EXHIBIT 10.27
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made effective as of the
1st day of October, 2000, (the "Effective Date"), by and between Uptown
Chiropractic Clinic of Uptown, Inc., a Louisiana corporation (hereinafter
"Employer") and Dr. Xxxxxxx Xxxxx, D.C., a resident of the State of
Louisiana ("Employee").
W I T N E S S E T H:
WHEREAS, Employer desires to employ Employee for the purpose of
performing chiropractic services on behalf of Employer at various Company
clinics (the "Clinics"), in the State of Louisiana, including a clinic
located at 000 X. Xxxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxx, 00000 (the "Clinic").
WHEREAS, Employee is willing to be so employed by Employer on the terms
and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
ARTICLE I
EMPLOYMENT AND DUTIES
Section 1. Employment. Employee is a chiropractor duly licensed
to practice chiropractic in the State of Louisiana (a certified copy of the
Employee's diploma indicating his graduation from a duly accredited college
of chiropractic, as well as a certified copy of Employee's license to
practice chiropractic within the state where the clinic is located, are
attached hereto) as a member of and employee on the staff of the clinic,
subject to the rules thereof, and to the standards of the chiropractic
profession. Employer hereby employs Employee on a full-time basis, and
Employee accepts employment with Employer as a full-time employee of
Employer, to render professional chiropractic services to patients of
Employer in the manner and to the extent provided for hereinafter and as
otherwise permitted by applicable Cannons of Professional Ethics. Employee
shall perform all services under this Agreement in strict accordance with
all of the following as may from time to time be in effect:
a. The laws of the State of Louisiana and the United States,
the violation of which would result in criminal conduct of a felony
class; and
b. All standards of professional ethics and conduct as are
applicable to Employee in the performance of his duties hereunder,
including, but not limited to, the policies and procedures adopted
by Employer for all of its professional employees and the standards,
rules, regulations, opinions, and decisions promulgated by the
Louisiana State Board of Chiropractor Examiners.
Employee shall have no authority to enter into any contracts binding upon
Employer or to create any obligations on the part of Employer and if
Employee does bind Employer, Employee agrees to reimburse, indemnify, and
hold harmless Employer for any such obligations of liabilities. All fees,
compensation, accounts receivables, and other things of value charged by
Employer and received or realized as a result of the rendition of
professional services by Employee in performing the duties described in this
Agreement shall belong to and be paid and delivered forthwith to Employer.
For purposes of this Agreement, the parties agree that the term "full-time
employee" shall mean the devotion by Employee to the performance of his
duties hereunder on the basis of at least a minimum of forty (40) hours per
week on average.
Section 2. General Duties. Employee's duties shall include, but not
be limited to:
a. Treatment of and caring for patients at the Clinic;
b. Keeping and maintaining, or causing to be kept and
maintained, appropriate records, reports, claims, and
correspondence necessary and appropriate in connection with all
professional services rendered by him under this Agreement;
c. Attending, at Employer's expense, to the extent directed and
authorized by Employer, professional conventions, post-graduate
seminars, and functions of professional societies; and
d. Performing all acts reasonably necessary to maintain and
improve his professional skills.
Section 3. Other Duties. Employee's other duties shall be such as the
Employer may from time to time reasonably direct, provided such other duties
are generally consistent with the duties described herein, including, but
not limited to the supervision of other employees of Employer (whether
professional or allied health personnel).
Section 4. Clinic Patients. Employee specifically understands and
agrees that Employer shall have final authority over acceptance or refusal
of any patient, assignment of any patient for treatment, and determination
of the amount of fee to be charged any patient for professional services,
and Employee further understands and agrees that Employer shall have the
power to direct, control, and supervise the duties to be performed by
Employee and the manner of and time for performing such duties, subject to
the provisions of Section 5 of this Article I.
Section 5. Physician-Patient Relationship. Employer and Employee
recognize the fact that Employee's treatment of patients as an employee of
Employer shall not affect the Physician-Patient privilege. Nothing in this
Agreement shall be deemed to modify the Chiropractor-Patient privilege or
the confidential relationship between a chiropractor and his patients as
specified by law. Employer shall not impose employment duties or
constraints of any kind that would require
Employee to violate the ethics applicable to the practice of chiropractic
services or violate any ordinance or law.
Section 6. Employee Handbook/Training. Employee specifically
acknowledges that he has received, read, and has had all questions answered
concerning any policies and procedures as set forth therein. Employee
further acknowledges that he has specifically reviewed the Employer's policy
for sexual harassment and took part in the Employer's sexual harassment
employee training program.
Section 7. Place Of Employment. Employer does hereby employ, engage and
hire Employee as a chiropractor at its New Orleans, Louisiana, Clinic or at
any other location as directed by Employer with reasonable notice.
ARTICLE II
TERM OF EMPLOYMENT
Section 1. Term. Subject to the provisions for early termination as
provided in Section 2 of this Article II, the term of this Agreement shall
be for a two (2) year period (the "Initial Period"), beginning on the
Effective Date hereof. After the expiration of the Initial Period, provided
that Employee is not then in default hereunder, this Agreement shall remain
in full force and effect from year to year unless sixty (60) days or more
prior to the commencement of the next annual period, either party hereto
shall notify the other in writing of the party's desire that this Agreement
be terminated. Upon receipt of the aforementioned notice of termination by
the party entitled thereto, this Agreement shall be terminated effective as
of the close of the then current annual period.
Section 2. Termination. This Agreement shall be terminated prior to
the expiration of the "term" as defined in Article II. Section 1., or upon
the occurrence or discovery of any of the following events (any following
events for purposes of this Agreement is considered "for cause"):
a. The termination, revocation, or cancellation of Employee's
license to practice chiropractic services in the State of
Louisiana;
b. The death of Employee;
c. The Employee is or has been convicted of a felony;
d. The Employee commits an act involving moral turpitude,
including but not limited to fraud, theft, embezzlement or
the like;
e. The finding by a board, institution, organization, or
professional society having a right or privilege to pass upon
the conduct of Employee that the Employee is or has been
guilty of unprofessional or unethical conduct;
f. Employee becomes substantially dependent on or addicted to
alcohol or any drug;
g. Employee shall commit any intentional or negligent act which
the Employer in good faith believes may subject the Employer
or any of its employees to potential liability or damage to
reputation;
h. Employee fails, refuses or becomes unable to faithfully and
diligently perform his duties pursuant to this agreement and
shall fail to remedy any such deficiency within a reasonable
period of time after being notified by Employer;
i. The Employee ceases to be eligible for professional liability
coverage or premiums for employee are substantially increased due
to acts of the employee;
j. The "retirement" of Employee from the practice of medicine in
the State of Louisiana;
k. The "permanent incapacity" of Employee;
l. Ifthe clinic at which the Employee is employed sustains monetary
losses, for any three month period, in accordance with Generally
Accepted Accounting Principles (GAAP) while Employee is employed
at that Clinic;
m. Whenever Employer and Employee shall mutually agree to the
termination in writing or as elsewhere expressly provided herein.
Under this Agreement, the term "retirement" shall mean when Employee ceases
to be engaged in full-time service of diagnosing or treating physical
ailments of human beings at least forty (40) hours per week for a period
exceeding thirty (30) calendar days, excluding any leaves of absences
approved in writing by Employer, and the term "permanent incapacity" shall
mean the inability of Employee to perform his duties hereunder, whether by
reason of injury (physical or mental), illness or otherwise (other than
death), incapacitating him for a continuous period exceeding sixty (60)
calendar days, excluding any leaves of absences approved in writing by
Employer.
Section 3. Occurrences Upon Termination. Upon termination of this
Agreement for any reason, including non-employment by Employer of Employee
for any reason, Employee shall be entitled to receive hereunder only the
compensation accrued for the Base Amount but unpaid as of the date of
termination and shall not be entitled to additional compensation, including
but not limited to, the accounts receivables from patients seen by Employee
or from others, and as expressly provided herein below:
a. Cessation of Salary and Benefits. Employer's obligation to
provide Employee all compensation and benefits as provided herein
arising subsequently to the date of termination shall discontinue at
the termination date of this Agreement except as otherwise required
by law.
b. Surrender of Employer Property. Upon termination of this
Agreement, Employee shall surrender to Employer's designated agent
all property of Employer including, but not limited to, keys to the
Clinic, files, furnishings, equipment, medical supplies, etc., and
all patient records to the fullest extent permitted by law.
c. Termination Duties. When requested by Employer, Employee
shall complete all dictation, reports, billing, and patient records
for the period prior to the conclusion of this Agreement within
fourteen (14) days. Furthermore, Employee shall be available to
Employer at reasonable times for reasonable consultation regarding
the practice or Employee's former patients for a period of thirty
(30) days with cost to the Employer.
ARTICLE III
COMPENSATION AND BENEFITS
Section 1. Compensation. As compensation for services rendered to
Employer hereunder during the term of this Agreement, in whatever capacity
rendered, Employer shall pay Employee an annual salary in the amounts and
manner set forth below:
a. Annual Salary. Employer shall pay Employee an annual
salary ("Salary") of One Hundred Fifty Thousand Dollars
($150,000).
b. Reconciliation. Employer shall reconcile on a quarterly
basis with Employee. If fifty percent (50%) of the clinic
profit exceeds the $37,500 salary for the quarter, the
Employer shall pay the Employee the difference between the
quarterly salary and the clinic profit within thirty (30)
days of the quarter end. If fifty percent (50%) of the
clinic profit is less than the $37,500 quarterly salary, the
Employer shall offset the deficiency against the agreed
amount due the Employee as of September 30, 2000.
c. Discretionary Bonuses and Change of Base Salary. At the
sole discretion of the Board of Directors, the Board may
approve from time to time bonus payments and/or change in
the rate of base salary. The annual salary shall be
reviewed as of October1, 2001.
d. Stock Award. In addition to such compensation as is to
be payable to the Employee pursuant to the provisions of
Section "a" above, the Employee shall be entitled to receive
a stock award defined as follows:
i. As added consideration for extending the term of the
employment agreement, the Company, at its cost, will issue
Three Million Two Hundred Fifteen Thousand (3,215,000) shares
of restricted common stock to Employee.
ii. For financial reporting and tax purposes, the share
price shall be $.025 per share, which is the estimated fair
market value as of October 1, 2000. The price per share is
subject to review by the Company's auditors. The Company
will report the market value as additional compensation on
the Employee's Form W-2 in the calendar year in which the
stock is issued.
iii. Said shares shall be earned as follows upon the completion of two
(2) years of employment with Employer from the Effective Date of this
Agreement: One half (1/2) of said shares on October 1, 2001, and the
remaining one half (1/2) on October 1, 2002. Employee further agrees that
said shares shall be returned to AHI should Employee not fulfill the two
years of employment with Employer. In addition, said shares are subject
to any reverse split occurring subsequent to the Effective Date of this
contract.
e. Unless otherwise agreed by Employer, the Employer's sole
and absolute discretion, such agreement to be in writing and in
advance of earning such fees or other income, all fees or other
income attributable to Employee's professional services rendered
during the term of this Agreement, including but not limited to,
fees derived from lecturing, and considered to be income derived
from and under the auspices of Employer, and shall belong to
Employer, with the exception of various deposition fees earned by
Employee, not to exceed $2,500.00 in any year of employment.
Section 2. Computation of Employee's Salary. For purposes
of this Agreement, the term "Net Cash Profits" shall be an amount,
calculated as follows:
a. Net Cash Collections (minus) Clinic Expenses Before Employee
Salary.
b. The term "Net Cash Collections" shall mean all cash
collected by Employer for work done by Employee during the period in
question by Employee at the Clinic, including all patient fees,
office visits, x-ray fees and other ancillary service fees, less any
refunds or billing adjustments for such period.
c. The term "Clinic Expenses Before Employee Salary" shall mean
the sum of all costs related to the services performed at the
Clinic, including, but not limited to, staff salaries and benefits,
office rent, telephone and utilities, costs of goods and services,
insurance, including malpractice insurance, marketing expenses and
other miscellaneous expenses, but exclusive of the salary payable to
Employee as Salary.
Employee shall have the right, from time to time, during business hours, to
inspect the books and records of Employer relating to the operations of the
Clinic, or to have Employee's agents inspect the same, to review the
determination of Employee's Salary.
Section 3. Benefits.
a. Employee Benefits. The Employee shall be entitled to
participate in the employee benefit programs generally available to
employees of the Employer, and to receive such benefits for which
his level of employment makes him eligible, all in accordance with
the Employer's policies as in effect from time to time during the
term of this Agreement.
b. Vacations. The Employee shall be entitled to four (4) weeks
of vacation after the first year of employment or such greater
length of time as may be approved from time to time by the Board of
Directors of Employer during the first full year of his employment
hereunder, with full pay in accordance with the vacation policy of
Employer. Such vacation is to be taken by the Employee at such time
or times as are consistent with the reasonable business needs of
Employer. Vacation shall accrue as of the date hereof with respect
to Employer's fiscal year 2000, and thereafter, as of the 1st day of
each fiscal year and any accrued vacation time not used during
the year in which it is available to be taken will be lost and not
recoverable by employee in any manner.
c. Business Expenses. The Employee shall be reimbursed in
accordance with Employer's policies for any and all necessary and
reasonable business expenses incurred by the Employee during the
term of this Agreement.
d. Holidays. The Employee shall be entitled to such holidays
as the Board of Directors may approve for all employees of Employer.
e. Sick Leave. The Employee shall be entitled to a maximum of
five (5) days paid sick leave per year because of sickness or
accident. The Employee shall accrue five (5) paid sick days on the
date of the commencement of this Agreement and on each anniversary
date thereafter during the term of this Agreement. No unused sick
leave shall be carried over from one year to the next. Unused sick
leave shall be lost and not recoverable by the employee in any
manner.
f. Disability Leave. Should Employee become totally or
partially disabled as a result of sickness, accident, or other
cause, to the extent that Employee is unable to effectively perform
the duties prescribed in this Agreement, Employee shall be entitled
to paid disability leave for a period not to exceed thirty (30) days
disability leave, plus any unused sick time or any unused vacation
accrued prior to the disability period, plus any holiday time
falling within the period of disability; provided that:
(1) During the period of disability, no additional
vacation days or sick days shall accrue;
(2) Employee shall be entitled to only one such
disability leave during any one year; and
(3) Employee must complete at least three (3) months
continuous service without disability before Employee
shall be entitled to any subsequently accruing vacation,
sick days or disability leave.
g. Pregnancy Leave. If applicable, Employer shall provide
Employee with pregnancy leave in accord with relevant Federal
and State regulations.
h. Life and Health Insurance. Employer shall provide Employee
with a term life insurance policy with a value of Five Hundred
Thousand Dollars ($500,000.00). The beneficiary of such policy
is nominated to be his spouse, X. X. Xxxxx. The Employer shall
also provide health insurance equivalent to that provided by
Employer to other comparable employees of Employer upon Employee
beginning employment. Employee expressly acknowledges that
Employee does not have any pre-existing medical conditions that
would negatively impact the Employers life and health insurance
costs. If Employee does have pre-existing medical conditions
they are:
________________________________________________________________
________________________________________________________________
________________________________________________________________
i. Disability Insurance. Employer shall provide Employee with
disability insurance equivalent to that provided by Employer to
other comparable employees of Employer.
j. Malpractice Insurance. Employer shall provide Employee
with occurrence malpractice insurance in an amount not to exceed
five hundred thousand dollars per occurrence, one million dollars
aggregate as determined by Employer; however, should Employer for
any reason be unable to obtain occurrence insurance for rates
comparable to those related to other chiropractic doctors employed
by Employer or Employer's affiliates, Employer may substitute fee
and tail insurance, and Employer shall have no responsibility to
provide continued tail insurance should this Agreement be
terminated. Nothing in this provision shall be construed to prevent
Employer from terminating this Agreement in accordance with other
provisions herein.
k. Continuous Education. Employee is encouraged and is
expected, from time to time, to attend scientific meetings,
professional conventions, post-graduate courses and seminars, and
other educational meetings in Employee's field of practice. Any
costs incurred by Employee in connection with one week of such
activities must receive prior written approval of Employer. Such
expenses of attendance shall be reimbursed upon Employee's
presenting to Employer an itemized expense voucher with receipts for
expenses to be reimbursed. Expenses in excess of the amount
provided herein may be approved from the Employer, only in writing,
from time to time should conditions warrant in the sole discretion
of the Employer. Both parties agree that continuing education
expenses are estimated at $2,000 annually.
Section 4. Disability. Notwithstanding anything herein to the contrary:
a. In the event of permanent incapacity, this Agreement shall
terminate at the end of such disability period.
b. If prior to the end of any period of disability, Employee's
total or partial disability shall have ceased, and Employee
shall have commenced to perform Employee's duties hereunder,
this Agreement shall continue in full force and effect and
Employee shall be entitled to resume Employee's duties as though
Employee had not been disabled.
ARTICLE IV
LOYALTY AND NON-COMPETITION AGREEMENT
Section 1. Loyalty. Employee shall devote his full time and best
efforts to the practice of treating patients for Employer and the
performance of his duties required under this Agreement; provided, that the
expenditure of reasonable amounts of time for personal or outside business
and charitable and professional activities shall not be deemed a breach of
this Agreement as long as such activities do not interfere with the services
required to be rendered by Employee to Employer hereunder. During the term
of this Agreement, Employee shall not at any time or place engage in the
practice of medicine to any extent, except under and pursuant to this
Agreement, and all fees or other income attributable to Employee's
professional services in performing the duties or like duties described in
this Agreement, regardless of location, during the term of this Agreement
shall belong to Employer.
Section 2. Non-Competition Agreement. Employee recognizes that the
Employer's willingness to enter into this formal employment Agreement is
induced primarily because of the covenants and assurances made by Employee
herein, and that irrevocable harm and damage will be done to Employer and
the Clinic in the event that Employee competes with Employer within the area
cited herein. Therefore:
a. Employee agrees that during the term of this Agreement and
for a period of one (1) year thereafter, Employee will not,
without the prior written consent of Employer (which consent
shall not be unreasonably withheld provided the activity for
which consent is requested does not adversely affect the
operations of the Clinics), directly or indirectly own, manage,
operate, control, joint venture, participate in the management
or control of, be employed by, or lend Employee's name to any
enterprise whatsoever not in existence upon the Effective Date
of this Agreement having to do with the provision or marketing
of any chiropractic or related services, whether inpatient
(routine or ancillary) or outpatient, or any item(s) of major
equipment that are furnished, provided, or operated by Employer
in competition with Employer within a ten (10) mile radius of
the Clinic.
b. Should Employee default in the performance of Employee's
obligation pursuant to this Section, Employer may enforce any
and all remedies available at law or in equity, including,
without limitation, the right to seek injunctive relief, without
the necessity of posting bond therefore, (Employee and Employer
hereby agree that it shall not be necessary on the part of
Employer to prove irreparable harm), the right to xxx for
damages, and the right to immediately terminate this Agreement
with respect to Employee. All of such remedies shall be
cumulative, and the pursuit of one shall not exclude any other.
c. Employee further agrees that if any restriction contained in
this Section is held by any court of competent jurisdiction to
be unreasonable and unenforceable, a portion thereof or lesser
restriction shall be enforced in its place and the remaining
restrictions contained herein shall be enforced independently of
each other.
d. Notwithstanding the provisions of Paragraph a. above this
Section 2, the Employee may invest in the securities of any
enterprise (but without otherwise participating in the
activities of such enterprise) if (i) such securities are listed
on any national or regional securities exchange or have been
registered under Section 12(g) of the Securities Exchange Act of
1934 and (ii) the Employee does not beneficially own (as defined
in Rule 13d-3 promulgated under the Securities Exchange Act of
1934) in excess of 5% of the outstanding capital stock of such
enterprise.
ARTICLE V
RECRUITMENT OF EMPLOYEES; SOLICITATION OF PATIENTS
Section 1. Recruitment of Employees. Employee acknowledges and agrees
that Employer has expended and will continue to expend substantial time,
effort and money in training its professional employees. Accordingly,
Employee agrees that he will not, during the term of this Agreement and
during an additional one (1) year thereafter, employ, engage or solicit the
employment of any employee or former employee of Employer or any other
member of the Employer Group without the prior approval in writing of
Employer, for purposes of employment by or any consulting relationship with
himself or any other person, firm or corporation. For purposes of this
Section, the term "former employee" shall mean any individual who was
employed by Employer at any time during the 12-month period immediately
preceding the date such individual is to be employed by Employee.
Section 2. Solicitation of Patients. Employee acknowledges and
agrees that Employer the has expended a substantial sum of money in the
operation of the Clinic. Accordingly, Employee agrees that he will not,
during the term of this Agreement and during an additional two (2) years
thereafter, either directly or indirectly, make any use of or make known to
any competing person, firm, or corporation the names or addresses of any of
the patients (or former patients) of the Clinic or any other information
pertaining to said patients, or call on, solicit or take away, or attempt to
call on, solicit or take away, any of the patients (or former patients) of
the Clinic, for commercial or competitive purposes either for himself or for
any other person, firm, or corporation.
Section 3. Definition. As used herein, the phrase "Employer Group"
means the Employer, and any entity that directly or indirectly controls, is
controlled by, or is under common control with, the Employer, and for
purposes of this definition "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of such entity, whether through the ownership of voting
securities, by contract or otherwise.
Section 4. Remedies. In the event of a breach or threatened breach
by Employee of the provisions of the Article VI, Employee and Employer agree
that Employer's remedy at law would be inadequate and that Employer shall be
entitled, at its election, to injunctive relief, without the necessity of
posting bond therefore, against such breach or threatened breach and to
specific performance of this Agreement, in addition to any other remedies at
law or equity available to Employer.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 1. Patient Records. All case records, case histories, or
personal and regular files concerning patients of Employer which are
consulted, interviewed or treated and cared for by Employee shall belong to
and remain the property of Employer; provided, however, upon termination of
this Agreement, Employee shall have the privilege of reproducing at
Employee's own expense any of such patient's records so treated or cared for
by Employee during Employee's employment by Employer, upon written
authorization of the patient. Should Employer become dissolved, Employer
shall notify Employee and Employee shall have the privilege of copying or
custody of such patient records at Employer's election, at Employee's
expense, after which Employer shall be under no further duty to Employee to
maintain such records.
Section 2. Waiver of Breach or Violation. The waiver by either party
of a breach or violation of any provision of this Agreement shall not
operate as or be construed to be a waiver of any subsequent breach of any
provision of this Agreement.
Section 3. Notices. All notices required or permitted to be given
under this Agreement will be sufficient if furnished in writing, when
personally delivered or on the third (3rd) day after deposited in the United
States mails, by certified or registered mail, return receipt requested,
postage prepaid, at the respective addresses of Employer and Employee as
shown on the signature page hereto. Either party may change by notice the
address to which notices are to be sent.
Section 4. Governing Law. This Agreement shall be interpreted,
construed, and governed according to the laws of the State of Louisiana.
Employee agrees that venue for any disputes is Dallas County Texas.
Section 5. Paragraph Headings. The paragraph headings contained in
this Agreement are for convenience only and shall in no manner be construed
as a part of this Agreement.
Section 6. Legal Construction. In case any one or more of the
provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision, and
this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been included in the Agreement.
Section 7. Prior Agreements Superseded and Release of Prior Claims.
This Agreement constitutes the sole agreement of the parties with respect
to employment and compensation of the Employee and supersedes any prior
understandings or written or oral agreements, or obligations between the
parties, including but not limited to any claims for past compensation owed,
all prior agreements and representations being merged herein.
Section 8. Assignment. This Agreement is personal to each of the
parties hereto, and, except as otherwise provided, neither party hereto may
assign, transfer in any way, or delegate any of their respective rights or
obligations hereunder. This Agreement and all of the rights and obligations
of Employer hereunder may be assigned or transferred by it, in whole but not
in part, to and shall be binding upon and inure to the benefit of any
"affiliate" of Employer, but any such assignment or transfer shall not
relieve Employer of any obligations hereunder.
Section 9. Arbitration. As part of the consideration for this contract,
both Employer and Employee agree that any disputes under this agreement
shall be resolved through binding arbitration in accordance with the rules
of the American Arbitration Association. Venue for such arbitration shall
be in Dallas, Texas. The decision and/or award of the arbitrator(s) shall
be final and may be enforced in any court having jurisdiction over the party
against whom enforcement is sought. In the event either party resorts to
legal action to enforce the terms and provisions of this Agreement, the
prevailing party shall be entitled to recover the costs of such action so
incurred, including, without limitation, reasonable attorneys' fees.
Section 10. Gender and Number. Whenever the context hereof requires,
the gender of all words shall include the masculine, feminine, and neuter
and the number of all words shall include the singular and plural.
Section 11. Amendments and Agreement Execution. This Agreement and
amendments thereto shall be in writing and executed in multiple copies.
Each multiple copy shall be deemed an original, but all multiple copies
together shall constitute one and the same instrument.
Section 12. Representation. Employee acknowledges that Employee was
given the time and opportunity to retain legal counsel prior to entering
into this Agreement and that Employee does so at his/her own free will with
not undue influence by Employer or its agents.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
effective date stated above.
EMPLOYEE: EMPLOYER:
United Chiropractic Clinic of Uptown, Inc.
___________________ By:_______________________________
Dr. Xxxxxxx Xxxxx, D.C. Xx. X. X. Xxxxxx, President
Address: Address:
_____________________________ 0000 X. Xxxxxx Xxxx Xxxx, Xxxxx 000
_____________________________ Xxxxxx, Xxxxx 00000
