CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement"), which includes Exhibits A
and B hereto which are incorporated herein by this reference, is entered into by
and between DAY RUNNER, INC., a Delaware corporation (the "Company"), and XXXX
X. XXXXXXX, a resident of Virginia who is operating a consulting business as a
sole proprietorship ("Consultant"), and shall be effective as of April 22, 1997
(the "Effective Date").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the receipt and sufficiency of which are hereby acknowledged,
the Company and Consultant agree as follows:
1. CONSULTANCY. The Company hereby retains Consultant, and Consultant
hereby accepts such retention, upon the terms and subject to the conditions set
forth herein, commencing as of April 22, 1997 and continuing through and
including April 21, 1999 (the "Term"). Consultant shall render such services to
the Company as an independent contractor, and not as an employee, agent, joint
venturer or otherwise. Although Consultant is an attorney, it is understood that
such services shall be rendered as a consultant to, and not as an attorney for,
the Company. By executing this Agreement, the parties hereto acknowledge and
agree that (i) the Consulting Agreement between the Company and Consultant
effective as of July 28, 1995 the "1995 Consulting Agreement") shall terminate
effective as of the Effective Date and (ii) the warrants to purchase 25,000
shares of the Company's Common Stock issued to Consultant pursuant to the terms
of the 1995 Consulting Agreement have vested as to all such 25,000 shares and
are exercisable in full.
2. DUTIES. Consultant shall make himself available during the Term to
advise the Chief Executive Officer and such Company employees as he designates
with regard to such strategic business issues and projects as he shall select,
including, without limitation, those relating to new or existing business
development, strategic and tactical planning, corporate finance or business
aspects of potential securities or other legal matters. Time devoted to
Consultant's duties as a member of the Company's Board of Directors and
committees thereof shall not be considered as consulting services under this
Agreement. The Company shall be entitled to require Consultant to make himself
available up to 60 days during the Term (but not more than 10 days in any single
month) for the performance of consulting services hereunder at such times and
places as are mutually satisfactory to the Company and Consultant. Consultant
will travel to the Company's principal offices as necessary to meet with
management but will not otherwise be required to perform any of his duties
outside of Virginia.
3. COMPENSATION. In consideration for his agreement herein to render
consulting services to the Company, the Company agrees to issue to Consultant as
of the Effective Date the warrants in the form attached hereto as Exhibit A (the
"Warrants") and shall use reasonable efforts to cause the securities issuable
upon exercise thereof to be registered under the Securities Act of 1933 during
the period they are exercisable. If Consultant performs greater than 60 days of
consulting services during the Term at the CEO's request, Consultant shall be
compensated in cash at the rate of $2,500 per each such day in excess of 60
days.
4. EXPENSES. Any and all expenses incurred by Consultant in rendering
consulting services hereunder shall be borne by Consultant, such expenses to
include travel within the Virginia-Washington D.C.-area, secretarial support
(unless provided with the CEO's permission by an employee of the Company),
office supplies, telephone (unless long distance), overhead, meals, market
research, seminars, textbooks and computer time. The Company shall pay all its
own expenses incurred by it in connection with such consulting and shall
reimburse Consultant for all long distance telephone charges and expenses for
travel (including transportation, hotel, meals and other reasonable charges
resulting from such travel) outside of the Virginia-Washington D.C.- area and
for such other expenses as are authorized by the CEO as appropriate for
reimbursement.
5. TERMINATION. Consultant's retention hereunder shall continue during
the Term unless earlier terminated by Consultant's death or by lawful
termination of this Agreement after breach hereof by Consultant. Neither party
may terminate this Agreement for breach except after providing written notice to
the other of the alleged breach (specifically describing therein in full detail
the basis for such alleged breach) and allowing 30 days after such notice for
the other party to cure such breach or cease breaching the Agreement.
6. CONFIDENTIALITY. Consultant shall execute on the date hereof and
send to the Company the Confidentiality Agreement attached hereto as
Exhibit B (the "Confidentiality Agreement").
7. MISCELLANEOUS.
7.1 Notices. Except as otherwise noted herein, all notices pursuant to
this Agreement shall be in writing, shall specifically reference this
Agreement and shall be deemed duly sent and given upon actual delivery to
and receipt by the relevant party (which in the case of the Company, shall
be the CEO).
7.2 Legal Advice and Construction of Agreement. Both parties hereto
have received independent legal advice with respect to, and neither has
relied upon the other (or his or its advisors) in, entering into this
Agreement.
7.3 Entire Agreement. This Agreement, the Confidentiality Agreement
and the Warrants constitute a single integrated contract expressing the
entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof.
7.4 Amendment and Waiver. This Agreement and each provision hereof may
be amended, modified, supplemented or waived only by a written document
specifically identifying this Agreement and signed by both parties hereto.
7.5 Specific Performance. Each party hereto may obtain specific
performance to enforce its/his rights hereunder and each party acknowledges
that failure to fulfill its/his obligations to the other party hereto would
result in irreparable harm.
7.6 Virginia Law. This Agreement was negotiated and delivered within
the Commonwealth of Virginia and the rights and obligations of the parties
hereto shall be construed and enforced in accordance with and governed by
the internal (and not the conflict of laws) laws of Virginia applicable to
the construction and enforcement of contracts between parties resident in
Virginia which are entered into and fully performed in Virginia. Any action
or proceeding arising out of, relating to or concerning this Agreement
shall be filed in the state courts of the County of Fairfax, Commonwealth
of Virginia or in a U.S. District Court in the Eastern District of
Virginia. The parties hereby waive the right to object to such location on
the basis of venue.
7.7 Attorney's Fees. In the event a lawsuit is instituted by either
party concerning a dispute under this Agreement, the prevailing party in
such lawsuit shall be entitled to recover from the losing party all
reasonable attorneys' fees, costs of suit and expenses (including the
reasonable fees, costs and expenses of appeals), in addition to whatever
damages or other relief the injured party is otherwise entitled to under
law or equity.
7.8 Force Majeure. Neither party hereto shall be deemed in default if
its/his performance of obligations hereunder is delayed or becomes
impossible or impracticable by reason of any act of God, war, fire,
earthquake, strike, civil commotion, epidemic, or any other cause beyond
such party's reasonable control.
7.9 Successors and Assigns. Neither party may assign this Agreement or
any of its/his rights or obligations hereunder to any third party or
entity, and this Agreement may not be involuntarily assigned or assigned by
operation of law, without the prior written consent of the nonassigning
party, which consent may be given or withheld by such nonassigning party in
the sole exercise of its/his discretion, except that the Company may assign
this Agreement to a corporation acquiring: (1) 50% or more of the Company's
capital stock in a merger or acquisition; or (2) all or substantially all
of the assets of the Company in a single transaction; and except that
Consultant may transfer or assign his rights under this Agreement
voluntarily, involuntarily or by operation of law upon or as a result of
his death to his heirs, estate and/or personal representative(s). Any
prohibited assignment or attempted assigned shall be null and void. This
Agreement shall be binding upon and inure to the benefit of each of the
parties hereto and their respective lawful successors and permitted
assigns.
7.10 Limitation of Damages. Except as expressly set forth herein, in
any action or proceeding arising out of, relating to or concerning this
Agreement, including any claim of breach of contract, liability shall be
limited to compensatory damages, proximately caused by the breach and
neither party shall, under any circumstances, be liable to the other party
for consequential, incidental, indirect or special damages, including but
not limited to lost profits or income, even if such party has been apprised
of the likelihood of such damages occurring.
7.11 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and which together shall
constitute one and the same instrument.
DAY RUNNER, INC. XXXX X. XXXXXXX
By:/s/ Xxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxx
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Xxxx Xxxxxxxx, Chief Executive Officer Xxxx X. Xxxxxxx
Date: April 22, 1997 Date: April 22, 1997
EXHIBIT A
WARRANTS TO PURCHASE COMMON STOCK
OF
DAY RUNNER, INC.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
Warrants to Purchase
25,000 Shares of Common Stock
DAY RUNNER, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
Void after April 21, 2007
THE WARRANTS evidenced by this certificate have been issued for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.
THIS CERTIFICATE evidences the right of Xxxx X. Xxxxxxx to purchase
25,000 shares of Common Stock, without par value (the "Shares"), of Day Runner,
Inc., a Delaware corporation (the "Company"), at the Warrant Price (as defined
below), subject, however, to the terms and conditions hereinafter set forth.
1. Term of Warrants. The Warrants may be exercised only during the
period commencing on May 22, 1997 through the close of business on April 21,
2007 (the "Warrant Term"), and may be exercised only in accordance with the
terms and conditions hereinafter set forth.
2. Exercise of Warrants.
(a) Right to Exercise. The Warrants shall vest and become
exercisable cumulatively in 24 equal monthly installments, as long as the
Consulting Agreement between the Company and Xxxx X. Xxxxxxx ("Consultant")
effective as of April 22, 1997 (the "Consulting Agreement") has not terminated,
with the first monthly installment vesting on May 22, 1997 and one additional
monthly installment vesting on the 22nd day of each of the 23 calendar months
thereafter; provided, however, that notwithstanding the foregoing, in the event
that Consultant has performed a total of:
(i) 30 days of consulting services under the Consulting Agreement prior to
April 22, 1998, then (A) the Warrants shall vest and become
exercisable immediately as to such number of additional shares as
shall make the Warrants then vested and exercisable as to a total of
12,500 shares less that number of shares, if any, previously issued
upon exercise of the Warrants, and (B) the Warrants as to the
remaining 12,500 shares subject thereto, subject to earlier vesting as
provided in subpart (ii) of this Section 2(a), shall vest and become
exercisable in 12 equal monthly installments, as long as the
Consulting Agreement has not terminated, with the first such monthly
installment vesting on May 22, 1998 and one additional monthly
installment vesting on the 22nd day of each of the 11 calendar months
thereafter; or
(ii) 60 days of consulting services under the Consulting Agreement prior to
April 22, 1999, then the Warrants shall vest and become exercisable
immediately as to all remaining shares as to which the Warrants are
not then vested.
(b) Method of Exercise; Payment; Issuance of New Warrants;
Transfer and Exchange. The Warrants may be exercised by the holder of the
Warrants, in whole or in part, by the surrender of this Certificate, properly
endorsed, at the principal office of the Company, and by the payment to the
Company by certified or cashier's check of the then applicable Warrant Price. In
the event of any exercise of the Warrants, certificates for the Shares so
purchased shall be delivered to the holder of the Warrants within a reasonable
time after the Warrants shall have been so exercised, and unless the Warrants
have expired, a new certificate representing the right to purchase the number of
Shares, if any, with respect to which this Certificate shall not then have been
exercised shall also be issued to the holder within such time. All such new
certificates shall be dated the date hereof and shall be identical with this
Certificate except as to the number of Shares issuable pursuant thereto.
(c) Restrictions on Exercise. The Warrants may not be
exercised if the issuance of the Shares upon such exercise would constitute a
violation of any applicable federal or state securities laws or other laws or
regulations. As a condition to the exercise of the Warrants, the Company may
require the holder of the Warrants to make such representations and warranties
to the Company as may be required by applicable law or regulation.
3. Stock Fully Paid; Reservations of Shares. The Company covenants and
agrees that all Shares will, upon issuance and payment in accordance herewith,
be fully paid, validly issued and nonassessable. The Company further covenants
and agrees that during the Warrant Term the Company will at all times have
authorized and reserved for the purpose of the issue upon exercise of the
Warrants at least the maximum number of Shares as are issuable upon the exercise
of the Warrants.
4. Adjustment of Purchase Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of the Warrants and the
Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:
(a) Consolidation, Merger or Reclassification. If the Company
at any time while the Warrants remain outstanding and unexpired shall
consolidate with or merge into any other corporation, or sell all or
substantially all of its assets to another corporation, or reclassify or in any
manner change the securities then purchasable upon the exercise of the Warrants
(any of which shall constitute a "Reorganization"), then lawful and adequate
provision shall be made whereby this Certificate shall thereafter evidence the
right to purchase such number and kind of securities and other property as would
have been issuable or distributable on account of such Reorganization upon or
with respect to the securities which were purchasable under the Warrants
immediately prior to the Reorganization. The Company shall not effect any such
Reorganization unless prior to or simultaneously with the consummation thereof
the successor corporation (if other than the Company) resulting from such
Reorganization shall assume by written instrument executed and mailed or
delivered to the holder of the Warrants, at the last address of the holder
appearing on the books of the Company, the obligation to deliver to the holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, the holder may be entitled to purchase. Notwithstanding anything in
this Section 4(a) to the contrary, the prior two sentences shall be inoperative
and of no force and effect and those Warrants which are unexercised shall expire
on the completion of such Reorganization if upon the completion of any such
Reorganization the stockholders of the Company immediately prior to such event
do not own at least 50% of the equity interest of the corporation resulting from
such Reorganization, the notice required by Section 4(e) hereof has been duly
given and the Warrants were fully exercisable at the time such notice was
provided.
(b) Subdivision or Combination of Shares. If the Company at
any time while the Warrants remain outstanding and unexpired shall subdivide or
combine its Common Stock, the Warrant Price shall be adjusted to that price
determined by multiplying the Warrant Price in effect immediately prior to such
subdivision or combination by a fraction (i) the numerator of which shall be the
total number of shares of Common Stock outstanding immediately prior to such
subdivision or combination and (ii) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such subdivision
or combination.
(c) Certain Dividends and Distributions. If the Company
at any time while the Warrants are outstanding and unexpired shall take a record
of the holders of its Common Stock for the purpose of:
(i) Stock Dividends. Entitling them to receive a
dividend payable in, or other distribution without consideration of, Common
Stock, then the Warrant Price shall be adjusted to that price determined by
multiplying the Warrant Price in effect immediately prior to each dividend or
distribution by a fraction (A) the numerator of which shall be the total number
of shares of Common Stock outstanding immediately prior to such dividend or
distribution, and (B) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution; or
(ii) Distribution of Assets, Securities, etc.
Making any distribution without consideration with respect to its Common
Stock (other than a cash dividend) payable otherwise than in its Common Stock,
the holder of the Warrants shall, upon the exercise thereof, be entitled to
receive, in addition to the number of Shares receivable thereupon, and without
payment of any additional consideration therefor, such assets or securities as
would have been payable to him as owner of that number of Shares receivable by
exercise of the Warrants had he been the holder of record of such Shares on the
record date for such distribution, and an appropriate provision therefor shall
be made a part of any such distribution.
(d) Adjustment of Number of Shares. Upon each adjustment in
the Warrant Price pursuant to Subsections (b) or (c) (i) of this Section 4, the
number of Shares purchasable hereunder shall be adjusted to that number
determined by multiplying the number of Shares purchasable upon the exercise of
the Warrants immediately prior to such adjustment by a fraction, the numerator
of which shall be the Warrant Price immediately prior to such adjustment and the
denominator of which shall be the Warrant Price immediately following such
adjustment.
(e) Notice. In case at any time:
(i) The Company shall pay any dividend payable
in stock upon its Common Stock or make any distribution, excluding a cash
dividend, to the holders of its Common Stock;
(ii) The Company shall offer for subscription pro
rata to the holders of its Common Stock any additional shares of stock of any
class or other rights;
(iii) There shall be any reclassification of the
Common Stock of the Company, or consolidation or merger of the Company with,
or sale of all or substantially all of its assets to, another corporation; or
(iv) There shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give to the holder of
the Warrants at least 10 days' prior written notice (or, in the event of notice
pursuant to Section 4(e)(iii), at least 30 days' prior written notice) of the
date on which the books of the Company shall close or a record shall be taken
for such dividend, distribution or subscription rights or for determining rights
to vote in respect to any such reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up. Such notice in accordance with the
foregoing clause shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause shall also specify the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, as the case may be. Each such written
notice shall be given by first-class mail, postage prepaid, addressed to the
holder of the Warrants at the address of the holder as shown on the books of the
Company.
(f) No Change in Certificate. The form of this Certificate
need not be changed because of any adjustment in the Warrant Price or in the
number of Shares purchasable on its exercise. The Warrant Price or the number of
Shares shall be considered to have been so changed as of the close of business
on the date of adjustment.
5. Fractional Shares. No fractional Shares will be issued in
connection with any subscription hereunder but, in lieu of such fractional
Shares, the Company shall make a cash payment therefor upon the basis of the
fair market value of the Shares.
6. Transfer and Exchange of Warrants. Subject to the terms hereof,
including, without limitation, Section 7, the Warrants and all rights hereunder
are transferable, in whole or in part, on the books of the Company maintained
for such purpose at its principal office referred to above by the registered
holder hereof in person or by its duly authorized attorney, upon surrender of
the Warrants properly endorsed and upon payment of any necessary transfer tax or
other governmental charge imposed upon such transfer. Upon any partial transfer,
the Company will issue and deliver to such holder a new Warrant or Warrants with
respect to the shares of Common Stock not so transferred. Each taker and holder
of the Warrants, by taking or holding the same, consents and agrees that the
Warrants when endorsed in blank shall be deemed negotiable and that when the
Warrants shall have been so endorsed, the holder hereof may be treated by the
Company and all other persons dealing with the Warrants, as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented hereby, or to the transfer hereof on the books of the Company, any
notice to the contrary notwithstanding; but until such transfer on such books,
the Company may treat the registered holder hereof as the owner for all
purposes.
The Warrants are exchangeable at such office for Warrants for
the same aggregate number of shares of Common Stock, all new Warrants to
represent the right to purchase such number of shares as the holder hereof shall
designate at the time of such exchange.
7. Restrictions on Transfer of Warrants. The holder of the Warrants, by
acceptance hereof, agrees that, absent an effective notification under
Regulation A or a registration statement, in either case under the Securities
Act of 1933, covering the disposition of the Warrants or Common Stock issued or
issuable upon exercise hereof, such holder will not sell, transfer, pledge or
hypothecate any or all of such Warrants or Common Stock, as the case may be,
unless such sale or transfer will be exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 and applicable state
securities laws, and such holder consents to the Company making a notification
on its records or giving instructions to any transfer agent of the Warrants or
such Common Stock in order to implement such restriction on transferability.
8. No Rights as Shareholder. The holder of the Warrants, as such, shall
not be entitled to vote or receive dividends or be considered a stockholder of
the Company for any purpose, nor shall anything in this Certificate be construed
to confer on such holder, as such, any rights of a stockholder of the Company or
any right to vote, give or withhold consent to any corporate action, to receive
notice of meetings of stockholders, to receive dividends or subscription rights
or otherwise.
9. Definitions. As used in this Certificate:
(a) "Warrants" shall mean the rights evidenced by this
Certificate.
(b) "Warrant Price" shall mean the per share closing sales
price of the Company's Common Stock as quoted on The Nasdaq Stock Market on
April 22, 1997, as adjusted in accordance with Section 4 hereof.
Dated as of April 22, 1997.
DAY RUNNER, INC.
By: /s/Xxxx Xxxxxxxx
----------------------
Xxxx Xxxxxxxx,
Chief Executive Officer
Attest:
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxx
DAY RUNNER, INC.
SUBSCRIPTION FORM
(To be completed and signed only upon exercise of the Warrants)
TO: Day Runner, Inc.
00000 Xxxxx Xxxxxxx
Xxxxxx, XX 00000
Attention: Secretary
The undersigned, the holder and registered owner of the attached
Warrants, hereby irrevocably and unconditionally elects to exercise such
Warrants and to purchase * shares of Day Runner, Inc. Common Stock pursuant to
the terms and conditions thereof, and herewith tenders a check in the amount of
$_________ in full payment of the purchase price for such shares, and requests
that the certificate(s) for such shares be issued in the name of and delivered
to:
(Please print name and address)
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Dated: __________________ Signature:________________________
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*Insert here the number of shares called for on the face of the
Warrants (or in the case of partial exercise, that portion as to which the
Warrants are being exercised), without making any adjustment for additional
Common Stock or any other securities or property which, under the adjustment
provisions of the Warrants, may be deliverable upon exercise.
EXHIBIT B
CONFIDENTIALITY AGREEMENT
AGREEMENT, dated and made effective as of this 22nd day of April,
1997, by and between Day Runner, Inc., a Delaware corporation
("Discloser"), and Xxxx X. Xxxxxxx, a Virginia resident ("Disclosee");
WHEREAS, Discloser intends to provide Disclosee with certain data and
other information possibly of a confidential or proprietary nature to Discloser;
and
WHEREAS, Discloser considers certain of this information confidential
but is willing to provide such information to Disclosee on a confidential basis;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. For purposes of this Agreement, the term "Confidential Information"
shall mean that information of Discloser which is disclosed to Disclosee under
the Consulting Agreement, effective as of the date hereof by and between the
Discloser and Disclosee and which is in written, graphic, recorded, photographic
or any machine readable form, and which is conspicuously marked as confidential.
2. (a) Disclosee will use such Confidential Information for his own use
only and shall use the same degree of care he uses to protect and safeguard the
confidentiality of his own proprietary information to not disclose such
Confidential Information to any person or persons other than his attorneys or
accountants. Disclosee covenants that such degree of care is reasonably designed
to protect the confidentiality of Disclosee's proprietary and confidential
information.
(b) Disclosee shall not be liable for disclosure of any
such Confidential Information if the same:
(i) was in the public domain at the time it was
disclosed;
(ii) was known to Disclosee prior to the time of
disclosure;
(iii) is disclosed with the prior written approval
of Discloser;
(iv) is or becomes publicly known through no
wrongful act of Disclosee;
(v) is disclosed after two years from the date
of this Agreement;
(vi) was or is independently developed by
Disclosee without any use of the
Confidential Information;
(vii) becomes known to Disclosee from a source
other than Discloser without breach of this
Agreement by Disclosee;
(viii) is or has been furnished by Discloser to
others not in a confidential relationship
with Discloser without restrictions similar
to or stricter than those herein on the
right of the receiving party to use or
disclose;
(ix) is received by Disclosee after written
notification to Discloser that Disclosee
will not accept any further information;
(x) is disclosed pursuant to the order or
requirement of a court, administrative
agency, or other governmental body; or
(xi) is disclosed pursuant to litigation
involving Disclosee and relating to the
information disclosed hereunder.
(c) In the event of a disclosure under subsection (b)(x)
above, Disclosee shall give Discloser written notice of such order or
requirement as soon as practicable prior to disclosure of the Confidential
Information.
3. The provisions of this Agreement shall supersede the provisions of
any legends which may be affixed to any Confidential Information provided
by Discloser to Disclosee.
4. This document contains the entire agreement between the parties as
to the subject matter hereof and supersedes any previous or contemporaneous
understandings, commitments or agreements, oral or written, as to such subject
matter. This Agreement can only be amended by a written document executed by the
parties hereto.
5. This Agreement shall be governed by the laws of the Commonwealth of
Virginia.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first
above-written.
Understood and Agreed:
"Discloser" "Disclosee"
DAY RUNNER, INC. XXXX X. XXXXXXX
By: /s/ Xxxx Xxxxxxxx Signature: /s/ Xxxx X. Xxxxxxx
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Xxxx Xxxxxxxx Xxxx X. Xxxxxxx
