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EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") entered into as of the seventh
day of January, 1999 by and between MED/WASTE, INC., a Delaware corporation (the
"Company"), and XXXXXX XXXXXX ("XXXXXX").
R E C I T A L S:
A. The Company is engaged in the medical waste management business
through its wholly owned subsidiaries (the "Business");
X. XXXXXX has substantial experience in the operation and management of
the medical waste business; and
C. The Company desires to employ XXXXXX as the Company's Executive Vice
President and Chief Operating Officer and XXXXXX desires to be employed by the
Company in such position on the terms and conditions provided herein; and
D. The Company believes that it is in the best interest of the Company
to assure XXXXXX of a secure minimum compensation and to diminish the inevitable
distraction of XXXXXX that may result in the event of the possibility, threat or
occurrence of a Change of Control (as defined below) by providing for certain
compensation arrangements upon a Change of Control.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties agree as follows:
1. RECITATIONS. The above recitations are true and correct and are
incorporated herein by this reference.
2. POSITION OF EMPLOYMENT.
2.1. EMPLOYMENT POSITION. The Company hereby retains and
employs XXXXXX as Executive Vice President, Chief Operating Officer of the
Business during the term of this Agreement, and the Officers of the Company
shall use best efforts to have XXXXXX elected as a Director of the Board once
Xx. Xxxxxx resigns or is removed from the Board. XXXXXX shall perform such
duties as are usually performed by an Executive Vice President and Chief
Operating Officer of a business similar in size and scope as the Company and
such other reasonable additional duties as may be prescribed from time to time
by the Company's Board of Directors which are reasonable
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and consistent with the Company's operations, taking into account XXXXXX'
education, expertise and job responsibilities. XXXXXX shall report directly to
the Chief Executive Officer AND THE BOARD OF DIRECTORS OF THE COMPANY. All major
actions of XXXXXX shall be subject and subordinate to the review and approval of
the Chief Executive Officer and the Board of Directors. The Board of Directors
shall be the final and exclusive arbiter of all policy decisions relative to
Company's Business. In the interim between Board or Executive Committee
meetings, the Chairman of the Board shall be the exclusive arbiter of policy
matters.
2.2. DEVOTION OF TIME. During the term of this Agreement,
XXXXXX agrees to devote full time and attention during normal business hours to
the business and affairs of the Company to the extent necessary to discharge the
responsibilities assigned to XXXXXX and to use best efforts to perform
faithfully and efficiently such responsibilities. During this Agreement, it
shall not be a violation of this agreement for XXXXXX to (i) serve on corporate,
civic or charitable boards or committees; (ii) deliver lectures, fulfill
speaking engagements or teach at educational institutions; or (iii) manage
personal investments (i.e. HACIENDA CAMAEL) so long as such activities do not
significantly interfere with the performance of XXXXXX' responsibilities with
the Company and which investments are not in direct competition with the
Company.
2.3. CORPORATE OPPORTUNITY. It is the express understanding by
and between the parties that the doctrine of corporate opportunity as set forth
in Delaware corporate law shall apply to XXXXXX and the Company for any business
opportunities in the medical or solid waste industries or such other industry in
which the Company operates during the term of this Agreement.
2.4. LOCATION OF EMPLOYMENT. Unless otherwise agreed by
XXXXXX, XXXXXX' principal place of employment shall be in a mutually agreeable
location and facility within Miami-Dade County, Florida.
3. TERM OF EMPLOYMENT
3.1. TERM OF EMPLOYMENT. This Agreement shall begin as of the
date hereof (the "Commencement Date") and shall end on December 31, 2003,
subject to earlier termination as otherwise set forth in this Agreement.
3.2. TERMINATION OF EMPLOYMENT BY THE COMPANY FOR
NON-PERFORMANCE. The Company may terminate XXXXXX' employment upon thirty (30)
days written notice for the following reasons: if
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3.2.1. A material default or breach by XXXXXX of any
of the provisions of this Agreement;
3.2.2. Failure to follow reasonable and lawful
directives of the Company's Board of Directors, which are consistent with
XXXXXX' job responsibilities and performance.
XXXXXX shall have the right to cure any such default under this Section
3.2 within the thirty (30) day period or such additional time as is reasonably
necessary to cure such default if XXXXXX is using diligent effort to cure such
default. The notice must set forth in reasonable detail the facts underlying the
termination. In the event that XXXXXX' employment is terminated in accordance
with the provisions of this Section 3.2, the Company shall not be liable for any
further compensation or benefits following the effective date of termination
other than accrued Base Salary. Notwithstanding any termination herein, the
provisions of Sections 7, 8, 9, 10, 11 and 12 shall remain in full force and
effect.
3.3. TERMINATION BY THE COMPANY FOR CAUSE. The Company may
terminate XXXXXX' employment effective upon written notice, if such termination
is for "Cause." For purposes of this Agreement, "Cause" is defined as:
3.3.1. Death of XXXXXX;
3.3.2. Actions by XXXXXX constituting fraud,
embezzlement or dishonesty;
3.3.3. Furnishing MATERIAL false, misleading, or
omissive information to the Company's Board of Directors or any committee
thereof;
3.3.4. Actions constituting a MATERIAL breach of the
confidentiality of the Business and/or trade secrets of the Company;
3.3.5. The commission of an act by XXXXXX involving
moral turpitude WHICH IS EVIDENCED BY ACTUAL DETRIMENTAL IMPACT on the business
or reputation of the Company;
3.3.6. Intoxication by alcohol or drugs during the
performance of duties on more than one occasion WHICH IS EVIDENCED BY ACTUAL
DETRIMENTAL IMPACT on the business or reputation of the Company; or
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3.3.7. Any action which constitutes insubordination
as to the Company's Board of Directors.
Upon termination for Cause, the Company shall not be liable for any further
compensation or benefits following the effective date of termination other than
accrued Base Salary. Notwithstanding any termination herein, the provisions of
Sections 7, 8, 9, 10, 11 and 12 shall remain in full force and effect.
3.4. TERMINATION WITHOUT CAUSE BY THE COMPANY. The Company
shall have the right to terminate this Agreement without cause on thirty (30)
days written notice. Upon termination by the Company without cause, the Company
shall not be liable for any further compensation, other than remaining Base
Salary which would have been paid for the balance of the term of this Agreement
if it were not terminated. The payment under this Section 3.4 shall be payable
in cash on the same dates and in the same process as Base Salary was payable
prior to the effective date of termination. Notwithstanding any termination
herein, the provisions of Sections 7, 8, 9, 10, 11 and 12 shall remain in full
force and effect during the balance of the term and WHILE PAYMENTS ARE BEING
MADE; provided however, that in the event of any breach of the provisions of
Sections 7 or 8, the Company shall thereafter immediately terminate all payments
which shall not be the Company's exclusive remedy for such breach. If and when
the payments cease, so shall the obligations of Sections 8, 9, 10, 11 and 12.
3.5. TERMINATION BY XXXXXX. XXXXXX may terminate this
Agreement upon thirty (30) days written notice after a material default of this
Agreement by the Company, which default is not cured within the thirty-day
notice period, or if Company requires XXXXXX to be based at any office outside
of Miami-Dade County. Such notice shall set forth in reasonable detail the facts
underlying the default. If XXXXXX terminates this Agreement under this Section
3.5, XXXXXX shall be entitled to the remaining Base Salary which would have been
paid for the balance of the term of this Agreement if it were not terminated.
The payment under this Section 3.5 shall be payable in cash on the same dates
and in the same process as Base Salary was payable prior to the effective date
of termination. So long as the Company continues to make payment of Base Salary
herein, the provisions of Sections 7, 8, 9, 10, 11 and 12 shall remain in full
force and effect; provided however, that in the event of any breach of the
provisions of Sections 7 or 8, the Company shall thereafter have the right to
immediately terminate all payments which shall not be the Company's exclusive
remedy for such breach.
3.6. TERMINATION BY XXXXXX UPON CHANGE OF CONTROL. XXXXXX may
terminate this Agreement upon thirty (30) days written notice at any time within
ninety (90) days after a "Change of Control" occurs. Upon such termination,
XXXXXX
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shall be entitled to the greater of (a) $500,000 or (b) the remaining
Base Salary which would have been paid for the balance of the term of this
Agreement if it were not terminated pursuant to this Section 3.6. Such severance
upon a change of control shall be payable in cash in twenty-four (24) monthly
installments on the first day of each month commencing the month following
termination for a period of twenty-four (24) months. Change of Control is
defined for the purposes of this Agreement as any of the following acts:
3.6.1. The acquisition by any person, entity or
"group" within the meaning of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of fifty (50%) percent or more of
either the then outstanding shares of the Company's common stock or the combined
voting power of the Company's then outstanding voting securities entitled to
vote generally in the election of directors; or
3.6.2. If the individuals who serve on the Company
Board of Directors as of the Commencement Date (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of Directors;
provided, however, that any person who becomes a director subsequent to the
Commencement Date whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of the directors then
compiling the Incumbent Board shall be for purposes of this Agreement considered
as if such person was a member of the Incumbent Board; or
3.6.3. Approval by the Company's stockholders of (i)
a merger, reorganization or consolidation whereby the Company's shareholders
immediately prior to such approval do not, immediately after consummation of
such reorganization, merger or consolidation own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
surviving entity's then outstanding voting securities; or (ii) liquidation or
dissolution of the Company; or (iii) the sale of all or substantially all of the
assets of the Company.
3.7. AUTOMATIC EXTENSION. This Agreement shall be
automatically extended for successive five (5) year periods at the end of the
initial or extended terms, unless either party provides written notice of
termination to the other party at least six (6) months prior to the expiration
of the initial or such extended term, respectively.
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4. COMPENSATION AND BENEFITS.
4.1. SALARY. For the first year of the term of this Agreement,
Company shall pay to XXXXXX, not less often than monthly, a base salary at a
total annual rate of $185,000 (the "Base Salary"), payable in cash. For each
year commencing January 1, 2000, Base Salary shall be the prior year's Base
Salary increased in accordance with Section 4.2 herein. The parties acknowledge
and agree that it is the Company's goal to increase Base Salary to $225,000 as
soon as the Board of Directors determine in its sole discretion that the
Company's profitability can support such Base Salary. Notwithstanding, there is
no requirement that Base Salary be so increased other than in accordance with
Section 4.2 herein. Base Salary shall be paid in regular payroll intervals
consistent with payroll policy established by the Company from time to time.
4.2. COST OF LIVING INCREASE. XXXXXX' Base Salary shall be
automatically increased on January 1 of each year commencing January 1, 2000
(the "Yearly Increase") by the greater of (i) $10,000, or (ii) the percentage
increase, if any, of the consumer price index for Urban Wage Earning and
Clerical Workers (Greater Metropolitan Miami Area, all items) issued by the
Bureau of Labor Statistics of the U.S. Department of Labor using the year 1967
as a base of 100 (the "Index"). In the event the Index ceases to be published
during the term of this Agreement or any extension thereof, the parties shall
use a mutually acceptable comparable statistical index on the cost of living in
the United States as shall then be computed and published by an agency of the
United States. The Company Board of Directors shall have the discretion to grant
increases of Base Salary in excess of the amount provided herein.
4.3. BONUS. Prior to the commencement of each fiscal year of
the Company, the Board of Directors, or its Compensation Committee shall
establish an Incentive Bonus Plan for such fiscal year. The Incentive Bonus Plan
shall entitle XXXXXX to earn a bonus based upon certain goals and objectives to
be established in such Incentive Bonus Plan, including profitability of the
Company. Such Bonus, if any shall be payable in cash within ninety (90) days
following the end of such fiscal year.
4.4. STOCK OPTIONS. Upon the Commencement Date herein, the
Company shall cause to be granted to XXXXXX options to purchase an aggregate of
100,000 shares of the Company's common stock, $.001 par value pursuant to the
Company's 1996 Employee Stock Option Plan. The exercise price shall be the
closing sale price of the company's common stock on the Commencement Date as
reported on the NASDAQ Small Cap Market. Such Options shall have a term of five
years and shall vest and be exercisable 50% six months following the
Commencement Date and the balance on the first anniversary of the Commencement
Date. Notwithstanding, vesting of options shall immediately accelerate upon an
event of Change of Control as defined
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in Section 3.5 herein. All other terms and conditions of the options shall be
governed by the provisions of the 1996 Employee Stock Option Plan. In addition,
XXXXXX shall be eligible from time to time to receive grants of stock options,
under stock option plans or otherwise, in such amounts and at such times as
determined by the Board of Directors or any committee thereof.
4.5. ADDITIONAL BENEFITS.
4.5.1. VACATION. XXXXXX shall be entitled to a
minimum of three (3) weeks paid vacation during each twelve-month period during
the term of this Agreement. Any vacation not taken, will not be paid in cash and
will not cumulate from year to year. In addition, XXXXXX shall be entitled to
paid time off for the same holidays as other employees of the Company as
established by the Company's Board of Directors.
4.5.2. AUTOMOBILE EXPENSES. During the term of this
Agreement, the Company pay to XXXXXX an automobile expense allowance of $800 per
month. Such automobile allowance shall be inclusive of insurance, gasoline,
maintenance, depreciation and all other expenses associated therewith.
4.5.3. REIMBURSEMENT OF EXPENSES. XXXXXX shall be
reimbursed by the Company for all Business expenses which are reasonably
incurred by XXXXXX in the performance of his duties under this Agreement. All
reimbursable travel expenses shall be in accordance with mutually agreeable and
reasonable policy.
4.5.4. PARTICIPATION IN EMPLOYEE BENEFIT PLANS.
XXXXXX and his dependents shall be entitled to participate, subject to
eligibility and other terms generally established by the Company's Board of
Directors, in any group hospitalization, health, dental care, profit sharing and
pension, and other benefit plans, as may be adopted or amended by the Company
from time to time.
5. DISABILITY.
5.1. DISABILITY. In the event that XXXXXX shall become
mentally or physically Disabled (as hereinafter defined) so as to be unable to
fully perform his duties herein, XXXXXX shall continue to receive his Base
Salary for the first six (6) months or any part thereof of any continuous
Disability, less any amounts received by him under any disability insurance, the
premiums of which are paid for by Company. If upon the expiration of six (6)
months of continuous Disability, XXXXXX remains incapacitated (hereinafter
"Permanent Disability"), the Company shall have the right to immediately
terminate this Agreement. The Company shall not have any liability
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thereafter for any further compensation or benefits. Notwithstanding any
termination herein, the provisions of Sections 6, 7, 8, 9, 10 and 11 shall
remain in full force and effect;
5.2. DEFINITION OF DISABILITY. Disability for the purposes of
this Section 5 shall mean the inability of XXXXXX to perform his duties as
described herein as determined by an independent physician mutually acceptable
to the Company and XXXXXX.
6. REPRESENTATION BY XXXXXX. XXXXXX hereby represents to the Company
that he is physically and mentally capable of performing his duties hereunder
and he has no knowledge of any present or past physical or mental condition
which would cause him not to be able to perform his duties hereunder. XXXXXX
represents and warrants that he is not subject of any restrictive covenants
under any other agreements prohibiting his performance in full hereunder, or
which would subject the Company to any claims for tortious interference.
7. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.
7.1. CONFIDENTIALITY. XXXXXX shall not, during the term of
this Agreement or at anytime thereafter, divulge, furnish or make accessible to
anyone without Company's prior written consent any knowledge or information with
respect to any confidential or secret aspect of the Business, including but not
limited to: the Company's costs; supplier's names, pricing and terms; customer
names, addresses and telephone numbers, billing procedures; pricing; the
Company's Business techniques, computer programs and printouts; identity of
prospective customers; confidential information disclosed by the Company's
customers to the Company; the Company's banking relationships, including the
extent and terms of lines of credit and borrowing costs; or other information
concerning the business or its employees, unless the information is legally
compelled or already exists in the public domain.
7.2. OWNERSHIP OF INFORMATION. XXXXXX recognizes that all
records, customer lists, supplier lists, material cost data, files,
correspondence with customers and suppliers of material and services, computer
printouts, contacts, reports, notes, business plans, compilations of other
recorded matter, and copies or reproductions thereof, relating to the Company's
operations and activities and other information relating to the Company, its
customers and suppliers, made or received by XXXXXX in the course of his
employment are the exclusive property of the Company and XXXXXX holds and uses
same as trustee for the Company and subject to the Company's sole
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control and will deliver same to the Company at the termination of his
employment, or earlier if so requested by the Company in writing, unless the
information is legally compelled or already exists in the public domain. All of
such information which if lost or used by XXXXXX outside the scope of his
employment could cause irreparable and continuing injury to the Company's
Business for which there may not be an adequate remedy at law.
8. RESTRICTIVE COVENANT. As an inducement to cause the Company to enter
into this Agreement, XXXXXX covenants and agrees that during his employment and,
for a period of eighteen (18) months after he ceases to be employed by the
Company, for any reason other than Section 3.4:
8.1. RESTRICTION. XXXXXX will not be an employee, agent,
director, stockholder or owner (except of not more than controlling interest of
the securities of any publicly traded entity), partner, consultant, financial
backer, creditor or be otherwise directly or indirectly connected with or
participate in the management, operation or control of any Business, firms,
proprietorship, corporation, partnership, association, entity or venture engaged
in the provision of services or supplies similar to the Business (a "Competing
Business") within any state in which the Company or any of its subsidiaries at
the termination of this Agreement maintain any operations, whether hauling,
sales, treatment or disposal (the "Restricted Area").
8.2. SOLICITATION OF BUSINESS. XXXXXX will not initiate any
contact with, call upon, solicit business from, sell or render services to any
customer of the Company with respect to a Competing Business in the Restricted
Area or purchase from any supplier or potential supplier any materials for same
and XXXXXX shall not directly or indirectly aid or assist any other person, firm
or corporation to do any of the aforesaid acts.
8.3. SOLICITATION OF EMPLOYEES. XXXXXX will not directly or
indirectly, as principal, agent, owner, partner, stockholder, officer, director,
employee, independent contractor or consultant or in any individual or
representative capacity for himself or on behalf of any business, firm,
corporation, partnership association or proprietorship, initiate contact with or
solicit, or directly or indirectly cause others to solicit the employment of any
officer, sales person, agent, or other employee of the Company, for the purpose
of causing said officer, sales person, agent of other employee to terminate
employment with the Company for the purpose of obtaining employment by a
Competing Business in the Restricted Area.
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9. ACKNOWLEDGMENT. XXXXXX HEREBY ACKNOWLEDGES AND UNDERSTANDS THIS
AGREEMENT INHIBITS XXXXXX' ABILITY TO WORK FOR THE SAME OR SIMILAR KIND OF
BUSINESS FOR A PERIOD OF EIGHTEEN (18) MONTHS AFTER THE END OF XXXXXX'
EMPLOYMENT WITH THE COMPANY. XXXXXX acknowledges and confirms that the length of
the term and geographic restrictions contained in this Agreement are fair and
reasonable and not the result of overreaching, duress or coercion of any kind.
XXXXXX further acknowledges and confirms that his full, uninhibited and faithful
observance of each of the covenants contained in this Agreement will not cause
any undue hardships, financial or otherwise, and that enforcement of this
Agreement will not impair XXXXXX' ability to obtain employment commensurate with
XXXXXX' ability and on terms fully acceptable to XXXXXX. XXXXXX acknowledges
that XXXXXX will be receiving significant information regarding the Business
which XXXXXX has not previously received and would not receive without being
employed by the Company. XXXXXX acknowledges and confirms that such information
would cause the Company serious injury and loss if used by XXXXXX for the
benefit of a competitor.
10. MATERIAL VIOLATION. A violation of Sections 7 or 8 shall constitute
a material and substantial breach of this Agreement and shall result in the
imposition of the Company's remedies contained in Section 12. XXXXXX
acknowledges that compliance with the provisions of Sections 7 and 8 are
necessary to protect the goodwill and proprietary interests of the Company and
is a material condition of employment.
11. MATERIAL COVENANTS. It is understood by and between the parties
that the forgoing covenants set forth in Sections 7 and 8 are essential elements
of this Agreement, and that but for the agreement of XXXXXX to comply with such
covenants, the Company would not have entered into this Agreement. Such
covenants by XXXXXX shall be construed as agreements independent of any other
provision of this Agreement and the existence of any claim or cause of action
XXXXXX may have against the Company whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
these covenants.
12. REMEDIES. XXXXXX hereby acknowledges, covenants and agrees that in
the event of a material default or breach under this Agreement:
12.1. INJUNCTIVE RELIEF. The Company will suffer irreparable
and continuing damages as a result of such breach and its remedy at law will be
inadequate. XXXXXX agrees that in the event of a violation of breach of this
Agreement, in addition to any other remedies available to them, the Company
shall be entitled to an injunction restraining any such default or any other
appropriate decree of specific performance, without any requirement to prove
actual damages or to post any bond or any other
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security and to any other equitable relief the court deems proper; and
12.2 TERMINATION OF SEVERANCE. The Company shall immediately
cease any payments owing to XXXXXX and shall have no further obligations
thereunder;
12.3. NON-EXCLUSIVE REMEDY. Any and all of the Company's
remedies described in this Agreement shall not be exclusive and shall be in
addition to any other remedies which the Company may have at law or in equity
including, but not limited to, the right to monetary damages.
13. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses, sections, subdivisions, or subsections contained in
this Agreement shall not affect the enforceability of the remaining portions of
this Agreement or any part thereof, all of which are inserted conditionally on
their being legally valid. In the event that one or more of the words, phrases,
sentences clauses, sections, subdivisions, subparagraphs, or articles are
determined to be unenforceable and if such invalidity shall be caused by the
length of any period of time or the size of any area set forth in any part
hereof, such period of time or such area, or both, shall be considered to be
reduced to a period or area which would cure such invalidity.
14. INDEMNIFICATION. The Company agrees to indemnify XXXXXX for any and
all liabilities to which he may be subject as a result of his service to the
company as an officer, director, or agent or of any other enterprise in which he
serves at the request of the Company, or otherwise as a result of his employment
hereunder, including all expenses, including legal fees and costs incurred as a
result of any proceedings brought or threatened against XXXXXX, to the fullest
extent permitted by law. Counsel's fees, to the fullest extent permitted by law,
shall be paid by the Company in advance of any final disposition of a proceeding
upon receipt of an undertaking by XXXXXX that he will repay such fees if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to indemnification.
15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their successors and assigns. Subject to the provisions of
Section 3.5 hereof, the Company shall require any Successor to expressly assume
and agree to be bound by the terms of this Agreement in the same manner and to
the same extent that the Company would be required to perform if no succession
had occurred. The Company shall be in material breach of this Agreement if any
such ITS successor fails to expressly assume or otherwise agree to guaranty
performance of this Agreement to the extent the Company was obligated prior to
any succession.
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16. NOTICE. Any notices or other communications to any party pursuant
to or relating to this Agreement must be in writing and shall be deemed to have
been given or delivered when (i) hand-delivered; (ii) mailed through the U.S.
Postal Service via certified mail, return receipt requested, postage prepaid;
(iii) through a nationally recognized overnight courier; or (iv) via facsimile,
to the party at their addresses below:
XXXXXX: X.X. Xxx 000000
Xxxxx, Xxxxxxx 00000-0000
With a copy to: S. Xxxxxx Xxxxx
Hanzman, Criden, Chaykin, Xxxxx & Xxxxx, P.A.
First Union Financial Center, Xxxxx 0000
Xxxxx, XX 00000
The Company: Med/Waste, Inc.
0000 X.X. 000xx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
With a copy to: XXXXX X. XXXXXX, ESQ.
Wallace, Bauman, Legon, Fodiman &
Xxxxxxx, P.A.
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
or such other address given by such party to the other party at any time
hereafter.
17. ENTIRE AGREEMENT. This Agreement contains the sole and entire
agreement between the parties with respect to the subject matter hereof.
18. AMENDMENT. No amendment, waiver or modification of this Agreement
or any provisions of this Agreement shall be valid unless in writing and duly
executed by both parties.
19. BINDING AGREEMENT. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective heirs, legal representatives,
successors and assigns.
20. WAIVER. Any waiver by any party of any breach of any provision of
this Agreement shall not be considered as or constitute a continuing waiver or
waiver of any other breach of any provision of this Agreement.
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21. CAPTIONS. Captions contained in this Agreement are inserted only as
a matter of convenience or for reference and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provisions of this
Agreement.
22. ATTORNEY'S FEES. In the event of any litigation arising out of this
Agreement, the prevailing party shall be entitled to recover its attorneys' fees
and costs, including attorneys' fees and costs incurred on appeal.
23. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
MED/WASTE, INC., a Delaware corporation
By:
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XXXXXX X. XXXXXXX,
President/Chief Executive Officer
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XXXXXX XXXXXX
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