{"id":38689,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-newsedge-corp-and-edward-r-siegfried.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-newsedge-corp-and-edward-r-siegfried","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-newsedge-corp-and-edward-r-siegfried.html","title":{"rendered":"Consulting Agreement &#8211; NewsEdge Corp. and Edward R. Siegfried"},"content":{"rendered":"<pre>                                   AGREEMENT\n\n     THIS AGREEMENT is made on March 31, 1999 by and between EDWARD R. SIEGFRIED\nof 21 Camelot Drive, Hingham, Massachusetts 02043 (the 'Executive'), and\nNEWSEDGE CORPORATION, a Delaware corporation with a principal place of business\nat 80 Blanchard Road, Burlington, Massachusetts 01803 (the 'Company'),\n\n     WHEREAS, the Executive is currently the Vice President and Chief Financial\nOfficer of the Company; and\n\n     WHEREAS, the Executive has informed the Company that he desires to resin\nhis position as Vice President and Chief Financial Officer effective March 31,\n1999; and\n\n     WHEREAS, The Company desires to continue to employ the Executive to render\nservices to the Company as an employee consultant and the Executive desires to\naccept such employment, all on the terms and conditions hereinafter provided;\n\n     NOW, THEREFORE, for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, and in consideration of the mutual\ncovenants and obligations herein contained, the parties hereto agree as follows;\n\n1.   Positions and Responsibilities\n     ------------------------------\n\n     (a)  Employment Position.  The Executive shall serve the Company as Senior\n          -------------------\n          Executive Consultant under the terms and conditions of this Agreement.\n          As Senior Executive Consultant the Executive shall report to the Chief\n          Executive Officer of the Company, and his service shall be subject to\n          the direction and control of the Chief Executive Officer.\n\n     (b)  Responsibilities effective April 1, 1999.  For the period beginning\n          ----------------------------------------\n          with the commencement of the term of this Agreement (as set forth in\n          paragraph 2) and ending ____________________, (the Transition\n          Effective Date') but in no event later than June 30, 1999 (the\n          'Transition Period'), the Executive shall be engaged in (i) the\n          performance of his current duties as Vice President and Chief\n          Financial Officer ('Transition Duties'), as well as (ii) general\n          matters of financial strategy and business development, implementation\n          of major alliances, acquisitions and mergers, investor relations, and\n          any other matters and duties as may reasonably be requested by the\n          Chief Executive Officer. During the Transition Period the Executive\n          shall devote substantially all of his business time, attention and\n          services to the diligent, faithful and competent discharge of such\n          duties for the successful operation of the Company's business.\n\n     (c)  Responsibilities After The Transition Effective Date:  For the\n          -----------------------------------------------------\n          remainder of the term of this Agreement after the Transition Effective\n          Date (the 'Remaining Term'), the Executive shall serve the Company as\n          shall be mutually agreed by the parties. During the Remaining Term the\n          Executive's duties, which he shall discharge diligently, faithfully\n          and competently, shall be unchanged except that, unless otherwise\n          mutually agreed between the parties, the Executive shall have no\n\n \n                                      -2-\n\n\n          Transition Duties.  The Executive may engage in any activity on his\n          own time without Company approval, provided the same does not conflict\n          or compete with any interest of the Company or interfere with the\n          Executive's performance of his duties hereunder.\n\n2.   Term\n     ----\n\n     The term of this Agreement shall commence on March 31, 1999, and shall\n     expire on the third anniversary of the Transition Effective Date, which\n     date shall not be later than June 30, 2002, unless terminated sooner in\n     accordance with the provisions of Paragraph 4.\n\n3.   Compensation\n     ------------\n\n     (a) Salary. During the Transition Period, the Company shall pay to the\n         ------\n     Executive salary at the annual rate of One Hundred Seventy Eight Thousand\n     Dollars ($178,000). payable in semi-monthly installments.  During the\n     Remaining Term, the Company shall pay to the executive salary at the annual\n     rate of Fifty Thousand Dollars ($50,000), payable in semi-monthly\n     installments. Salary payments shall be subject to all applicable federal\n     and state withholding, payroll and other taxes.  The Executive's salary may\n     be adjusted at any time by mutual agreement of the parties, but shall not\n     be lowered from the amounts hereinabove specified for the Transition Period\n     and the Remaining Term, respectively.\n\n     (b) Benefits. During the term of this Agreement the Executive shall be\n         --------\n     reimbursed for all of his business-related travel and other business-\n     related expenses in accordance with the Company's policies from time to\n     time in effect, and shall also be furnished by the Company at the Company's\n     expense for use in the Company's business with a lap top computer and\n     network access.  The Executive will also be entitled to participate on the\n     same basis with all other management employees of the Company in the\n     Company's standard benefits package generally available for all other\n     officers and employees of the Company, with respect to group health,\n     disability and life insurance programs and retirement and 401K programs.\n     The Executive shall also be paid (in a lump sum if he so elects) his\n     accrued and accumulated vacation compensation as of the Transition\n     Effective Date.\n\n     (c) Stock Options. The parties acknowledge and agree that the Executive has\n         -------------\n     been granted options to purchase 125,000 shares of the stock of NewsEdge\n     Corporation, pursuant to various stock option and reprising agreements (the\n     'Option Agreements'), as outlined in the table below:\n\n\n<font size=\"2\">\n   Number of Options    Date Granted         Option Price Per Share\n   -----------------    ------------         ----------------------\n                                      \n1.      35,000          January 23, 1996.           $ 8.625\n------------------------------------------------------------------- \n2.      10,000          July 29, 1997               $10,438\n------------------------------------------------------------------- \n3.      80,000          February 24, 1998           $10.875\n        ------                                      \n------------------------------------------------------------------- \n       125,000                                      \n------------------------------------------------------------------- \n<\/font>\n\n \n                                      -3-\n\nThe options granted under (1) and (2) above, totaling 45,000 options shall be\nsubject to the provisions of the Option Agreements and shall continue to vest on\nthe terms and conditions found in the option agreements and shell expire ninety\n(90) days following the expiration of this Agreement. The options granted under\n(3) above totaling 80,000 options shall continue to vest through the Transition\nEffective Date. The vested portion of these options as of the Transition\nEffective date shall continue to be exercisable by the Executive throughout the\nterm of this Agreement.  The unvested portion of the 80,000 options as of the\nTransition Effective Date will he cancelled as of the Transition Effective Date.\n\n4.   Termination\n     -----------\n\n     The Executive's employment under this Agreement shall terminate prior to\nthe expiration of the term set forth in Paragraph 2 upon the occurrence of any\nof the following events:\n\n         (i)   The death or disability of the Executive. For the purposes of\n               this Paragraph, 'disability' shall mean the inability of the\n               Executive, by reason of accident or illness, to perform\n               substantially the duties of his employment, which inability\n               persists for a continuous period of three (3) months.\n               \n         (ii)  The acceptance by the Executive of a full time position with an\n               employer other than the Company.\n               \n         (iii) The giving of fourteen (14) days' written notice by the Executive\n               to the Company of the Executive's election to terminate this\n               Agreement for cause. As used in this subparagraph, 'for cause'\n               means any change in the Executive's compensation, benefits or\n               location which is not consented to by the Executive.\n               \n         (iv)  The giving of fourteen (14) days written notice by the Company to\n               the Executive of the Company's election to terminate this\n               Agreement for cause. As used in this subparagraph, 'for cause'\n               means (A) the substantial and continuing willful breach by the\n               Executive of his obligations under this Agreement, such breach\n               not having been cured within thirty (30) days after the\n               Executive's receipt of notice thereof from the Company, which\n               notice shall set forth in reasonable detail the nature of such\n               breach; provided, however, that this subparagraph shall not apply\n               to acts or omissions by the Executive in the exercise of his\n               honest business judgment; (B) the commission by the Executive of\n               an act of fraud or substantial and material breach of fiduciary\n               duty; or (C) the conviction of the Executive of any felony or of\n               any misdemeanor involving moral turpitude or misappropriation of\n               Company property.\n\n5.   Waiver\n     ------\n\n     The failure of any party hereto at any time or times to require performance\nof any provision of this Agreement shall in no manner affect that party's right\nat a later time to enforce the same provision. Any waiver by any party of the\nbreach of any provision contained in this \n\n \n                                      -4-\n\nAgreement in any one or more instances shall not be deemed to be a waiver of any\nother breach of the same provision or any other provisions contained herein.\n\n6.   Notices\n     -------\n\n     Any notices or other communications required or permitted under this\nAgreement shall be sufficiently given if delivered in hand or if sent by\nregistered or certified mail, postage prepaid, and if to the Executive,\naddressed to him as follows:\n\n                   Mr. Edward R. Siegfried\n                   21 Camelot Drive\n                   Hingham, MA 02043\n\nAnd if to the Company, addressed to it as follows:\n\n                   NewsEdge Corporation\n                   80 Blanchard Road\n                   Burlington, MA 01803\n                   Attention: Donald L. McLagan, Chief Executive Officer\n\nEither party at any time may change his or its address for notice hereunder by\ngiving notice thereof to the other party in accordance with the provisions of\nthis Paragraph 6.\n\n7.   Entire Agreement Amendment\n     --------------------------\n\n     Except as otherwise provided herein, this Agreement constitutes the entire\nAgreement between the parties with respect to the subject matter hereof, and\nsupercedes all proposals, negotiations and understandings of any nature\nwhatsoever. This Agreement may be amended only by a written instrument signed by\nboth parties.\n\n\n8.   Severability\n     ------------\n\n     If any of the provisions of this Agreement, or any part thereof, are\nhereafter construed to be invalid or unenforceable, the same shall not affect\nthe remaining provisions, which shall be enforced to the fullest extent\npermitted by law, without regard to the invalid portion or portions.\n\n9.   Assignment\n     ----------\n\n     The Executive acknowledges that the services to be rendered by him\nhereunder are unique and personal in nature. Accordingly, the Executive may not\nassign any of his rights or delegate any of his duties or obligations under this\nAgreement, except with the written consent of the Company. The rights and\nobligations of the Company under this Agreement shall inure to the benefit of,\nand shall be binding upon, the successors and assigns of the Company. The rights\nof the Executive hereunder shall inure to the benefit of the Executive and,\nwhere the context so requires, to his personal representatives.\n\n \n                                      -5-\n\n10.  Governing Law\n     -------------\n\n     This Agreement, the employment relationship contemplated herein and any\nclaim arising from such relationship, whether or riot arising under this\nAgreement, shall be governed by and construed in accordance with the laws of the\nCommonwealth of Massachusetts, and this Agreement shall be deemed to be\nperformable in Massachusetts.\n\n11.  Counterparts\n     ------------\n\n     This Agreement may be executed in one or more counterparts, each of which\nshall be deemed an original, but all of which together shall constitute one and\nthe same instrument.\n\n     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto\nas a sealed instrument, as of the date first above written.\n\n\n                                    \/s\/ Edward R. Siegfried\n                                    -----------------------\n                                    EDWARD R. SIEGFRIED\n\nWITNESS:                            NEWSEDGE CORPORATION\n\nBy: \/s\/ Al Zink                     By: \/s\/ Donald L. McLagan\n    -----------                         ---------------------\nName: Al Zink                         Name:  Donald L. McLagan\n      -------                                -----------------\nTitle: Director of HR                 Title:  Chief Executive Officer\n       --------------                         -----------------------\n\n\n\n TYPE:  EX-10.27\n SEQUENCE:  3\n DESCRIPTION:  SEVERANCE AGREEMENT &amp; RELEASE DATED MARCH 14, 2000\n\n\n\n \n                                                                   Exhibit 10.27\n\n                             [NEWSEDGE LETTERHEAD]\n\n                                March 14, 2000\n                                                                                \nVIA HAND DELIVERY\n-----------------\n\nDonald McLagan\n\n     Re: Severance Agreement and Release\n         -------------------------------\n\nDear Don:\n\n     This letter summarizes the terms of your resignation and severance\nagreement with NewsEdge Corporation (hereinafter the 'Company').\n\n1.  Resignation:\n    ----------- \n\n     (a)  Resignation Date:  Your resignation from employment by the Company,\n          ----------------                                                   \nand from all Company offices and directorships, will be effective as of March\n14, 2000 (the 'Resignation Date').  You have agreed to cooperate fully in the\nexecution of any and all other documents, and to take any and all additional\naction, which may be necessary to effectuate your resignation from all Company\noffices and directorships.\n\n     (b)  Benefits Cessation:  As of the Resignation Date, your salary will\n          ------------------                                               \ncease, and any entitlement you have or might have under a Company provided\nbenefit plan, program or practice will terminate, except as required by federal\nor state law, or as otherwise described below.\n\n2.   Consideration:  Beginning on the Effective Date of this Agreement, as set\n     -------------                                                            \nforth in Section 9 below, the Company will provide you with the following:\n\n     (a)  Severance:  The Company will pay as severance your current base salary\n          ---------                                                             \nof $7,708.34 per pay period (24 pay periods per year), less applicable payroll\ntaxes, for a period of twelve months, up to and through March 14, 2001, in\naccordance with the Company's current payroll practices. The severance payments\nare contingent upon your compliance with the obligations set forth in Section 6\nand your continued compliance with the obligations set forth in Section 7 of\nthis Agreement.\n\n     (b)  Health Insurance:  The Resignation Date shall be the date of the\n          ----------------                                                \n'qualifying event' under the Consolidated Omnibus Budget Reconciliation Act of\n1985 ('COBRA'). If you elect to continue medical insurance coverage after the\nResignation Date in accordance with the provisions of COBRA, the Company shall\npay your monthly premium payments during the severance period or until you\nobtain other employment, whichever occurs first. Thereafter, medical plan\ncoverage shall be continued only to the extent required by COBRA and only to the\nextent you timely pay the premium payments yourself. You will receive a COBRA\nnotice and COBRA election forms under separate cover.\n\n \n     (c)  Administrative Support: The Company will provide you with use of\n          ----------------------\noffice space and secretarial support for the six-month period measured from the\nEffective Date as described in Section 9 below. The location of the office and\nthe selection of secretarial personnel to assist you shall be determined by the\nCompany at its sole discretion.\n\n     (d)  Use and Maintenance of Laptop Computer:  With respect to the Company\n          --------------------------------------                              \nowned laptop computer now in your possession ('the laptop computer'), the\nCompany agrees, as of the Effective Date of this Agreement: (i) to transfer\nownership to you of the laptop computer, and (ii) to provide repair and\nmaintenance services for the laptop computer as may be reasonably required until\nMarch 15, 2001. The Company reserves the right to determine at its sole\ndiscretion the provider of any or all of said repair or maintenance services\nand\/or whether a request for repair or maintenance services made by you or on\nyour behalf is reasonable under this provision. You also agree to allow the\nCompany to have access to your laptop at its discretion for the purpose of\nsecuring the return of its confidential, proprietary and\/or trade secret\ninformation.\n\n3.   General Release:\n     --------------- \n\n     In exchange for the amounts described in Section 2, and other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, you and your representatives, agents, estate, heirs, successors\nand assigns, absolutely and unconditionally hereby release, remise, discharge,\nindemnify and hold harmless the Releasees (defined to include the Company and\/or\nany of its parents, subsidiaries or affiliates, predecessors, successors or\nassigns, and its and their respective current and\/or former directors,\nshareholders\/stockholders, officers, employees, attorneys and\/or agents, all\nboth individually and in their official capacities), from any and all actions or\ncauses of action, suits, claims, complaints, contracts, liabilities, agreements,\npromises, contracts, torts, debts, damages, controversies, judgments, rights and\ndemands, whether existing or contingent, known or unknown, which arise out of\nyour employment with, change in employment status with, and\/or separation of\nemployment from, the Company. This release is intended by you to be all\nencompassing and to act as a full and total release of any claims, whether\nspecifically enumerated herein or not, that you may have or have had against the\nReleasees arising from conduct occurring up to and through the date of this\nAgreement, including, but not limited to, any claims arising from any federal or\nstate law or regulation dealing with either employment, employment benefits or\nemployment discrimination such as those laws or regulations concerning\ndiscrimination on the basis of race, color, creed, religion, age, sex, sex\nharassment, sexual orientation, national origin, ancestry, handicap or\ndisability, veteran status or any military service or application for military\nservice; any contract, whether oral or written, express or implied; any tort;\nany claim for equity or other benefits; or any other statutory and\/or common law\nclaim.\n\n4.   Accord and Satisfaction:\n     ----------------------- \n\n     The amounts set forth above in Section 2 shall be complete and\nunconditional payment, settlement, accord and\/or satisfaction with respect to\nall obligations and liabilities of the Releasees to you excluding accrued\nvacation pay but including, without \n\n                                       2\n\n \nlimitation, all claims for back wages, salary, draws, incentive pay, bonuses,\nstock and stock options, commissions, severance pay, any and all other forms of\ncompensation or benefits, attorney's fees, or other costs or sums. However, the\nexisting stock option agreements between you and the Company shall remain in\nfull force and effect in accordance with their terms, except that the options\nshall be exerciseable for a period of one year from the date hereof.\n\n5.   Waiver of Rights and Claims Under the Age Discrimination and Employment Act\n     ---------------------------------------------------------------------------\n     of 1967:\n     -------\n\n     Since you are 40 years of age or older, you have been informed that you\nhave or may have specific rights and\/or claims under the Age Discrimination in\nEmployment Act of 1967 ('ADEA') and you agree that:\n\n     (a)  in consideration for the amounts and benefits described in Section 2\nof this Agreement, which you are not otherwise entitled to receive, you\nspecifically and voluntarily waive such rights and\/or claims under the ADEA you\nmight have against the Releasees to the extent such rights and\/or claims arose\nprior to the date this Agreement was executed;\n\n     (b)  you understand that rights or claims under the ADEA which may arise\nafter the date this Agreement is executed are not waived by you;\n\n     (c)  you have been advised to consider the terms of this Agreement\ncarefully and consult with or seek advice from an attorney of your choice or any\nother person of your choosing prior to executing this Agreement;\n\n     (d)  you acknowledge that you were informed and understand that you have\ntwenty-one (21) days within which to consider this Agreement; and\n\n     (e)  the 21-day review period will not be affected or extended by any\nrevisions which might be made to this Agreement.\n\n6.   Company Files, Documents and Other Property: \n     --------------------------------------------\n\n     On or promptly after the Effective Date, except as is set forth in Section\n2(d), you will return to the Company all Company property and materials,\nincluding but not limited to, personal computers, fax machines, scanners,\ncopiers, cellular phones, Company credit cards and telephone charge cards,\nmanuals, building keys and passes, courtesy parking passes, diskettes,\nintangible information stored on diskettes, software programs and data compiled\nwith the use of those programs, software passwords or codes, tangible copies of\ntrade secrets and confidential information, sales information, sales forecasts,\nmemoranda, sales brochures, business or marketing plans, reports, projections,\nand any and all other information or property previously or currently held or\nused by you that is or was related to your employment with the Company ('Company\nProperty'). You agree that in the event that you discover any other Company\nProperty in your possession after the Resignation Date, you will immediately\nreturn such materials to the Company.\n\n                                       3\n\n \n7.   Future Conduct:  In further consideration for the amounts described in\n     --------------                                                        \nSection 2, you agree to the following post-employment restrictions:\n\n     (a)  Noncompetition.  For the period beginning on the Resignation Date and\n          --------------                                                       \nending on March 14, 2001, you agree that you shall not, directly or indirectly,\nalone or as a consultant, partner, officer, director, employee, joint venturer,\nlender or stockholder of any entity, (i) accept employment with any business\nthat is in competition with the products or services being marketed, distributed\nor sold by the Company on the date hereof or with the services in development\nlisted on Exhibit A hereto (the 'Listed Services'), or (ii) engage in any\nbusiness or activity that is in competition with the products or services being\nmarketed, distributed or sold by the Company on the date hereof or with the\nListed Services.\n\n     (b)  [Intentionally Omitted].\n          ----------------------- \n\n     (c)  Nonsolicitation of Employees.  For the period beginning on the\n          ----------------------------                                  \nResignation Date and ending on March 15, 2001, you will not, in any manner,\ndirectly or indirectly solicit or  recruit,  (or assist any company or business\norganization by which you are employed or which is directly or indirectly\ncontrolled by you to solicit, recruit, hire or engage) any person who is\nemployed by the Company or is a contractor, project consultant or consultant of\nthe Company at the time of the termination of your employment.\n\n     (d)  Nondisclosure.  For the period beginning on the Resignation Date and\n          -------------                                                       \nending on March 15, 2001, you shall not at any time reveal to any person or\nentity any Confidential Information except to employees of the Company who need\nto know such Confidential Information for the purposes of their employment, or\nas otherwise authorized by the Company in writing.  The term 'Confidential\n                                                              ------------\nInformation' shall include any information concerning the organization, business\n-----------                                                                     \nor finances of the Company or of any third party which the Company is under an\nobligation to keep confidential and\/or that is maintained by the Company as\nconfidential. Such Confidential Information shall include, but is not limited\nto, trade secrets or confidential information respecting inventions, products,\ndesigns, methods, know-how, techniques, systems, processes, specifications,\nblueprints, engineering data, software programs, works of authorship, customer\nlists, customer information, financial information, pricing information,\npersonnel information, business plans, projects, plans and proposals.\nConfidential Information shall not include any such information that is in the\npublic domain or learned by you other than from the Company. You shall keep\nconfidential all matters entrusted to you and shall not use any Confidential\nInformation in any manner which may injure or cause loss or may be calculated to\ninjure or cause loss to the Company, whether directly or indirectly.\n\n     (e)  Agreement With Respect to Sale of Stock.  For the period beginning\n          ---------------------------------------                           \nMarch 14, 2000 and ending March 15, 2001, you agree to abide by volume\nrestrictions on sales of Company  stock that are applicable to an 'affiliate' of\nthe Company under Rule 144 of \n\n                                       4\n\n \nthe rules promulgated under the Securities and Exchange Act of 1933. This\nrestriction shall not apply (i) in connection with or after any sale of the\nCompany by merger or otherwise, or (ii) to any sales approved in advance by the\nCompany.\n\n     (f)  Nondisparagement:  The Company and you each agree not to make\n          ----------------                                             \ndisparaging, critical or otherwise detrimental comments to any person or entity\nconcerning the other; or the circumstances surrounding your employment and\/or\nseparation of employment from the Company.\n\n     (g)  Confidentiality of this Agreement: Each party shall maintain\n          ---------------------------------                           \nconfidentiality concerning the dollar amount and all other terms of this\nAgreement, except to the extent required by law. Except as required pursuant to\nlegal process, you will not discuss the same with anyone except your immediate\nfamily and accountants or attorneys when such disclosure is necessary for the\naccountants or attorneys to render professional services. Prior to any such\ndisclosure that you may make, you shall secure from your attorney or accountant\ntheir written agreement to maintain the confidentiality of such matters and\nprovide a copy of such written agreement to the Company. Nothing herein shall\nprohibit or bar you from providing truthful testimony in any legal proceeding or\nin communicating with any governmental agency or representative or from making\nany truthful disclosure required, authorized or permitted under law.\n\n     (h)  Agreement with Respect to Injunctive Relief: You agree that any breach\n          -------------------------------------------  \nof any of the provisions of this Agreement, including, without limitation,\nsubparts (a) through (g) of this Section 7, will cause irreparable damage to the\nCompany and that in the event of such breach the Company shall have, in addition\nto any and all remedies of law, the right to an injunction, specific performance\nor other equitable relief to prevent the violation of your obligations\nhereunder.  You further agree that the Company may apply for such injunctive\nrelief in any court of competent jurisdiction without the necessity of posting\nany bond or other security.\n\n8.   Representations and Governing Law:\n     --------------------------------- \n\n     (a)  This Agreement sets forth the complete and sole agreement between the\nparties and supersedes any and all other agreements or understandings, whether\noral or written, regarding the subject-matter of the Agreement except, however\n                                                               ------  -------\nthe existing stock option agreements between you and the Company will continue\nin effect in accordance with its terms, except that the options shall be\nexerciseable for a period of one year from the date hereof.  This Severance\nAgreement may not be changed, amended, modified, altered or rescinded except\nupon the express written consent of both the President of the Company and you.\n\n     (b)  If any provision of this Agreement, or part thereof, is held invalid,\nvoid or voidable as against public policy or otherwise, the invalidity shall not\naffect other provisions, or parts thereof, which may be given effect without the\ninvalid provision or part. To this extent, the provisions, and parts thereof, of\nthis Agreement are declared to\n\n                                       5\n\n \nbe severable. Any waiver of any provision of this Agreement shall not constitute\na waiver of any other provision of this Agreement unless expressly so indicated\notherwise in writing.\n\n     (c)  This Agreement shall be deemed to be made and entered into in the\nCommonwealth of Massachusetts. This Agreement and any claims arising out of this\nAgreement (or any other claims arising out of the relationship between the\nparties) shall be governed by and construed in accordance with the laws of\nMassachusetts and shall in all respects be interpreted, enforced and governed\nunder the internal and domestic laws of Massachusetts, without giving effect to\nthe principles of conflicts of laws of such state. Any claims or legal actions\nby one party against the other shall be commenced and maintained in any state or\nfederal court located in the Commonwealth of Massachusetts, and you hereby\nsubmit to the jurisdiction and venue of any such court.\n\n     (d)  This Agreement cannot be assigned by you and shall inure to the\nbenefit of the Company's successors and assigns.\n\n     (e)  The language of all parts of this Agreement will in all cases be\nconstrued as a whole in accordance with its fair meaning and not strictly for or\nagainst either party hereto.\n\n9.   Effective Date:\n     -------------- \n\n     After signing this letter, you may revoke this Agreement for a period of\nseven (7) days following said execution. The Agreement shall not become\neffective or enforceable until this revocation period has expired (the\n'Effective Date').\n\n                                       6\n\n \n     If this letter correctly states the understanding we have reached, please\nindicate your acceptance by countersigning the enclosed copy and returning it to\nme.\n\nVery truly yours,\n\n\n\/s\/ NewsEdge Corporation\n------------------------\n\n\nI REPRESENT THAT I HAVE READ THE FOREGOING AGREEMENT, THAT I FULLY UNDERSTAND\nTHE TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT I AM KNOWINGLY AND\nVOLUNTARILY EXECUTING THE SAME.  IN ENTERING INTO THIS AGREEMENT, I DO NOT RELY\nON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANY OR ITS\nATTORNEYS WITH THE EXCEPTION OF THE CONSIDERATION DESCRIBED IN THIS DOCUMENT.\n\nACCEPTED:\n\n\/s\/ Donald McLagan\n------------------\nDonald McLagan\n\nDate: March 14, 2000\n\n                                       7\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8351],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9541],"class_list":["post-38689","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newsedge-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38689","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38689"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38689"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38689"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38689"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}