EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT, dated as of July 1, 2020, is by and between
SCIENTIFIC BIOPROCESSING, INC., a Delaware corporation with its
principal executive offices at 000 Xxxxxxx Xxxx Xxx, Xxxxxxxx X-0,
Xxxxx 000, Xxxxxxxxxx XX 00000 (the “Company”) and XXXX X.
XXXXX, an individual residing at 000 Xxxxxxx Xxxx, Xxxxxxxxxx, XX
00000 (“Employee”).
W I T N E S S E T H:
WHEREAS, the
Company is a wholly-owned subsidiary of Scientific Industries,
Inc., a Delaware corporation (“SI”);
WHEREAS, Employee
is currently the Chairman of the Board of Directors of, and a
consultant to, SI;
WHEREAS, in
connection with a financing by SI to fund the development of the
Company’s operations, the Company desires to employ Employee
as the President of the Company, and Employee desires to serve in
such capacity, all on the terms and conditions set forth
below.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Retention of Services; Term.
The Company hereby retains the services of Employee, and Employee
agrees to furnish such services, upon the terms and conditions
hereinafter set forth. Subject to earlier termination on the terms
and conditions hereinafter provided, and further subject to certain
provisions hereof which survive the term of the employment of
Employee by the Company, the term of this Agreement shall be
comprised of a three year period of employment commencing on July
1, 2020 and ending on June 30, 2023 (the “Initial Term”), and shall
be extended thereafter for two additional one-year periods (each an
“Additional
Term”, and together with the Initial Term, the
“Term”)
unless or until the Company or Employee provides no less than 90
days’ prior written notice to the other party of the
termination of this Agreement at the end of the then-current Term.
Non-renewal of this Agreement (whether by expiration of the Initial
Term or any Additional Term) shall not constitute termination
without “cause” as defined in Section 9(a) and shall
not give rise to Severance Payments pursuant to Section
9(c).
2. Duties and Extent of Services During
Period of Employment.
During the Term, Employee shall: (a) be employed by the Company as
the President of the Company; (b) perform such duties and services
as are commensurate with Employee’s positions; (c) devote
Employee’s full business time and exclusive business efforts
to serving the Company; and (d) perform all duties incident to
Employee’s position to the best of Employee’s ability
and in compliance with the policies and procedures of the Company
and applicable law.
3. Remuneration. During the Term,
the Company shall pay to Employee as compensation for
Employee’s services hereunder:
(a) a base salary equal
to $175,000 per annum for the period from the date hereof through
June 30, 2021, payable in a manner consistent with the
Company’s payroll practices, which amount shall increase
thereafter on first day of each fiscal year, commencing as of July
1, 2021, by three percent (3%) per annum;
(b) an annual bonus for
each fiscal year during the Term, if Employee is employed by the
Company as of the last day of such fiscal year, as may be
determined by the Board of Directors of the Company (the
“Board”), or the
compensation committee thereof (the “Compensation Committee”),
in its sole discretion, in each case payable not later than the
97th day
of the next fiscal year; and
(c) SI
shall grant to Employee qualified options (the “Stock Options”), pursuant
to SI’s 2012 Stock Option Plan, as amended (the
“Plan”)
or new equity incentive plan, as set forth in a Stock Option Grant
Agreement.
4. Employee
Benefits; Expenses.
(a) During
the Term, the Company shall provide to Employee the right to
participate in the Company’s then existing medical and dental
insurance and all other employee benefit plans and policies on the
same terms as are then generally available to the Company’s
senior executive employees including without limitation, medical
and dental insurance, disability insurance, holiday and sick pay,
and the right to participate in and receive matching contributions
pursuant to the Company’s plan under Section 401(k) of the
Internal Revenue Code in accordance with the Company’s
plan.
(b) Employee
shall be entitled to paid vacation during the Term at the rate of
twenty (20) days per annum, which shall accrue and be used in
accordance with the Company’s vacation policy, as then in
effect for the Company’s senior executive employees. In the
event that Employee’s employment by the Company is terminated
for any reason whatsoever, the Company shall pay to Employee an
amount equal to the number of earned vacation days’ times
Employee’s then-current daily rate of salary pursuant to
Section 3(a) above, upon such termination. Employee shall also be
entitled to six (6) personal days per fiscal year during the Term
in accordance with Company policy, as then in effect for the
Company’s senior executive employees..
(c) The
Company shall reimburse Employee, in accordance with the practice
followed from time to time for other executive officers of the
Company, for a cellular telephone, a laptop computer (all of which
are the property of the Company), including all expenses relating
to operating a laptop computer and wireless connections and
suitable software thereon, and all reasonable and necessary
business and traveling expenses and other disbursements incurred by
Employee for or on behalf of the Company in the performance of
Employee’s duties hereunder, upon presentation by Employee to
the Company of reasonably appropriate documentation of
such.
5. Disability.
This Agreement may be terminated at the option of the Company if,
as a result of any physical or mental disability, Employee is
unable to perform substantially all of Employee’s major
duties hereunder for a continuous period of four months or at least
90 days in any consecutive period of 180 days. Employee shall
continue to receive Employee’s full salary plus bonus
payments payable to Employee under Section 3 hereof regardless of
any illness or incapacity, unless and until this Agreement is
terminated. If Employee’s employment is terminated pursuant
to this Section 5, Employee (or Employee’s personal
representative, in the case of Employee’s death) shall be
entitled to receive Employee’s full salary through the
effective date of termination.
6.
Confidential Information; Proprietary
Rights.
(a) In
the course of Employee's employment by the Company, Employee will
have access to and possession of valuable and important
confidential or proprietary data or information of the Company.
Employee will not, during Employee's employment by the Company or
at any time thereafter, divulge or communicate to any person, nor
shall Employee direct any other employee, representative or agent
of the Company to divulge or communicate to any person or entity
(other than to a person or entity bound by confidentiality
obligations similar to those contained herein and other than as
necessary in performing Employee’s duties hereunder) or use
to the detriment of the Company, or for the benefit of any other
person or entity, including, without limitation, any competitor,
supplier, licensor, licensee or customer of the Company, any of
such confidential or proprietary data or information or make or
remove any copies thereof, whether or not marked or otherwise
identified as “confidential” or “secret.”
Employee shall take all reasonable precautions in handling the
confidential or proprietary data or information within the Company
to a strict need-to-know basis and shall comply with any and all
security systems and measures adopted from time to time by the
Company to protect the confidentiality of confidential or
proprietary data or information.
(b) The
term "confidential or proprietary data or information" as used in
this Agreement shall mean information not generally available to
the public, including, without limitation, any patent, patent application, license,
sublicense, copyright, trademark, trade name, service xxxx, service
name, "know-how", trade secrets, customer lists, vendor lists,
customer pricing or terms, details of client or consultant
contracts, pricing policies, cost information, operational methods,
marketing plans or strategies, product development techniques or
plans, business acquisition plans or any portion or phase of any
business, scientific or technical information, ideas, discoveries,
designs, computer programs (including source or object codes),
processes, procedures, formulae, improvements, information relating
to the products currently being sold, developed or contemplated, by
the Company, or which hereinafter may be sold, developed or
contemplated, by the Company through the date of termination of
this Agreement, including, but not limited to, the proprietary or
intellectual property of the Company, whether or not in written or
tangible form, and whether or not registered, and including all
memoranda, notes, summaries, plans, reports, records, documents and
other evidence thereof. Notwithstanding the foregoing, data
or information shall not constitute "confidential or proprietary
data or information" hereunder if it:
(i) is or becomes part
of the public domain other than due to the breach of this Agreement
by Employee;
(ii) is
already known to Employee on a non-confidential basis at the time
of disclosure by the Company;
(iii) becomes
known to Employee from a source other than the Company, provided
that such source has not entered into a confidentiality agreement
with the Company with respect to such information or obtained the
information from an entity or person who is a party to a
confidentiality agreement with the Company, and without a breach of
this Agreement or without a breach of duty owed by any other person
or entity to the Company;
(iv) is
proven by competent evidence by Employee that it was independently
conceived or discovered by Employee without reference to or use of
the Company’s confidential or proprietary information;
or
(v) is required by law
to be disclosed by Employee.
(c) Employee
will at all times promptly disclose to the Company in such form and
manner as the Company may reasonably require, any inventions,
improvements or procedural or methodological innovations,
including, without limitation, those relating to programs, methods,
forms, systems, services, designs, marketing ideas, products or
processes (whether or not capable of being trademarked, copyrighted
or patented) conceived or developed or created by Employee during
or in connection with Employee’s employment with the Company
and which relate to the business of the Company (the "Intellectual Property").
Employee agrees that all such Intellectual Property shall be the
sole property of the Company. Employee hereby assigns all of
Employee’s right, title and interest to the Intellectual
Property to the Company. Employee further agrees that Employee will
execute such instruments and perform such acts as may reasonably be
requested by the Company to transfer to and perfect in the Company
all legally protectable rights in such Intellectual Property. To
the extent any moral rights or other Intellectual Property rights
are not legally transferable to the Company, Employee hereby waives
and agrees to never assert any such rights against the Company or
any of its affiliates, even after termination of employment with
the Company.
(d) All
written materials, books, records and documents made by Employee or
coming into Employee’s possession during Employee’s
employment by the Company concerning any products, processes or
systems used, developed, investigated, purchased, sold or
considered by the Company or otherwise concerning the business or
affairs of the Company, including, without limitation, any files,
customer records such as names, telephone numbers, addresses and
e-mail addresses, lists, firm records, brochures and literature,
shall be the sole property of the Company, shall not be removed
from the Company’s premises or transmitted to third parties
by Employee, and upon termination of Employee’s employment by
the Company, or upon request of the Company during Employee’s
employment by the Company, Employee shall promptly deliver the same
to the Company. In addition, upon termination of Employee’s
employment by the Company, Employee will deliver to the Company all
other Company property in Employee’s possession or under
Employee’s control, including, but not limited to, financial
statements, marketing and sales data, customer and supplier lists
and information, account lists and other account information,
database information, plans, designs and other documents, and
Employee shall not retain any electronically stored versions of the
same.
(e)
During the term of this Agreement, Employee
shall comply in all respects with all applicable federal and state
securities laws, including without limitation with respect to
xxxxxxx xxxxxxx, and all policies and codes of conduct or ethics of
the Company and its affiliates with respect thereto.
7.
Non-Competition; Non-Interference;
Non-Solicitation.
(a) During
the Term and for a period of twelve months thereafter (the
"Restricted
Period"), Employee shall not, without the written consent of
the Company, directly or indirectly, (i) become associated with,
render services to, invest in, represent, advise or otherwise
participate in as an officer, employee, director, stockholder,
partner, member, promoter,agent of, consultant for or otherwise,
any business, wherever conducted, which is directly competitive
with (A) the business conducted by the Company on the last day of
the Term or (B) any business as to
which the Company has actively begun preparing to develop at the
time of Employee's separation from the Company; or (ii) for
Employee’s own account
or for the account of any other person or entity (A) interfere with
the Company’s relationship with any of its suppliers,
customers, accounts, brokers, representatives or agents or (B)
solicit or transact any business with any customer, account or
supplier of the Company who or which transacts or has transacted
business with the
Company at any time during
the Term; or (iii) employ or otherwise engage, or solicit, entice
or induce on behalf of Employee or any other person or entity, the
services, retention or employment of any person who has been an
employee, principal, partner, stockholder, sales representative,
trainee, consultant to or agent of the Company within one
year of the date of such
offer or solicitation. Notwithstanding any provisions in this
Section 7, (1) this Section 7 shall not prohibit Employee from
purchasing or owning up to five percent (5%) of the outstanding
capital stock of a company which is listed or authorized for
trading on any national securities exchange, Nasdaq or the
over-the-counter markets or
has a class of securities registered under Section 12 of the
Securities Act of 1934, as amended and (2) to the extent not
inconsistent with Employee’s obligations under this
Agreement, Employee may engage in charitable or civic activities
and make passive investments in businesses which are not
competitive with the business of the
Company.
(b) If
any one or more of the restrictions contained in this Section 7
shall for any reason be held to be unreasonable with regard to
time, duration, geographic scope or activity, the parties
contemplate and hereby agree that such restriction shall be
modified and shall be enforced to the full extent compatible with
applicable law. The parties hereto intend that the covenants
contained in this Section 7 shall be deemed a series of separate
covenants for each country, state, county and city. If, in any
judicial proceeding, a court shall refuse to enforce all the
separate covenants deemed included in this Section 7 because, taken
together, they cover too extensive a geographic area, the parties
intend that those of such covenants (taken in order of the cities,
counties, states and countries therein which are least populous)
which if eliminated would permit the remaining separate covenants
to be enforced in such proceeding shall, for the purpose of such
proceeding, be deemed eliminated from the provisions of this
Section 7.
8. Remedies.
Employee acknowledges that the covenants contained in Sections 6
and 7 are fair and reasonable in order to protect the
Company’s business and were a material and necessary
inducement for the Company to agree to the terms of this Agreement
and to the employment of Employee by the Company. Employee further
acknowledges that any remedy at law for any breach or threatened or
attempted breach of the covenants contained in Sections 6 and 7 may
be inadequate and that the violation of any of the covenants
contained in Sections 6 and 7 will cause irreparable and continuing
damage to the Company. Accordingly, the Company shall be entitled
to specific performance or any other mode of injunctive and/or
other equitable relief to enforce its rights hereunder, including,
without limitation, an order restraining any further violation of
such covenants, or any other relief a court might award, without
the necessity of showing any actual damage or irreparable harm or
the posting of any bond or furnishing of other security, and that
such injunctive relief shall be cumulative and in addition to any
other rights or remedies to which the Company may be entitled. The
covenants in Sections 6 and 7 shall run in favor of the Company and
its affiliates, successors and assigns. The provisions of Sections
6 and 7 and this Section 8 shall survive the termination of this
Agreement.
9.
Termination.
(a) The
Company may terminate Employee’s services hereunder "for
cause" by delivering to Employee not less than ten (10) days prior
to the date on which the termination is to be effective, a written
notice of termination for cause specifying the act, acts or failure
to act that constitute the cause. For the purposes of this
Agreement, “for cause” shall mean: (i) any act of
material fraud or embezzlement, (ii) commission by Employee of any
felony or entry of a plea of nolo contendere to a felony charge;
(iii) commission by Employee of a crime involving moral turpitude
or any knowing violation of any federal or state banking or
securities law, (iv) any repeated and willful refusal (other than
any such refusal due to physical or mental disability) by Employee
to perform Employee’s duties consistent with the terms of
this Agreement after reasonable notice and opportunity to cure, (v)
any material breach by Employee of this Agreement, if such material
breach, if capable of cure, is not cured within twenty (20) days
after written notice thereof from the Company, (vi) any material
violation by Employee of the written policies or codes of
conduct (including written
policies related to conflicts of interest; or (vii) the death of
Employee.
(b) If
(i) the Company terminates Employee’s employment hereunder
"for cause" as set forth in Section 9(a) hereof or (ii) Employee
voluntarily terminates Employee’s employment by the Company
other than for “Good Reason” (as defined below), the
Company shall pay to Employee any unpaid compensation payable
pursuant to Section 3 hereof, which payment (y) shall include all
compensation earned up until and including the date on which the
termination is effective, and (z) shall be made within 30 days
after the termination date, and no other compensation shall be
payable to Employee.
(c) If
the Company terminates Employee’s employment hereunder for
any reason other than "for cause" as set forth in Section 9(a)
hereof or Employee terminates Employee’s employment hereunder
for “Good Reason” (as defined below), the Company shall
(1) pay to Employee compensation payable pursuant to Section 3(a)
hereof, as specified herein, for (A) one calendar year from the
date of termination if Employee is terminated within twelve (12)
months of the date hereof or (B) six (6) months from the date of
termination if Employee is terminated more than twelve (12) months
after the date hereof, including any accrued but unused vacation
and sick time as of the termination date pursuant to Section 4(b),
(2) pay to Employee a payment equal to the product of (A) the
annual bonus, if any, that Employee would have earned for the
fiscal year in which the termination date occurs based on
achievement of the applicable performance goals for such year and
(B) a fraction, the numerator of which is the number of days
Employee was employed by the Company during the fiscal year of
termination and the denominator of which is the number of days in
such fiscal year. This amount shall be paid on the date that annual
bonuses are paid to similarly situated senior executive employees,
and (3) reimburse Employee, for a period of either (A) twelve (12)
months if Employee is terminated within twelve (12) months of the
date hereof or (B) six (6) months if Employee is terminated more
than twelve (12) months after the date hereof, for the monthly
health continuation coverage premium paid by Employee for Employee
under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) (the foregoing,
collectively, the “Severance Payments”).
Employee and the Company acknowledge that the foregoing provisions
of this Section 9(c) are reasonable and are based upon the facts
and circumstances of the parties at the time of entering into this
Agreement, and with due regard to future expectations.
(d) Resignation
for Good Reason. Employee may terminate Employee 's
employment hereunder for "Good Reason". For purposes of this
Agreement, "Good Reason" shall mean (i) a substantial diminution or
change of the duties of the Employee which is materially
inconsistent with Employee's duties and services provided for in
Section 2 hereof, (ii) a material breach by the Company of this
Agreement after notice and such breach has not been cured within
twenty days after receipt of such notice, or (iii) any purported
termination by the Company of Employee's employment otherwise than
expressly permitted by this Agreement.
10. Indemnification;
Insurance.
(a) The
Company agrees to indemnify Employee and hold Employee harmless
against any and all losses, claims, damages, liabilities and costs
(and all actions in respect thereof and any legal or other expenses
in giving testimony or furnishing documents in response to a
subpoena or otherwise), including, without limitation, the
reasonable costs of investigating, preparing or defending any such
action or claim, whether or not in connection with litigation in
which Employee is a party, as and when incurred, directly or
indirectly caused by, relating to, based upon or arising out of any
work performed by Employee in connection with this Agreement to the
full extent permitted by the Delaware General Corporation Law and
by the Certificate of Incorporation and Bylaws of the Company, as
may be amended from time to time.
(b) The
indemnification provision of this Section 10 shall be in addition
to any liability which the Company may otherwise have to
Employee.
(c) If
any action, proceeding or investigation is commenced as to which
Employee proposes to demand such indemnification, Employee shall
notify the Company with reasonable promptness. The Company shall
have the right to retain counsel of its own choice to represent
Employee, subject to Employee’s reasonable consent, and the
Company shall pay all reasonable fees and expenses of such counsel;
and such counsel shall, to the fullest extent consistent with such
counsel’s professional responsibilities, cooperate with the
Company and any counsel designated by the Company. The Company
shall be liable for any settlement of any claim against Employee
made with the Company’s written consent, to the fullest
extent permitted by the Delaware General Corporation Law and any
other applicable law, the Certificate of Incorporation and Bylaws
of the Corporation, as may be amended from time to time. No such
settlement of any claim shall be made by Employee without the
written consent of the Company.
(d) Further,
the Company agrees to include Employee
in the coverage of any directors' and officers' liability it
provides on behalf of its directors or senior executive officers
and, if Employee is a fiduciary under a Company plan, coverage
under the applicable fiduciary liability insurance policy. Employee
agrees to cooperate with the Company in the Company's efforts to
obtain and maintain a term insurance policy on the life of Employee
with the Company as sole beneficiary in such principal amount as
may be determined by the Board.
11. Taxes
and Compliance with Section 409A.
(a)
This
Agreement is intended to comply with Section 409A of the Internal
Revenue Code (the “Code”) (as amplified by
any regulations promulgated thereunder (the “Treasury Regulations”) or
other Internal Revenue Service or U.S. Treasury Department
guidance), and shall be construed and interpreted in accordance
with such intent. If either the Company or Employee reasonably
determine that the Agreement does not meet the requirements of Code
Section 409A and that the Agreement may be amended or modified to
meet the requirements of Code Section 409A, the Agreement shall be
amended or modified in order to meet the requirements of Code
Section 409A; provided, that
any such amendment or
modification shall be subject to the mutual agreement of Employee
and the Company. Moreover, if, upon Employee’s separation
from service, Employee is then a “specified employee”
(as defined in Section 409A of the Code), then only to the extent
necessary to comply with Code Section 409A and avoid imposition
of taxes
under Code Section 409A, the Company will defer payment of certain
of the amounts owed to Employee under this Agreement until the
earlier of Employee’s death or the first business day of the
seventh month following Employee’s separation from
service.
(b) Any
right to a series of installment payments pursuant to this
Agreement is to be treated as a right to a series of separate
payments. To the extent permitted under Section 409A of the Code,
any separate payment or benefit under this Agreement or otherwise
shall not be deemed “nonqualified deferred
compensation” subject to Section 409A of the Code to the
extent provided in the exceptions in Treasury Regulation Section
1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable
exception or provision of Section 409A of the Code.
(c) To
the extent that any payments or reimbursements provided to Employee
under this Agreement are deemed to constitute compensation to
Employee to which Treasury Regulation Section 1.409A-3(i)(1)(iv)
would apply, such amounts shall be paid or reimbursed reasonably
promptly, but not later than the 75th day of the fiscal
year following the year in which the expense was incurred. The
amount of any such payments eligible for reimbursement in one year
shall not affect the payments or expenses that are eligible for
payment or reimbursement in any other taxable year, and
Employee’s right to such payments or reimbursement of any
such expenses shall not be subject to liquidation or exchange for
any other benefit. No offset by the Company shall be permitted
against amounts that constitute deferred compensation subject to
Code Section 409A.
12. Notices.
All notices, claims or other communications to be given or
delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when
delivered personally to the recipient, when sent by email,
facsimile or other electronic transmission, the receipt of which is
electronically confirmed, or one (1) day after being sent to the
recipient by reputable overnight courier service (charges prepaid).
Such notices, claims and other communications shall be sent to the
addresses indicated below or to such other address or to the
attention of such other Person as the recipient party has specified
by prior written notice to the sending party. All notices, claims
and other communications hereunder may be given by any other means,
but shall not be deemed to have been duly given unless and until it
is actually received by the intended recipient:
If to the Employee,
to:
Xxxx
Xxxxx
0 X.
Xxxxxxxx Xxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
If to the Company,
to:
Scientific
Industries, Inc.
00
Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx
00000
Attention: Chief
Executive Officer
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
Email:
xxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx
13. Successors
and Assigns; Third Party Beneficiaries. This Agreement shall
be binding upon and inure to the benefit of the successors and
assigns of the Company, and unless clearly inapplicable, all
references herein to the Company shall be deemed to include any
such successor. In addition, this Agreement shall be binding upon
and inure to the benefit of Employee and Employee’s heirs,
executors, legal representatives and assigns; provided, however,
that the obligations of Employee hereunder may not be delegated
without the prior written approval of the Company. In the event of
any consolidation or merger of the Company into or with any other
corporation during the term of this Agreement, or the sale of all
or substantially all of the assets of the Company to another
corporation, person or entity during the term of this Agreement,
such successor corporation shall assume this Agreement and become
obligated to perform all of the terms and provisions hereof
applicable to the Company, and Employee's obligations hereunder
shall continue in favor of such successor corporation.
14.
Acknowledgment.
Employee acknowledges that Employee has carefully read this
Agreement, has had an opportunity to consult counsel regarding this
Agreement and hereby represents and warrants to the Company that
Employee’s entering into this Agreement, and the obligations
and duties undertaken by Employee hereunder, will not conflict
with, constitute a breach of or otherwise violate the terms of any
other agreement to which Employee is a party and that Employee is
not required to obtain the consent of any person, firm, corporation
or other entity in order to enter into and perform Employee’s
obligations under this Agreement.
15.
Waiver of Jury
Trial.
EACH
PARTY TO THIS AGREEMENT HEREBY UNCONDITIONALLY WAIVES ITS RIGHT TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY RELATED
DOCUMENTS, ANY DEALINGS BETWEEN OR AMONG THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT.
16.
Enforcement. It is the desire and intent of the parties hereto that
the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws and public policies applied in
each jurisdiction in which enforcement is sought. Accordingly, to
the extent that a restriction contained in this Agreement is more
restrictive than permitted by the laws of any jurisdiction where
this Agreement may be subject to review and interpretation, the
terms of such restriction, for the purpose only of the operation of
such restriction in such jurisdiction, shall be the maximum
restriction allowed by the laws of such jurisdiction and such
restriction shall be deemed to have been revised accordingly
herein. If any provision of this Agreement shall be held by a court
of competent jurisdiction to be contrary to law or public policy,
the remaining provisions shall remain in full force and
effect.
17. Miscellaneous.
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of New York, without regard
to conflicts of laws. The parties hereto hereby irrevocably submit
to the exclusive jurisdiction of any New York State or Federal
court sitting in Suffolk County, New York over any suit, action or
proceeding arising out of or relating to this Agreement. This
Agreement contains the entire agreement of the parties relating to
the subject matter hereof and supersedes any other agreements
entered into between Employee and the Company prior to the date of
this Agreement relating thereto. This Agreement may not be altered,
modified, amended or terminated except by a written instrument
signed by each of the parties hereto. No term or provision hereof
shall be deemed waived and no breach consented to or excused,
unless such waiver, consent or excuse shall be in writing and
signed by the party claimed to have waived, consented or excused. A
consent, waiver or excuse of any breach shall not constitute a
consent to, waiver or, or excuse of any other or subsequent breach
whether or not of the same kind of the original breach. This
Agreement may be executed and delivered by facsimile signature and
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. Counterparts may be delivered via facsimile,
electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx) or other
transmission method and any counterpart so delivered shall be
deemed to have been duly and validly delivered and be valid and
effective for all purposes. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect
the meaning hereof.
[SIGNATURE PAGE TO
FOLLOW]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day of and year first above written.
SCIENTIFIC BIOPROCESSING, INC.
s Xxxxxx X. Xxxxxx
By:
_________________________________
Name:
Xxxxxx X. Xxxxxx
Title:
Chief Executive Officer
s Xxxx X. Xxxxx
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Xxxx X.
Xxxxx
