{"id":38846,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-1-800-attorney-inc-and-james-m-koller.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-1-800-attorney-inc-and-james-m-koller","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-1-800-attorney-inc-and-james-m-koller.html","title":{"rendered":"Employment Agreement &#8211; 1-800-ATTORNEY Inc. and James M. Koller"},"content":{"rendered":"<pre>\n\nEXHIBIT 10.3 - FORM OF EMPLOYMENT AGREEMENT OF JAMES M. KOLLER\n--------------------------------------------------------------\n\n                              EMPLOYMENT AGREEMENT\n\nTHIS EMPLOYMENT AGREEMENT (the \"Agreement\") entered into as of this 1st day of\nOctober, 2001, between 1-800-ATTORNEY, Inc., a Florida corporation (\"the\nCompany\") and James M. Koller (the \"Executive\").\n\n         WHEREAS, in its business, the Company has acquired and developed\ncertain trade secrets, including but not limited to proprietary processes, sales\nmethods and techniques, and other like confidential business and technical\ninformation including but not limited to technical information, design systems,\npricing methods, pricing rates or discounts, process, procedure, formula, design\nof computer software, or improvement, or any portion or phase thereof, whether\npatented or unpatentable, that is of any value whatsoever to the Company, as\nwell as certain unpatented information relating to the Company's services,\ninformation concerning proposed new services, market feasibility studies,\nproposed or existing marketing techniques or plans (whether developed or\nproduced by the Company or by any other entity for the Company), other\nConfidential Information, as defined by Section 8, and information about the\nCompany's executives, officers, and directors, which necessarily will be\ncommunicated to the Executive by reason of his employment by the Company; and\n\n         WHEREAS, the Company has strong and legitimate business interests in\npreserving and protecting its investment in the Executive, its trade secrets and\nConfidential Information, and its substantial relationships with vendors, and\nCustomers, as defined, actual and prospective; and\n\n         WHEREAS, the Company desires to preserve and protect its legitimate\nbusiness interests further by restricting competitive activities of the\nExecutive during the term of this Agreement and following (for a reasonable\ntime) termination of this Agreement; and\n\n         WHEREAS, the Company desires to employ the Executive and to ensure the\ncontinued availability to the Company of the Executive's services, and the\nExecutive is willing to accept such employment and render such services, all\nupon and subject to the terms and conditions contained in this Agreement;\n\n         NOW, THEREFORE, in consideration of the premises and the mutual\ncovenants set forth in this Agreement, and intending to be legally bound, the\nCompany and the Executive agree as follows:\n\n         1.  Representations and Warranties. The Executive hereby represents and\nwarrants to the Company that he (i) is not subject to any written\nnonsolicitation or noncompetition agreement affecting his employment with the\nCompany (other than any prior agreement with the Company), (ii) is not subject\nto any written confidentiality or nonuse\/nondisclosure agreement affecting his\nemployment with the Company (other than any prior agreement with the Company),\nand (iii) has brought to the Company no trade secrets, confidential business\ninformation, documents, or other personal property of a prior employer.\n\n                                        1\n\n\n\n\n         2.  Term of Employment.\n\n             (a) Term. The Company hereby employs the Executive, and the\nExecutive hereby accepts employment with the Company for a period commencing on\nOctober 1, 2001 and ending September 30, 2004.\n\n             (b) Continuing Effect. Notwithstanding any termination of this\nAgreement except for termination under Section 6(b), at the end of the Term or\notherwise, the provisions of Sections 7 and 8 shall remain in full force and\neffect and the provisions of Section 8 shall be binding upon the legal\nrepresentatives, successors and assigns of the Executive.\n\n         3.  Duties.\n  \n             (a) General Duties. The Executive shall serve as the treasurer and\nchief financial officer of the Company, with duties and responsibilities that\nare customary for such executives. The Executive shall also perform services for\nsuch subsidiaries as may be necessary. The Executive shall use his best efforts\nto perform his duties and discharge his responsibilities pursuant to this\nAgreement competently, carefully and faithfully. In determining whether or not\nthe Executive has used his best efforts hereunder, the Executive's and the\nCompany's delegation of authority and all surrounding circumstances shall be\ntaken into account and the best efforts of the Executive shall not be judged\nsolely on the Company's earnings or other results of the Executive's\nperformance.\n\n             (b) Devotion of Time. Subject to the last sentence of this Section\n3(b), the Executive shall devote all of his time, attention and energies during\nnormal business hours (exclusive of periods of sickness and disability and of\nsuch normal holiday and vacation periods as have been established by the\nCompany) to the affairs of the Company. The Executive shall not enter the employ\nof or serve as a consultant to, or in any way perform any services with or\nwithout compensation to, any other persons, business or organization without the\nprior consent of the board of directors of the Company. Notwithstanding the\nabove the Executive shall be permitted to devote a limited amount of his time,\nwithout compensation, to professional, charitable or similar organizations.\n\n             (c) Location of Office. The Executive's principal business office\nshall be at the Company's Lake Helen, Florida office. However, the Executive's\njob responsibilities shall include all business travel necessary to the\nperformance of his job.\n\n             (d) Adherence to Inside Information Policies. The Executive\nacknowledges that the Company is publicly-held and, as a result, has implemented\ninside information policies designed to preclude its executives and those of its\nsubsidiaries from violating the federal securities laws by trading on material,\nnon-public information or passing such information on to others in breach of any\nduty owed to the Company its parent or any third party. The Executive shall\npromptly execute any agreements generally distributed by the Company to its\nemployees requiring such employees to abide by its inside information policies.\n\n\n                                        2\n\n\n\n         4.  Compensation and Expenses.\n             -------------------------\n\n             (a) Salary. For the services of the Executive to be rendered under\nthis Agreement, the Company shall pay the Executive a salary as follows: (i) the\nExecutive shall receive an annual salary of $118,000 beginning on October 1,\n2001; and (ii) the Executive shall receive a pay increase of 8% on each October\n1st for the term of this Agreement.\n\n             (b) Management Bonus. The Executive shall receive an annual bonus\nequal to 2.5% of the Company's increase in incremental (measured from the\nprevious year) year-end pre-tax net income. Bonus calculation for fiscal year\n2001 shall use as a basis zero dollars profit for fiscal year 2000, whereas the\nExecutive shall not be paid a bonus on the difference between zero dollars\nprofit and the Company's 2000 year-end loss.\n\n             (c) Expenses. In addition to any compensation received pursuant to\nSection 4(a) and (b), the Company will reimburse or advance funds to the\nExecutive for all reasonable travel, entertainment and miscellaneous expenses\nincurred in connection with the performance of his duties under this Agreement,\nprovided that the Executive properly provides a written accounting of such\nexpenses to the Company in accordance with the Company's practices. Such\nreimbursement or advances will be made in accordance with policies and\nprocedures of the Company in effect from time to time relating to reimbursement\nof or advances to Executive officers.\n\n         5.  Benefits.\n             --------\n\n             (a) Vacation and Sick Leave. For each 12-month period during the\nTerm, the Executive will be entitled to three weeks of vacation without loss of\ncompensation or other benefits to which he is entitled under this Agreement, to\nbe taken at such times as the Executive may select and the affairs of the\nCompany may permit. Any unused vacation, up to a maximum of 1 1\/2 weeks per\nannum, will be paid for by the Company in addition to regular salary at the\nannual rate in effect during the 12-month period.\n\n             (b) Options. All previously granted Company stock options and\nvesting schedules of the Executive shall remain in effect. The Company may, from\ntime to time, elect to grant the Executive additional stock options.\n\n             (c) Employee Benefit Programs. The Executive is entitled to\nparticipate in any pension, 401(k), insurance or other employee benefit plan\nthat is maintained by the Company for its executive officers, including programs\nof life and medical insurance and reimbursement of membership fees in civic,\nsocial and professional organizations.\n\n             (d) Insurance. The Company shall provide to Executive and pay\npremiums on the Company's group medical insurance policy offered through the\nCompany, covering Executive and Executive's dependents as has been customary\nwith the Executive's ongoing employment with the Company.\n\n                                        3\n\n\n\n             (e) Severance Package. If the Executive's employment with the\nCompany is terminated pursuant to Sections 6(c) or (d), the Executive shall be\nentitled to nine-month severance package consisting of Executive's compensation\nand all benefits as provided for in Sections 4 and 5 and all the Executive's\nremaining unvested options shall vest immediately. Payments shall be made\nmonthly or in a lump sum payment at the Board's sole discretion. In the event\nseverance is paid in a lump sum, the cash amount excluding insurance benefits\nshall be paid at the present value for the time remaining in the nine-month\nseverance agreement based on the current prime interest rate as charged by the\nFederal Reserve Bank in New York. Payment of severance is contingent upon the\nExecutive executing a one-year non-competition and consulting agreement with the\nCompany, which agreement is subject to Board approval.\n\n         6.  Termination.\n\n             (a) Death or Disability. Except as otherwise provided in this\nAgreement, it shall automatically terminate without act by any party upon the\ndeath, or disability of the Executive. For purposes of this Section 6(a),\n\"disability\" shall mean that for a period of 6 consecutive months, the Executive\nis incapable of substantially fulfilling the duties set forth in Section 3\nbecause of physical, mental or emotional incapacity resulting from injury,\nsickness or disease. In the event of death of the Executive, the Executive's\nestate shall receive any unpaid, earned compensation due the Executive and this\nAgreement shall terminate. In the event of Executive's disability, the Executive\nwill be paid compensation, benefits and bonus which may accrue during the period\nof disability up to a total of 9 months, or for the remainder of this Agreement,\nwhichever time is greater.\n\n             (b) Termination for Cause. The Company may terminate the\nExecutive's employment pursuant to the terms of this Agreement at any time for\ncause by giving written notice of termination. Such termination will become\neffective upon the giving of such notice. Upon any such termination for cause,\nthe Executive shall have no right to compensation, bonus or reimbursement under\nSection 4, or to participate in any employee benefit programs under Section 5,\nincluding the severance package provided for in Section 5(e), except as provided\nby law, for any period subsequent to the effective date of termination. For\npurposes of this Section 6(b), \"cause\" shall mean: (i) the Executive is\nconvicted of a felony which is directly related to the Executive's employment or\nthe business of the Company or could otherwise reasonably be expected to have a\nmaterial adverse effect on the Company's business, prospects or future stock\nprice which price should be measured over a period of at least six months.\nFelonies involving the driving of motor vehicles shall not be grounds for\ntermination; (ii) the Executive, in carrying out his duties hereunder, has been\nfound in a civil action to have committed gross negligence or intentional\nmisconduct resulting in either case in direct material harm to the Company;\n(iii) the Executive is found in a civil action to have breached his fiduciary\nduty to the Company resulting in direct profit to him; or (iv) the Executive is\nfound in a civil action to have materially breached any provision of Section 7\nor Section 8. The Executive's failure to comply with the requirements of Section\n7 of this Agreement shall constitute a material breach of this Agreement. The\nterm \"found in a civil action\" shall not apply until all appeals permissible\nunder the applicable rules of procedure or statute have been determined and no\nfurther appeals are permissible.\n\n\n                                        4\n\n\n             (c) Termination Without Cause. The Company's Board, in its sole\ndiscretion, may terminate the Executive's employment without cause at any time\nupon 15 days written notice. Upon effectiveness of such termination, the\nExecutive shall be entitled to the severance package provided for in Section\n5(e). On or before the termination of his employment or prior to receiving any\nfinal compensation or expenses due him, the Executive shall (i) return to the\nCompany's principal executive offices, (ii) participate in an exit interview,\nand (iii) execute a Certificate of Conclusion of Employment, certifying that he\nhas complied with his obligations and acknowledging his continuing obligations\nunder this Agreement.\n\n             (d) Special Termination. In the event that (i) the Executive, with\nor without change in title or formal corporate action, shall no longer exercise\nall of the duties and responsibilities and shall no longer possess substantially\nall the authority set forth in Section 3; (ii) the Company materially breaches\nthis Agreement or the performance of its duties and obligations hereunder; or\n(iii) any entity or person not now an executive officer or director of the\nCompany or beneficial owner of the Company's common stock becomes, either\nindividually or as part of a group, the beneficial owner of 25% or more of the\nCompany's common stock, the Executive, by written notice to the Company, may\nelect to deem the Executive's employment hereunder to have been terminated by\nthe Company without cause, in which event the Executive shall be entitled to the\nSeverance Package in Section 5(e), except that the Severance Package shall be\nfor the remainder of the Term of this Agreement or nine months, whichever is\ngreater.\n\n         7.  Non-Competition Agreement.\n\n             (a) Competition with the Company. Until termination of his\nemployment and for a period of 12 months commencing on the date of termination,\nthe Executive, directly or indirectly, in association with or as a stockholder,\ndirector, officer, consultant, employee, partner, joint venturer, member or\notherwise of or through any person, firm, corporation, partnership, association\nor other entity, shall not compete with the Company or any of its affiliates in\nany line of business which is competitive with the business of the Company\nwithin any metropolitan area in the United States; provided, however, the\nforegoing shall not prevent Executive from accepting employment with an\nenterprise engaged in two or more lines of business, one of which is the same or\nsimilar to the Company's business (the \"Prohibited Business\") if Executive's\nemployment is totally unrelated to the Prohibited Business; provided, further,\nthe foregoing shall not prohibit Executive from owning up to 5% of the\nsecurities of any publicly-traded enterprise provided Executive is not an\nexecutive, director, officer, consultant to such enterprise or otherwise\nreimbursed for services rendered to such enterprise.\n\n             (b) Solicitation of Customers. During the periods in which the\nprovisions of Section 7(a) shall be in effect, the Executive, directly or\nindirectly, will not seek Prohibited Business from any Customer (as defined\nbelow) on behalf of any enterprise or business other than the Company that is in\ndirect competition with the Company's bar or medical association print directory\nprograms or attorney referral service business (1-800-ATTORNEY), refer\nProhibited Business from any Customer to any enterprise or business other than\nthe Company to any enterprise or business that is in direct competition with the\nCompany's bar or medical association print directory programs or attorney\nreferral service business or receive commissions based on sales or otherwise\nrelating to the Prohibited Business from any Customer that is in direct\ncompetition with the Company's bar or medical association print directory\nprograms or attorney referral service business, or any enterprise or business\nother than the Company. For\n                                        5\n\n\n\npurposes of this Agreement, the term \"Customer\" means any person, firm,\ncorporation, partnership, association or other entity to which the Company or\nany of its affiliates sold or provided goods or services during the six-month\nperiod prior to the time at which any determination is required to be made as to\nwhether any such person, firm, corporation, partnership, association or other\nentity is a Customer, or who or which was approached by or who or which has\napproached an employee of the Company for the purpose of soliciting business\nfrom the Company or the third party, as the case may be.\n\n             (c) No Payment. The Executive acknowledges and agrees that no\nseparate or additional payment to him will be required in consideration of his\nundertakings in this Section 7.\n\n         8.  Non-Disclosure of Confidential Information.\n\n             (a) Confidential Information. Confidential Information includes,\nbut is not limited to, trade secrets as defined by the common law and statute in\nFlorida or any future Florida statute, processes, policies, procedures,\ntechniques, designs, drawings, know-how, show-how, technical information,\nspecifications, computer software and source code, information and data relating\nto the development, research, testing, costs, marketing and uses of the Services\n(as defined herein), the Company's budgets and strategic plans, and the identity\nand special needs of Customers, databases, data, all technology relating to the\nCompany's businesses, systems, methods of operation, client or Customer lists,\nCustomer information, solicitation leads, marketing and advertising materials,\nmethods and manuals and forms, all of which pertain to the activities or\noperations of the Company, names, home addresses and all telephone numbers and\ne-mail addresses of the Company's executives, former executives, clients and\nformer clients. In addition, Confidential Information also includes Customers\nand the identity of and telephone numbers, e-mail addresses and other addresses\nof executives or agents of Customers (each a \"Contact Person\") who are the\npersons with whom the Company's executives and agents communicate in the\nordinary course of business. Confidential Information also includes, without\nlimitation, Confidential Information received from the Company's subsidiaries\nand affiliates. For purposes of this Agreement, the following will not\nconstitute Confidential Information (i) information which is or subsequently\nbecomes generally available to the public through no act of the Executive, (ii)\ninformation set forth in the written records of the Executive prior to\ndisclosure to the Executive by or on behalf of the Company which information is\ngiven to the Company in writing as of or prior to the date of this Agreement,\nand (iii) information which is lawfully obtained by the Executive in writing\nfrom a third party (excluding any affiliates of the Executive) who did not\nacquire such confidential information or trade secret, directly or indirectly,\nfrom Executive or the Company. As used herein, the term \"Services\" shall include\nthe Company's bar association and medical association directory business and its\nattorney referral service or other business engaged in or planned by the Company\nduring the term of this Agreement.\n\n             (b) Legitimate Business Interests. The Executive recognizes that\nthe Company has legitimate business interests to protect and as a consequence,\nthe Executive agrees to the restrictions contained in this Agreement because\nthey further the Company's legitimate business interests. These legitimate\nbusiness interests include, but are not limited to: (i) trade secrets as defined\nby the Florida Uniform Trade Secrets Act; (ii) valuable confidential business or\nprofessional information that otherwise does not qualify as trade secrets\nincluding all Confidential Information; (iii) substantial relationships with\nspecific prospective or existing Customers or clients; (iv) Customer or client\ngoodwill associated with the \n\n                                        6\n\n\n\nCompany's business; and (v) specialized training relating to the Company's\ntechnology, methods and procedures.\n\n             (c) Confidentiality. For a period of three years following\ntermination of employment, the Confidential Information shall be held by the\nExecutive in the strictest confidence and shall not, without the prior written\nconsent of the Company, be disclosed to any person other than in connection with\nthe Executive's employment by the Company. The Executive further acknowledges\nthat such Confidential Information as is acquired and used by the Company or its\naffiliates is a special, valuable and unique asset. The Executive shall exercise\nall due and diligence precautions to protect the integrity of the Company's\nConfidential Information and to keep it confidential whether it is in written\nform, on electronic media or oral. The Executive shall not copy any Confidential\nInformation except to the extent necessary to his employment nor remove any\nConfidential Information or copies thereof from the Company's premises except to\nthe extent necessary to his employment and then only with the authorization of\nan officer of the Company. All records, files, materials and other Confidential\nInformation obtained by the Executive in the course of his employment with the\nCompany are confidential and proprietary and shall remain the exclusive property\nof the Company or its Customers, as the case may be. The Executive shall not,\nexcept in connection with and as required by his performance of his duties under\nthis Agreement, for any reason use for his own benefit or the benefit of any\nperson or entity with which he may be associated or disclose any such\nConfidential Information to any person, firm, corporation, association or other\nentity for any reason or purpose whatsoever without the prior written consent of\nan executive officer of the Company (excluding the Executive, if applicable).\n\n         9.  Equitable Relief.\n\n             (a) The Company and the Executive recognize that the services to be\nrendered under this Agreement by the Executive are special, unique and of\nextraordinary character, and that in the event of the breach by the Executive of\nthe terms and conditions of this Agreement or if the Executive, without the\nprior consent of the board of directors of the Company, shall leave his\nemployment for any reason and take any action in violation of Section 7 or\nSection 8, the Company shall be entitled to institute and prosecute proceedings\nin any court of competent jurisdiction referred to in Section 9(b) below, to\nenjoin the Executive from breaching the provisions of Section 7 or Section 8. In\nsuch action, the Company shall not be required to plead or prove irreparable\nharm or lack of an adequate remedy at law or post a bond or any security.\n\n             (b) Any action must be commenced in Volusia County, Florida. The\nExecutive and the Company irrevocably and unconditionally submit to the\nexclusive jurisdiction of such courts and agree to take any and all future\naction necessary to submit to the jurisdiction of such courts. The Executive and\nthe Company irrevocably waive any objection that they now have or hereafter\nirrevocably waive any objection that they now have or hereafter may have to the\nlaying of venue of any suit, action or proceeding brought in any such court and\nfurther irrevocably waive any claim that any such suit, action or proceeding\nbrought in any such court has been brought in an inconvenient forum. Final\njudgment against the Executive or the Company in any such suit shall be\nconclusive and may be enforced in other jurisdictions by suit on the judgment, a\ncertified or true copy of which shall be conclusive evidence of the fact and the\namount of any liability of the Executive or the Company therein described, or by\nappropriate proceedings under any applicable treaty or otherwise. \n\n                                        7\n\n\n\n\n         10. Conflicts of Interest. While employed by the Company, the Executive\nshall not, directly or indirectly:\n\n             (a) participate as an individual in any way in the benefits of\ntransactions with any of the Company's suppliers or Customers, including,\nwithout limitation, having a financial interest in the Company's suppliers or\nCustomers, or making loans to, or receiving loans, from, the Company's suppliers\nor Customers;\n\n             (b) realize a personal gain or advantage from a transaction in\nwhich the Company has an interest or use information obtained in connection with\nthe Executive's employment with the Company for the Executive's personal\nadvantage or gain; or\n\n             (c) accept any offer to serve as an officer, director, partner,\nconsultant, manager with, or to be employed in a technical capacity by, a person\nor entity which does business with the Company.\n\n         11. Inventions, Ideas, Processes, and Designs. All inventions, ideas,\nprocesses, programs, software, and designs (including all improvements) (i)\nconceived or made by the Executive during the course of his employment with the\nCompany (whether or not actually conceived during regular business hours) and\nfor a period of six months subsequent to the termination or expiration of such\nemployment with the Company and (ii) related to the business of the Company,\nshall be disclosed in writing promptly to the Company and shall be the sole and\nexclusive property of the Company. An invention, idea, process, program,\nsoftware, or design including an improvement) shall be deemed related to the\nbusiness of the Company if (a) it was made with the Company's equipment,\nsupplies, facilities, or Confidential Information, (b) results from work\nperformed by the Executive for the Company, or (c) pertains to the current\nbusiness or demonstrably anticipated research or development work of the\nCompany. The Executive shall cooperate with the Company and its attorneys in the\npreparation of patent and copyright applications for such developments and, upon\nrequest, shall promptly assign all such inventions, ideas, processes, and\ndesigns to the Company. The decision to file for patent or copyright protection\nor to maintain such development as a trade secret shall be in the sole\ndiscretion of the Company, and the Executive shall be bound by such decision.\nThe Executive shall provide as a schedule to this Employment Agreement, a\ncomplete list of all inventions, ideas, processes, and designs, if any, patented\nor unpatented, copyrighted or non-copyrighted, including a brief description,\nwhich he made or conceived prior to his employment with the Company and which\ntherefore are excluded from the scope of this Agreement.\n\n         12. Indebtedness. If, during the course of the Executive's employment\nunder this Agreement, the Executive becomes indebted to the Company for any\nreason, the Company may, if it so elects, set off any sum due to the Company\nfrom the Executive and collect any remaining balance from the Executive unless\nthe Executive has entered into a written agreement with the Company.\n\n         13. Assignability. The rights and obligations of the Company under this\nAgreement shall inure to the benefit of and be binding upon the successors and\nassigns of the Company, provided that such successor or assign shall acquire all\nor substantially all of the securities or assets and business of the Company.\nThe Executive's obligations hereunder may not be assigned or alienated and any\nattempt to do so by the Executive will be void.\n\n                                        8\n\n\n\n         14. Severability.\n\n             (a) The Executive expressly agrees that the character, duration and\ngeographical scope of the non-competition provisions set forth in this Agreement\nare reasonable in light of the circumstances as they exist on the date hereof.\nShould a decision, however, be made at a later date by a court of competent\njurisdiction that the character, duration or geographical scope of such\nprovisions is unreasonable, then it is the intention and the agreement of the\nExecutive and the Company that this Agreement shall be construed by the court in\nsuch a manner as to impose only those restrictions on the Executive's conduct\nthat are reasonable in the light of the circumstances and as are necessary to\nassure to the Company the benefits of this Agreement. If, in any judicial\nproceeding, a court shall refuse to enforce all of the separate covenants deemed\nincluded herein because taken together they are more extensive than necessary to\nassure to the Company the intended benefits of this Agreement, it is expressly\nunderstood and agreed by the parties hereto that the provisions of this\nAgreement that, if eliminated, would permit the remaining separate provisions to\nbe enforced in such proceeding shall be deemed eliminated, for the purposes of\nsuch proceeding, from this Agreement.\n\n             (b) If any provision of this Agreement otherwise is deemed to be\ninvalid or unenforceable or is prohibited by the laws of the state or\njurisdiction where it is to be performed, this Agreement shall be considered\ndivisible as to such provision and such provision shall be inoperative in such\nstate or jurisdiction and shall not be part of the consideration moving from\neither of the parties to the other. The remaining provisions of this Agreement\nshall be valid and binding and of like effect as though such provision were not\nincluded.\n\n         15. Notices and Addresses. All notices, offers, acceptance and any\nother acts under this Agreement (except payment) shall be in writing, and shall\nbe sufficiently given if delivered to the addressees in person, by Federal\nExpress or similar receipted delivery, by facsimile delivery or, if mailed,\npostage prepaid, by certified mail, return receipt requested, as follows:\n\n\n         To the Company:          1-800-ATTORNEY, Inc.\n                                  186 Attorneys.com Court\n                                  Lake Helen, FL 32744\n\n         With a Copy to:          Michael D. Harris, Esq.\n                                  Michael Harris, P.A.\n                                  1645 Palm Beach Lakes Blvd., Suite 550\n                                  West Palm Beach, FL  33401\n                                  Facsimile (561) 478-1817\n\n         To the Executive:        Mr. James M. Koller\n                                  186 Attorneys.com Court\n                                  Lake Helen, Florida 32744\n\n\n\n\n                                        9\n\n\n\n\nor to such other address as either of them, by notice to the other may designate\nfrom time to time. The transmission confirmation receipt from the sender's\nfacsimile machine shall be evidence of successful facsimile delivery. Time shall\nbe counted to, or from, as the case may be, the delivery in person or by\nmailing.\n\n         16. Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original but all of which\ntogether shall constitute one and the same instrument. The execution of this\nAgreement may be by actual or facsimile signature.\n\n         17. Attorney's Fees. In the event that there is any controversy or\nclaim arising out of or relating to this Agreement, or to the interpretation,\nbreach or enforcement thereof, and any action or proceeding is commenced to\nenforce the provisions of this Agreement, the prevailing party shall be entitled\nto a reasonable attorney's fee, costs and expenses.\n\n         18. Governing Law. This Agreement and any dispute, disagreement, or\nissue of construction or interpretation arising hereunder whether relating to\nits execution, its validity, the obligations provided therein or performance\nshall be governed or interpreted according to the internal laws of the State of\nFlorida without regard to choice of law considerations.\n\n         19. Entire Agreement. This Agreement constitutes the entire Agreement\nbetween the parties and supersedes all prior oral and written agreements between\nthe parties hereto with respect to the subject matter hereof. Neither this\nAgreement nor any provision hereof may be changed, waived, discharged or\nterminated orally, except by a statement in writing signed by the party or\nparties against which enforcement or the change, waiver discharge or termination\nis sought.\n\n         20. Additional Documents. The parties hereto shall execute such\nadditional instruments as may be reasonably required by their counsel in order\nto carry out the purpose and intent of this Agreement and to fulfill the\nobligations of the parties hereunder.\n\n         21. Section and Paragraph Headings. The section and paragraph headings\nin this Agreement are for reference purposes only and shall not affect the\nmeaning or interpretation of this Agreement.\n\n         22. Arbitration. Except for a claim for equitable relief, any\ncontroversy, dispute or claim arising out of or relating to this Agreement, or\nits interpretation, application, implementation, breach or enforcement which the\nparties are unable to resolve by mutual agreement, shall be settled by\nsubmission by either party of the controversy, claim or dispute to binding\narbitration in Volusia County, Florida (unless the parties agree in writing to a\ndifferent location), before three arbitrators in accordance with the rules of\nthe American Arbitration Association then in effect. In any such arbitration\nproceeding the parties agree to provide all discovery deemed necessary by the\narbitrators. The decision and award made by the arbitrators shall be final,\nbinding and conclusive on all parties hereto for all purposes, and judgment may\nbe entered thereon in any court having jurisdiction thereof.\n\n\n                                       10\n\n\n\n\n\nIN WITNESS WHEREOF, the Company and the Executive have executed this Agreement\nas of the date and year first above written.\n\n\n\n                                         1-800-ATTORNEY, INC.\n\n\n\/s\/ Diana C. Tesar                       By: \/s\/ Peter S. Balise  \n-----------------------                      ---------------------\n                                             Peter S. Balise\n                                             President\n\n\n\/s\/ Michael E. Marsh                         \/s\/ James M. Koller  \n-----------------------                      ---------------------\n                                             James M. Koller\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       11\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6533],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9539,9544],"class_list":["post-38846","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-1-800-attorney-inc","corporate_contracts_industries-media__other","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38846","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=38846"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38846"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38846"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38846"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}