined
in Appendix B to the Partnership Agreement) then owned, directly or indirectly,
by Employee (including, without limitation, those Securities held, indirectly
through ZAI*NET Software, Inc. or Rooney Software, L.L.C.), including all such
Securities acquired by any other Person pursuant to a Permitted Transfer and
including any interests therein of any holding company, legal representative,
estate, beneficiary, executor, administrator or trustee of the Employee (the
"Representative"); provided, however, upon the death or Disability (resulting in
cessation of legal capacity to contract) of Employee, to the extent that (i) all
of the Securities subject to the Purchase Option will, following such event, be
controlled (as to powers of voting and disposition) solely by Xxxxxxx Xxxxx, and
provided that such person remains the spouse of Employee at the date of death or
Disability ("Spouse"), and (ii) in the event of death, the entire beneficial
ownership interest in the Securities that would otherwise be subject to the
Purchase Option is transferred to Spouse or collectively to the children of
Employee and Spouse (including for purposes hereof any trust established for
estate planning purposes in which Spouse and such children are the only
beneficiaries), the occurrence of the death or Disability of Employee shall not
constitute an Option Event. The price to exercise the Purchase Option shall be
determined in accordance with the Appraised Value as set forth in Appendix B to
the Partnership Agreement. The exercise of the Purchase Option shall be by means
of a written notice of exercise (the "Notice") delivered by the Company to the
Employee and/or Representative. Payment for such Securities shall be made in
cash in three (3) equal installments, with the first installment payable on
closing date of the exercise of the Purchase Option, which date shall be no
later than thirty (30) days following the Notice date or such longer period as
may be reasonably necessary to determine the Appraised Value, and the two (2)
subsequent installment payments payable on the first and second anniversary
dates of such closing date. Each of the latter two payments shall include
interest computed at the rate of eight percent (8%) simple interest per annum,
payable in arrears on the unpaid amount of the purchase price. The Management
Committee shall have the option to transfer and assign the Purchase Option to
any designee.
5.7 Key Man Life Insurance; Put. During the Term of this Agreement
prior to Qualified Public Offering, the Company shall use commercially
reasonable efforts to maintain a key man insurance policy on the life of the
Employee for coverage equal to Two Million Five Hundred Thousand Dollars
($2,500,000). The Company or GFI Caminus LLC as the General Partner of the
Company shall own such policy and be the beneficiary thereunder. Provided that
the Company is able to secure such insurance, in the event of Employee's death
prior to a Qualified Public Offering, the Representative shall have the right
(the "Put") to put Securities held by Employee (including such
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Securities acquired by any other Person pursuant to a Permitted Transfer),
whether owned directly or indirectly through ZAI*NET (or any permitted assignee
pursuant to the Partnership Agreement), to the Company. Such Securities shall be
valued in the same manner as described in Section 5.6 above, and the amount
thereof that may be the subject of the Put shall not exceed the net proceeds
actually obtained by the Company pursuant to the foregoing life insurance
policy. If properly exercised, the Put shall be settled in cash promptly
following receipt of insurance proceeds by the Company. The Put shall be
exercised, if at all, by written notice from the Representative to the Company
within sixty (60) days following Employee's death. To the extent that the
foregoing life insurance is not available on commercially reasonable terms or an
exclusion from coverage is applicable, the Put shall not be available. Each
Disposition of Securities pursuant to a Put shall be free and clear of any and
all liens, claims, charges and encumbrances.
5.8 Put Option. Upon a termination of Employee's employment by the
Company without Cause prior to a Qualified Public Offering, Employee shall have
the right (the "Termination Put") to put Securities held by Employee (including
such Securities acquired by any other Person pursuant to a Permitted Transfer)
to the Company. Such Securities shall be valued in the same manner as described
in Section 5.6 above, and the payment terms of Section 5.6 shall apply equally
to an exercise of the Termination Put. The Termination Put shall be exercised,
if at all, by written notice from the Employee to the Company within sixty (60)
days following termination without Cause. Each Disposition of Securities
pursuant to a Termination Put shall be free and clear of any and all liens,
claims, charges and encumbrances. The Management Committee shall have the option
to transfer and assign its obligations under the Terminate Put to any designee.
6. Proprietary Rights.
6.1 Employee agrees that all intellectual property rights,
developments, designs, computer software, inventions, applications and
improvements, including but not limited to trade names, assumed names, service
names, service marks, trademarks, logos, patents, copyrights, licenses,
formulas, trade secrets and technology, whether in design, methods, processes,
formulae, machines or devices and all other applications (collectively,
"Employee Inventions"), whether made, created, invented, devised or developed
prior to the date of this Agreement for the Company or ZAI*NET or hereafter by
Employee during the rendition of his services hereunder, other than Employee
Inventions made, created, invented, devised or developed by Employee (i) on his
own personal time, (ii) without the use of the Company's facilities and
resources and (iii) which are not related to the Company Business and do not
otherwise relate to a matter governed or restricted by the Covenant Not to
Compete (collectively, "Unrelated Inventions"), are works made for hire and
shall be the exclusive property of the Company without separate compensation to
the Employee. Employee will, at the request and expense of the Company made at
any time, execute and deliver to the Company or its nominee such applications
and instruments as may be desirable and appropriate for obtaining for the
Company or its nominee, patents, copyrights, trademarks, know-how and other
intellectual property protection of the United States and all other countries
for vesting in the Company or its nominee, all of Employee's claim, right, title
and interest in said intellectual
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property rights, developments, designs, computer software, inventions,
improvements, applications and improvements and for maintaining, enforcing and
defending the same, and to otherwise vest in or evidence the Company's exclusive
ownership of all of the rights referred to herein. In the event that for
whatever reason the results of Employee's past or future work for the Company
should not be deemed to be works made for hire, Employee agrees to assign, and
hereby does assign, to the Company all claim, right, title and interest, in any
country, to each and every patent, copyright, trademark, computer software,
know-how or other intellectual property of any sort, other than Unrelated
Inventions, that is the result of work done in the course of the Employee's past
or future employment by the Company, or that the Employee creates or develops,
in whole or in part by, using the Company's equipment, supplies or facilities.
Each and every such assignment is and shall be in consideration of this
Agreement with the Company, and no further consideration therefor is or shall be
provided to Employee by the Company. Employee hereby waives enforcement of any
moral or legal rights which might limit the Company's rights to exploit any of
the foregoing materials in any manner. For all purposes of this Section 6,
references to the "Company" shall be deemed to include all predecessors entities
and businesses. Notwithstanding anything in the foregoing to the contrary, an
Employee Invention which is a software product shall not constitute an
"Unrelated Invention" unless Employee gives written notice to the Management
Committee of the Company of his intention to treat such Employee Invention as an
"Unrelated Invention", and the Management Committee of the Company, in its
reasonable, good faith determination, gives written notice to Employee of its
concurrence in such characterization.
6.2 Equitable Relief. Employee acknowledges that the provisions
contained in Section 6.1 hereof are reasonable and necessary to protect the
legitimate interests of the Company, that any breach or threatened breach of
such provisions will result in irreparable injury to the Company and that the
remedy at law for such breach or threatened breach would be inadequate.
Accordingly, in the event of the breach by Employee of any of the provisions of
Section 6.1 hereof, the Company, in addition and as a supplement to such other
rights and remedies as may exist in its favor, may apply to any court of law or
equity having jurisdiction to enforce this Agreement, and/or may apply for
injunctive relief against any act that would violate any of the provisions of
this Agreement (without being required to post a bond). Employee further
understands that monetary damages will not be sufficient to avoid or compensate
for a breach of the provisions contained in Section 6.1 hereof and that
injunctive relief would be appropriate to prevent any such breach or threatened
breach. Such right to obtain injunctive relief may be exercised, at the option
of the Company, concurrently with, prior to, after, or in lieu of, the exercise
of any other rights or remedies that the Company may have as a result of any
such breach or threatened breach.
7. Non-Disclosure/Non-Competition. As a condition to the execution of
this Agreement by the Company and as additional consideration therefor, Employee
shall concurrently herewith execute and deliver to the Company a Covenant Not to
Compete attached hereto as Exhibit A (the "Non-Compete Agreement"), which is
hereby incorporated by reference and shall be deemed an integral part hereof.
The Non-Compete
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Agreement shall survive the termination of this Agreement or Employee's
employment hereunder for any reason.
8. Miscellaneous.
8.1 Entire Agreement; Amendments. Except as provided in Section 7
hereof, this Agreement constitutes the entire agreement between the parties with
respect to the employment of Employee by the Company and supersedes any prior
understandings, agreements or representations between the parties, written or
oral, to the extent they have related in any way to the subject matter hereof.
No amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by the Company and Employee. No waiver by any
party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
8.2 Arbitration. Except as otherwise provided in Section 6.2 hereof or
otherwise required by law, any claim or controversy arising out of or relating
to the performance of this Agreement shall be settled by mandatory arbitration
in New York City, New York in accordance with the Commercial Arbitration Rules
of the American Arbitration Association then in effect. Such claim or
controversy shall be resolved by a three (3) arbitrator panel selected as
follows: one arbitrator selected by the Company, one arbitrator selected by
Employee and one arbitrator selected by each of the arbitrators selected by each
of the Company and Employee. Judgment upon the arbitration award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. All
discovery shall be governed by the Federal Rules of Civil Procedure. Either
party may apply to any court having jurisdiction hereof and seek injunctive
relief so as to maintain the status quo of the parties until such time as the
arbitration award is rendered or the claim or controversy otherwise resolved.
The prevailing party in any such matter shall recover all of its costs and
expenses, including reasonable attorneys' fees.
8.3 Notices. All notices under this Agreement will be in writing and
will be delivered by personal service or telegram, telecopy or certified mail
(if such service is not available, then by first class mail), postage prepaid,
or Federal Express (or other reputable overnight courier) to such address as may
be designated from time to time by the relevant party, and which will initially
be as set forth below. Any notice sent by certified mail will be deemed to have
been given three (3) days after the date on which it is mailed. Notices sent by
personal delivery shall be deemed effective on the date delivered, notices sent
by Federal Express (or other reputable overnight courier) shall be deemed
effective on the third business day following the sending thereof and notices
sent by telecopy shall be deemed effective on the date delivered. No objection
may be made to the manner of delivery of any notice actually received in writing
by an authorized agent of a party. Notices will be addressed as follows or to
such other address as the party to whom the same is directed will have specified
in conformity with the foregoing:
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If to Company:
ZAI*NET Software, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
GFI Energy Ventures LLC
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Employee:
Xxxxx Xxxxxxx
c/o ZAI*NET Software, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxx Xxxx & Brandeis, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
8.4 Third-Party Benefits. None of the provisions of this Agreement
will be for the benefit of, or enforceable by, any third-party beneficiary,
except that each designee selected by the Company pursuant to Section 5.6 or
Section 5.8, and GFI Caminus LLC in its capacity as General Partner of the
Company, are intended as a third-party beneficiary of all rights of the Company
hereunder.
8.5 Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the parties, their respective successors and permitted
assigns. None of the parties hereto may assign any of their rights or
obligations under this Agreement without the prior written consent of all other
parties hereto, except that this Agreement
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may be assigned by the Company to any corporation or other business entity that
succeeds to all or substantially all of the business of the Company through
merger, consolidation, corporate reorganization or by acquisition of all or
substantially all of the assets or capital stock of the Company, provided that
in the event of any such assignment, the services to be rendered by Employee to
such assignee shall be of the same nature and professional status provided for
in this Agreement.
8.6 Governing Law. All questions with respect to this Agreement and
the rights and liabilities of the parties shall be governed by the laws of the
State of New York, regardless of the choice of law provisions of that state or
any other jurisdiction.
8.7 Headings and Gender. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement. All words shall be construed to be
of such gender and number as the circumstances require.
8.8 Severability. The validity, legality or enforceability of the
remainder of this Agreement will not be affected even if one or more of the
provisions of this Agreement will be held to be invalid, illegal or
unenforceable in any respect.
8.9 Attorneys' Fees. Subject to Section 8.2 hereof, if any action or
proceeding is brought to enforce or interpret any provision of this Agreement,
the prevailing party shall be entitled to recover as an element of its costs,
and not its damages, reasonable attorneys' fees and costs incurred in connection
with such action or proceeding.
8.10 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
8.11 Survival. The provisions of Section 6 and Section 7 of this
Agreement shall survive any termination of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ZAI*NET SOFTWARE, L.P., a Delaware limited EMPLOYEE
partnership
By: GFI Caminus LLC,
Its: General Partner
By: /s/ Xxxxxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxxx X. Xxxxxx Xxxxx Xxxxxxx
Its: President
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