SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
THIS SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
June 30, 1997 between Xxxxxxxxxxx X. Xxxxxxx (the "Executive")residing at
00000 Xxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 (the "Executive") and IT PARTNERS,
INC., a Delaware corporation, having its principal office at 0000 Xxxxxxxx
Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxx 00000 (the "Company").
RECITALS:
A. The Company has acquired, by indirect merger, one hundred percent
(100%) of the outstanding common stock of A-COM, Inc. ("A-COM");
B. The Company is utilizing such acquired assets to conduct a
business which is engaged in the design, manufacture and sale of products and
services to the information technology industry and such Business will
continue hereafter, during the term of this Agreement, to be operated and
conducted by the Company; and
C. The Company desires to assure itself of the Executive's services
with respect to the company's operation of the Business
NOW, THEREFORE, in exchange for good and valuable consideration, both the
receipt and legal sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Employment, Duties and Acceptance.
1.1 The Company hereby employs the Executive during the Term (as
hereinafter defined) of this Agreement as President of the A-COM, Inc.
Division and National Practice Leader for the Company's Electronic Systems
Integrator Companies ("ESIC"). The Executive shall report directly to the
President and be subject to the reasonable direction, policies, plans,
oversight and review of the President of the Company.
1.2 The Company may assign to the Executive such other executive and
administrative duties for the Company as may be determined by the President
consistent with the Executive's expertise, experience and prior duties with A-
COM, Inc.
1.3 The Executive accepts such employment and agrees to devote his
full and exclusive business time, energies, attention and best efforts to the
performance of his duties hereunder, which may include such travel as may
reasonably be required of him, it being understood that throughout the term of
this Agreement the Executive shall be posted in, and be based out of, the
Northern Virginia area.
1.4 The Executive shall not, without the prior written consent of the
Company, during the Term of this Agreement be engaged in any other business
activity involving a Competitive Business, whether or not pursued for gain,
profit or other pecuniary advantage; but this shall not be construed as
preventing the Executive from making and supervising personal investments,
provided they:
(a) will not require any substantial services on his part in the
operation of the affairs of the companies in which such
investments are made, provided, further, however, that this
shall not be construed so as to prevent the Executive from
continuing the ownership interest in Electronic Systems
Distributors, Inc. ("ESD"), which ownership interest has been
previously disclosed to the Buyer, or from serving on the Board
of the Directors of ESD, or otherwise engaging in the business
of ESD, provided, further, however, that such ownership
interest and board service shall not be construed to be a
breach of this Agreement or to represent a conflict interest
under this Agreement;
(b) will not cause a breach of Section 4.4, below; and
(c) will not unduly interfere with the performance of the
Executive's duties hereunder.
1.5 All of the Executive's work product and work in process resulting
from this Agreement shall be considered "work made for hire" under the U.S.
Copyright Act, 17 USC Section 101 et. seq and all intellectual property rights
therein shall be the sole and exclusive property of the Company. In addition,
in the event that any work product or work in process is not considered to be
a work made for hire, the Executive hereby agrees, at the Company's expense,
to assign all proprietary rights in such work product or work in process to
the Company.
2. Compensation; Benefits.
2.1 As partial compensation during the Term of this Agreement for all
of the Executive's services to be rendered hereunder, Company agrees to pay,
or cause to be paid, to the Executive, in the manner hereinafter provided, an
amount comprised of base compensation equal to $190,000 per annum (the "Base
Salary"), to be paid in weekly installments. less all such sums as may be
required by law to be withheld or deducted.
(a) As compensation for serving as the National Practice
Leader for IT Partners' electronic systems integrator
companies, the Executive will be paid, in addition to the
amounts provided for in Section 2.1, the sum of $25,000 per
year, the same to be paid in weekly installments, or in
such manner as the Executive shall direct.
(b) In addition to the consideration described in paragraph
2.1, the Executive will be paid a finders fee of five
percent (5 %) of the first million dollars, four percent
(4%) of the second million dollars, three percent (3%) of
the third million dollars, two percent (2%) of the fourth
million dollars, and one (1%) of the remaining dollars of
the purchase price for any other electronic systems
integration companies which he will be personally and
primarily responsible for recruiting. The finders fee shall
be paid in cash and/or stock of the Company, as directed by
The Executive, at the settlement of the sale of the
recruited company to the Company. To avoid misunderstandings
and possible disagreements, the Executive will disclose
recruiting targets and the Company will immediately advise
Xxxxxxx of any prior contacts or recruitment plans that the
Company had relative to the target companies All members of
the National System Contractors Association are potential
targets for which the Executive is personally and primarily
responsible for recruiting. All out-of-pocket expenses,
including travel, meals, overnight accommodations and
entertainment, shall be borne by the Company, provided,
however, that all of the provisions of this Section 2.1(b)
shall terminate upon the closing of an initial public
offering of the Buyer's common stock.
2.2 In addition to the base salary referred to in Section 2.1, the
Executive shall, should an EBITDA of $1,694,048 or greater to be achieved by
A-COM by March 31, 1998, be entitled to compensation in an amount equal to six
(6) times the EBITDA in excess of $1,694,048, said sum not to exceed
$1,500,000, and such sum to be paid to the Executive in the same proportions
of cash, stock and debt as was the Purchase Price for A-COM, provided,
however, that the value of the stock, if any, received by the Executive
pursuant to this section shall be calculated as of March 31, 1998, and,
provided, further, that the EBITDA for A-Com shall be based on the sole
performance of A-COM, as A-COM existed as of the Closing, without regard to
the performance of any related entity. Should A-COM acquire an additional
company or companies so as to materially impact the EBITDA, the EBITDA shall
be appropriately recalculated. Beginning June 30, 1998, the Executive shall
receive an annual bonus as set forth in the Company's current Annual Incentive
Compensation Plan.
2.2 (a) In case of any "event" and/or occurrence under Section 3.2,
3.3(b), 3.3(c) or 3.4(a), prior to March 31, 1998, the
EBITDA and the amounts owed under this section shall be
prorated based upon a 365-day year (using the EBITDA value
existing on the last day of the month immediately preceding
the date of death, disability and/or termination).
2.3 Severance Pay. In the event the Executive's employment
hereunder is terminated by the Company at any time on or after the initial
four (4) year Term pursuant to the express terms of Section 3.1 hereof, the
Company shall pay to the Executive severance pay within thirty (30) days of
said termination consisting of his Base Salary and Incentive Compensation
equal to the amount paid for the fiscal years immediately preceding such
termination and continue to provide him the benefits as set forth herein one
year after such termination.
2.4 Business Expenses. The Executive will be reimbursed for
automobile, travel, entertainment, lodging and other related reasonable
business expenses actually incurred in connection with his work upon terms and
conditions established by the Company from time to time and consistently
applied for all of its senior executive officers.
2.5 Vacation: Sick Leave. The Executive shall be entitled to
periods of vacation not less than three (3) weeks annually and sick leave
during the Term of this Agreement upon terms and conditions established by the
Company from time to time and consistently applied for all of its senior
executive officers.
2.6 Other Benefits. The Executive shall receive hospitalization,
major medical, disability and pension plan benefits upon terms and conditions
established by the Company from time to time and consistently applied for all
of its senior executive officers.
2.7 Insurance. The Company may, in the exercise of its sole and
absolute discretion, obtain a policy or policies of insurance covering the
life of the Executive. The Executive covenants that he will cooperate fully
by performing all requirements of the insurer which are necessary to the
issuance and maintenance of any such policies. The Company further agrees
that it will pay all premiums of any such policy or policies.
3. Term and Termination.
3.1 The initial term of this Agreement shall be four (4) years,
commencing as of June 30, 1997 and continuing through June 30, 2001 (the
"Initial Expiration Date"), unless sooner terminated as herein provided. The
term of this Agreement shall renew automatically for subsequent terms of one
(1) year each (each a "Renewal Term"), unless at least sixty (60) days before
the Initial Expiration Date, or at least sixty (60) days in advance of the
expiration of any subsequent Renewal Term (as the case may be), either party
gives the other party notice in writing of its intent not to renew this
Agreement. As used in this Agreement, the term "Term" shall mean either the
Initial Term or any Renewal Term, as the case may be.
3.2 If the Executive dies during the Term of this Agreement, the
Term of this Agreement shall immediately terminate, except that the Company
shall for a period of one hundred eighty (180) days following the date of his
death pay to the legal representatives of the Executive's estate the Base
Salary, as then in effect. The Company shall also pay up to and through the
date of death the Incentive Compensation (prorated on a daily basis based on
the prior year's Incentive Compensation, if any, or, if such termination
occurs during the first full fiscal year, $50,000, pro rated on a daily
basis). Such payment will be made within thirty (30) days of the date of
death.
3.3 (a) The Company, by written notice to the Executive, may
terminate the Term of this Agreement for proper cause
upon ten (10) days notice. As used herein, "proper
cause" shall exclusively mean that the Executive has:
(i) refused or willfully failed to carry out specific
directions of the Board, or willfully refused or
willfully failed to perform a material part of his
duties hereunder;
(ii) committed a material breach of any of the provisions of
Article 4 of this Agreement;
(iii) acted in a fraudulent or dishonest manner in his
relations with the Company that has served to adversely
and materially harm the Company;
(iv) committed larceny, embezzlement, conversion or any act
involving the misappropriation of funds in the course of
his employment; or
(v) been convicted of any crime involving an act of moral
turpitude.
In the event of a termination under subparagraph (a) above, all
Base Salary, Incentive Compensation and other benefits, the
Term under this Agreement to be paid or provided to the
Executive shall immediately cease, provided that, the Executive
shall be entitled to receive all such compensation and benefits
through the effective date of such termination.
(b) In the event the Company terminates this Agreement by
dismissing the Executive without proper cause, the Company
shall pay the Executive his Base Salary and Incentive
Compensation (equal to the amount paid for the full fiscal
year immediately preceding such termination or, if such
termination occurs during the first full fiscal year, $190,000
and continue to provide to him the benefits as set forth herein
for the balance of the entire applicable Initial Term or
Renewal Term, as the case may be.
(c) In the event the Executive terminates the Term of this
Agreement for "good reason", the Company shall pay the
Executive his Base Salary and Incentive Compensation (equal to
the amount paid for the full fiscal year immediately preceding
such termination or, if such termination occurs during the
first full fiscal year, $190,000 and provide to him the
benefits as set forth herein for the balance of the entire
applicable Initial Term or Renewal Term, as the case may be.
For purposes of this section, the Executive shall have "good
reason" to voluntarily terminate his employment if the Company
shall have materially and substantially reduced the job
description of such Executive or assigned to the Executive
significant duties which are materially inconsistent with the
Executive expertise, experience and prior duties with
Information Technology Partners, Inc., as the case may be.
3.4 (a) The Company, by notice to the Executive, may upon thirty
(30) days prior notice, terminate the Term of this
Agreement if the Executive shall become disabled.
Notwithstanding such termination, the Company shall for a
period of one hundred eight days (180) days following the
date of such termination both pay to the Executive all
monies due hereunder up to the date of such notice,
including Base Salary and Incentive Compensation (prorated
on a daily basis based on the prior year's Incentive
Compensation, if any) or if such termination occurs during
the first full fiscal year pro rated on a daily basis
based upon $190,000 and additionally provide the benefits
as set forth herein.
(b) For purposes of this Agreement, the term "disability" (i)
shall mean the Executive's inability, for a period of one
hundred eighty (180) consecutive days, to devote his full
time to those duties as an employee of the Company which
he was performing prior to his disability, and (ii) shall
be deemed to have occurred on the one hundred eightieth
first (181st) day of his inability to devote his full time
to his duties as an employee of the Company. If by the
one hundred eightieth (180th) consecutive day of absence
the Executive can provide evidence, in the form of a
doctor's certificate, of the likelihood of his return to
work within the next one hundred eighty (180) days,
"disability" shall be deemed to have occurred on the three
hundred sixtieth first (361st) day of absence. The
definition of "disability" may be altered by a vote of a
simple majority of the board of Directors of Information
Technology Partners, Inc. on a case by case basis, for
example, to exclude disability which lasts for longer
than one hundred eighty (180) consecutive days but is not
permanent, or to include disability where each absence
does not total one hundred eighty (180) consecutive days
but involves absences frequent enough to be considered
permanent.
4. Protection of Confidential Information; Non-Competition.
4.1 The Executive acknowledges that:
(a) The established nature of the Business was material to the
decision of the Company to acquire and conduct the Business
and to employ the Executive hereunder.
(b) As a result of his employment by the Company and his
operation of the Business, the Executive has obtained and
will obtain certain proprietary, secret and confidential
information concerning the business of the Company,
including, without limitation, financial and organizational
information, the identity of customers and sources of
supply, their needs and requirements, the nature and extent
of contracts with them, and related cost, price and sales
information.
(c) The Company will suffer immediate, irreparable and
substantial damage which will be difficult to compute if,
during the period of his employment with the Company or
thereafter, the Executive should enter a competitive
business with any material segment of the Company's
business (whether as an employee, shareholder, member,
officer or otherwise) or should divulge secret and
confidential information relating to the business of the
Company heretofore or hereafter acquired by him in the
course of his management of the Business and his employment
by the Company.
(d) The provisions of this Agreement are reasonable and
necessary for the protection of the business of the
Company.
4.2 The Executive agrees that he will not at any time, either during
the Term of this Agreement or thereafter, divulge to any person, firm or
corporation any confidential information obtained or learned by him during the
course of his employment with the Company, or prior to the commencement
thereof in the course of his employment by and management of the Business,
with regard to the operational, financial, organizational, business or other
affairs of the Business or the Company, their officers and directors,
including, without limitation, trade "know how," secrets, customer lists,
sources of supply, pricing policies, operational methods or technical
processes, except: (i) in the course of faithfully performing his duties
hereunder, (ii) with the Company's express written consent, (iii) to the
extent that any such information is in the public domain other than as a
result of the Executive's breach of any of his obligations hereunder, or (iv)
where required to be disclosed by court order, subpoena or other governmental
process. In the event that the Executive shall be required to make disclosure
pursuant to the provisions of clause (iv) of the preceding sentence, the
Executive promptly but in no event more than forty-eight (48) hours after
learning of such subpoena, court order, or other governmental process, shall
notify, by personal delivery or by facsimile, confirmed by mail or by
certified mail, return receipt requested. the Company and, at the Company's
expense, the Executive shall:
(a) take all reasonably necessary steps requested by the
Company to defend against the enforcement of such
subpoena, court order or other governmental process, and
(b) permit the Company to intervene and participate with
counsel of its choice in any proceeding relating to the
enforcement thereof.
4.3 Upon termination of his employment with the Company, or at any
time the Company's Board of Directors may reasonably request, the Executive
will promptly deliver to the Company all memoranda, notes, records, reports,
manuals, drawings, blueprints and other documents (and all copies thereof)
relating to the business of the Company and all property associated therewith,
which he may then possess or have under his control.
4.4 During the term of his employment with the Company and for a
period of one (1) fiscal year thereafter, except in the event of a termination
without cause prior to the end of the Initial Expiration Date, the Executive
shall not, without the express prior written permission of the Company, in the
State of Maryland, the Commonwealth of Virginia, the Commonwealth of
Pennsylvania and the District of Columbia, directly or indirectly: (i) enter
into the employ of or render any significant and material services to any
person, firm or corporation engaged in any Competitive Business (as defined in
Section 6); (ii) engage in any Competitive Business for his own account; (iii)
become associated with or interested in any Competitive Business as an
individual, partner, shareholder, creditor, director, officer, principal,
agent, employee, trustee, consultant, advisor or in any other relationship or
capacity; (iv) employ or retain, or have or cause any other person or entity
to employ or retain, any person who was employed or retained by Company while
the Executive was employed by the Company; or (v) solicit, interfere with, or
endeavor to entice away from the Company any of its or their customers or
sources of supply. Nothing in this Agreement, however, shall preclude the
Executive from investing his personal assets in the securities of any
corporation or other business entity which is engaged in a Competitive
Business if such securities are traded on a national stock exchange or in
over-the-counter market and if such investment does not result in his actually
and/or beneficially owning, at any time, more than five percent (5 %) of the
publicly traded equity securities of such competitor. Notwithstanding any
other provision of this Agreement, the event of a termination occurring prior
to the end of the Initial Term either without cause or a voluntary termination
for good reason, the Executive shall be free from the restrictions set forth
in this Section 4.4.
4.5 If the Executive commits a breach, or threatens to commit a
breach, of any of the provisions of Sections 4.2 through 4.4, the Company
shall have the right and remedy:
(a) to have the provisions of this Agreement specifically
enforced by any court having equity jurisdiction, it being
acknowledged and agreed by the Executive that the services
being rendered hereunder to the Company are of a special,
unique and extraordinary character and that any such breach
or threatened breach will cause irreparable injury to the
Company and that money damages alone will not provide an
adequate remedy to the Company; and
(b) to require the Executive to account for and pay over to the
Company all compensation, profits, monies, accruals,
increments or other benefits (collectively "Benefits")
derived or received by the Executive as the result of any
transactions constituting a breach of any of the provisions
of Sections 4.2 through 4.4, and the Executive hereby agrees
to account for and pay over such Benefits to the Company.
Each of the rights and remedies enumerated in this Section
4.5 shall be independent of the other, and shall be
severally enforceable. and such rights and remedies shall be
in addition to, and not in lieu of, any other rights and
remedies available to the Company under law or equity.
4.6 If the Executive shall violate any covenant contained in Section
4.4, the duration of such covenant so violated shall be automatically extended
for a period of two (2) years from the date on which the Executive permanently
ceases such violation or for a period of two (2) years from the date of the
entry by a court of competent jurisdiction of a final order or judgment
enforcing such covenant, whichever period is later.
4.7 If any provision of Sections 4.2 or 4.4 is held to be
unenforceable because of the scope, duration or area of its applicability, the
tribunal making such determination shall have the power to modify such scope,
duration, or area, or all of them to the minimum extent necessary so that
these provisions would be enforceable, and such provision or provisions shall
then be applicable in such modified form.
(iv) The Executive acknowledges that he will be directly
and materially involved as a senior executive in all
important policy and operational decisions of the
Company. The Executive further acknowledges that the
scope of the foregoing restrictions has been
specifically bargained between the Company and the
Executive, each being fully informed of all relevant
facts. Accordingly, the Executive acknowledges that
the foregoing restrictions of this Section 4 are fair
and reasonable, are minimally necessary to protect
the Company, its stockholders and the public from the
unfair competition of the Executive who, as a result
of his employment with the Company, will have had
unlimited access to the most confidential and
important information of the Company, its business
and future plans. The Executive furthermore
acknowledges that no unreasonable harm or injury will
be suffered by him from enforcement of the covenants
contained herein and that he will be able to earn a
reasonable livelihood following termination of his
employment notwithstanding enforcement of the
covenants contained herein.
(v) Both the Company and the Executive do hereby further
acknowledge and agree that none of the time span,
scope or area covered by the restrictive covenants
above is or are unreasonable, and that it is the
specific intent of both the Company and the Executive
that each and all of the provisions set forth in this
section shall be valid and enforceable as
specifically set forth hereinabove to the fullest
extent possible. If it shall be judicially deter
mined that any of the provisions set forth in this
section shall not be valid or enforceable as
specifically set forth hereinabove, such provision
shall not be declared invalid but rather shall be
modified in such manner so as to result in the same
being valid and enforceable to the maximum extent
permitted by law. It is further agreed and
understood that, because of the highly confidential
and sensitive nature of the Company's business, in
the event of any violation by the Executive of any of
the preceding provisions of this section, the Company
may, in addition to any other remedies which it may
have, obtain injunctive relief in any court of
appropriate jurisdiction to enforce the terms hereof.
5. Laws of the State of Maryland to Govern.
(a) This Agreement shall be construed and interpreted exclusively in
accordance with the applicable laws of the State of Maryland,
without regard to its conflicts of law provisions that might
refer the construction or interpretation of this Agreement to the
laws of another state.
(b) If any legal action is necessary to enforce the terms of this
Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees in addition to any other relief to which that
party may be entitled.
6. Definitions. As used in this Agreement, the term "Competitive
Business" shall mean either: (A) any of the development, production,
marketing or distribution of products and services of the information
technology industry; or (B) any other product or service (including
software-related products or services) of every nature, kind and description
whatsoever which was under active development, production, marketing or
distribution by the Company at the time of the termination of the Executive's
employment, as documented by existing Company records at the time of such
termination.
7. Miscellaneous Provisions.
7.1 Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be
in writing and shall be deemed to be given upon (i) delivery in person, (ii)
five (5) days after being deposited in the mail, postage prepaid, for mailing
by certified or registered mail, (iii) one (1) day after being deposited with
an overnight courier service, charges prepaid, or (iv) when transmitted by
facsimile, with a copy simultaneously set as provided in causes, (ii) and
(iii), in every case as follows:
If to the Company, delivered or mailed to:
IT Partners, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
with a copy delivered or mailed by the same method to:
Xxxxx X. X'Xxxxxxx, Esquire
Semmes, Xxxxx & Semrnes
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
If to the Executive, delivered or mailed to:
Xxxxxxxxxxx X. Xxxxxxx
c/o A-COM, Inc.
00000-X Xxxxx Xxx Xxxx
Xxxxxxxxx,. Xxxxxxxx 00000
with a copy delivered or mailed by the same method to:
Xxxxxxx X. Xxxxxxx, Esq.
Law Office of Xxxxxxx X. Xxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
7.2 Entire Agreement. This Agreement sets forth the entire
agreement of the parties with regard to the specific subject matter hereof and
is intended to supersede all prior negotiations, understandings and
agreements. No provisions of this Agreement may be waived or changed except
by a writing signed by the party against whom such waiver or change is sought
to be enforced. The failure of any party to require performance of any
provision hereof shall in no manner affect his or its right at a later time to
enforce such provision.
7.3 Article Headings. The article headings are inserted only as a
matter of convenience and for reference and in no way define, limit or
describe the scope or intent of any provision of this Agreement.
7.4 Confidential Nature. The parties acknowledge that all of the
terms and conditions of this Agreement are of a confidential and sensitive
nature and shall be disclosed or divulged to any third party whatsoever only
to the extent required by any applicable requirement of law.
7.5 Further Assurances. The parties hereto hereby agree to do such
further acts and things, and to execute and deliver such additional
conveyances, assignments, agreements and instruments from time to time, as
either may at any time reasonably request in order to better assure and
confirm unto each party their respective rights, powers and remedies conferred
hereunder.
7.6 Arbitration. Except with respect to Section 4 hereof for which
specific performance shall be available, any and all claims, demands,
disputes, controversies, differences or misunderstandings arising out of or
relating to this Agreement, or the failure or refusal to perform the whole or
any part hereof, shall be settled by arbitration conducted in Baltimore,
Maryland by the American Arbitration Association (the "AAA") in accordance
with the rules thereof then pertaining. Each of the parties hereto hereby
submit to the jurisdiction of the courts of the State of Maryland in any
proceeding for the enforcement of this Agreement to arbitrate and for the
enforcement of the award rendered by the arbitrators, and agree that judgment
upon such award may be entered in any court, in or out of the State of
Maryland, having jurisdiction thereof. The fees of the AAA shall be borne by
the parties equally.
7.7 Specific Performance. Subject to Section 7.6 above, the parties
hereto hereby expressly recognize and acknowledge that extensive and
irreparable damage would result in the event that this Agreement is not
specifically enforced. Therefore, their respective rights and obligations
hereunder shall be enforceable in a court of equity by a decree of specific
performance and appropriate injunctive relief may be applied for and granted
in connection therewith. Such remedies and any and all other remedies
provided for in this Agreement shall, however, be cumulative and not exclusive
and shall be in addition to any other remedies which any party may have under
this Agreement or otherwise.
7.8 Severability. If any term or condition of this Agreement should
be held invalid by a court, arbitrator or tribunal of competent jurisdiction
in any respect, such invalidity shall not affect the validity of any other
term or condition hereof. If any term or condition of this Agreement should
be held to be unreasonable as to time, scope or otherwise by such a court,
arbitrator or tribunal, it shall be construed by limiting or reducing it to
the minimum extent so as to be enforceable under then applicable law. The
parties hereto acknowledge that they would have executed this Agreement with
any such invalid term or condition excluded or with any such unreasonable term
or condition so limited or reduced.
7.9 Binding Effect. This Agreement shall be binding upon, and inure
to the benefit of, the heirs, personal representatives, legal successors and
assigns of the respective parties hereto; provided that, neither party shall
assign this Agreement (by merges, consolidation, operation of law or
otherwise) without the written consent of the others and any attempted
assignment without said consent shall be null, void and without any effect
whatsoever ab initio. Nothing in this Agreement shall be construed as
granting to any person or entity whatsoever other than the parties hereto, and
their respective successors and permitted assigns, and any remedy, claim or
other privilege or right under or in respect of this Agreement or any
provision hereof.
7.10 Construction. The parties acknowledge that each party and its
counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement
or any amendments or exhibits hereto.
WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
/s/Xxxxxxxxxxx Xxxxxxx
---------------------
Xxxxxxxxxxx Xxxxxxx
IT PARTNERS, INC
By:/s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx
