{"id":38925,"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-and-justice-for-all-inc-and-brett-merl.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-and-justice-for-all-inc-and-brett-merl","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-and-justice-for-all-inc-and-brett-merl.html","title":{"rendered":"Employment Agreement &#8211; And Justice for All Inc. and Brett Merl"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n         THIS EMPLOYMENT AGREEMENT ('Agreement') is made and entered into as of\nJuly 1, 1997, between And Justice for All, Inc., a Florida corporation (the\n'Company'), with a principal place of business at 1500 NW 62nd Street, Suite\n404, Ft. Lauderdale, FL 33309, and Brett Merl, an individual (the 'Executive'),\nwhose address is 10213 Vestal Court, Coral Springs, Florida 33071.\n\n                              PRELIMINARY STATEMENT:\n\n         The Company is engaged in the 'Business' (as defined in Section 6(h),\nbelow); the Executive has experience and expertise in the Business; the Company\nwishes to employ the Executive and the Executive wishes to be employed by the\nCompany, all subject to the terms, conditions and covenants contained herein.\nThe Company has established a valuable reputation of expertise and goodwill in\nthe Business; the Executive, has and will become familiar with, and currently\npossesses, the manner, methods, trade secrets and other confidential information\npertaining to the Business, including the Company's customers and referral base.\n\n         NOW, THEREFORE, in consideration of the mutual covenants and premises\nset forth herein, and other good and valuable consideration, the receipt and\nsufficiency of which are hereby conclusively acknowledged, the parties hereto,\nintending to be legally bound, agree as follows:\n\n         1. EMPLOYMENT. The Company hereby employs the Executive, and the\nExecutive hereby accepts such employment, all upon the terms and conditions set\nforth herein. The above Preliminary Statement is true and correct, and is\nincorporated herein by reference.\n\n         2. AUTHORITY AND POWER DURING EMPLOYMENT PERIOD.\n\n                  (a) The Executive shall serve as the CHIEF EXECUTIVE OFFICER\nof the Company, with such duties, authority, and responsibilities as are\ncommensurate with such position. By his execution hereof the Executive accepts\nsuch duties, authority, and responsibilities. In exercising his duties and\nresponsibilities hereunder, the Executive shall have all the power and authority\nnecessary to fulfill and discharge his duties and responsibilities hereunder and\nshall abide by any lawful directions given by the Board of Directors of the\nCompany or its Chief Executive Officer or President. Notwithstanding the\nforegoing, the Executive shall not, in connection with his employment hereunder,\ncause or permit the Company or any of its subsidiaries to enter into any\nagreement, commitment or arrangement with, or pay any fees or other amounts to\nany person not dealing at arm's length with the Executive without first\ndisclosing the nature of such relationship to the President or Chief Executive\nOfficer of the Company and obtaining the prior written approval of the President\nor Chief Executive Officer to any such agreement, commitment, arrangement or\npayment. The Executive shall be responsible for such additional duties\n\n                                       1\n\n\ncommensurate with his position may be reasonably determined by the President or\nChief Executive Officer of the Company from time to time.\n\n                  (b) During the term of his employment hereunder, the Executive\nshall devote substantially all of his working time and attention to such duties\nas set forth in Section 3(a), and the Executive shall faithfully and diligently\nserve and endeavor to further the interests of the Company and otherwise to\ndischarge his obligations under this Agreement. This provision shall not be\nconstrued to prevent the Executive from devoting reasonable time to civic and\ncharitable organizations, or from attending to his own affairs, so long as the\nsame do not interfere with the performance of his duties for the Company.\n\n         3. TERM. The Term of employment hereunder will commence on the date\nhereof (the 'Start Date') and end on July 1, 2000 (the 'Term'). The Term shall\nautomatically renew for successive three year renewal terms after its\nexpiration, unless either party gives the other at least 12 months' prior\nwritten notice of non-renewal prior to the then scheduled expiration of the Term\nhereof. All provisions of the Agreement shall remain in effect during renewals\nof the Term, and references to the 'Term' herein shall be deemed to refer to\nrenewals of the Term.\n\n         4. COMPENSATION AND BENEFITS.\n\n                  (a) SALARY. The Executive shall be paid a base salary (the\n'Base Salary'), payable in accordance with the Company's customary payroll\npolicies or at such other intervals as may from time to time be used by the\nCompany for paying its employees generally, at an annual rate of ONE HUNDRED\nTWENTY FIVE THOUSAND Dollars ($125,000.00) subject to annual increases, but not\ndecreases, in such compensation at the discretion of the Board of Directors,\nsuch increases to take effect with each renewal of the Term hereunder, and\nprovided, however, that the minimum annual increase in Base Salary shall be at\nleast equal to the greater of (i) 20 percent, or (ii) the percentage increase\nover the preceding year in the US Consumer Price Index (as published by the\nDepartment of Labor, All Items).\n\n                  (b) PERFORMANCE-BASED BONUS. As additional compensation, the\nExecutive may be entitled to receive a performance-based bonus (the 'Bonus'),\npayable annually. The Executive's bonus shall be paid from the Company's Senior\nExecutive Bonus Pool, which shall be calculated after the Company's annual\naudited financial statements are prepared, as an amount equal to 20% of the\nCompany's pre tax income for the preceding year, as reflected in such annual\naudited financial statements. The Executive shall be entitled to a share of 33\n1\/3% of the such amount in the Senior Executive Bonus Pool. The Bonus shall be\npayable promptly after the Company's audited financial statements are prepared.\nIn the event that the Term shall be terminated (or shall fail to be renewed)\nafter the end of the fiscal year and before the Bonus is paid, such Bonus shall\nnonetheless be payable when the audited financial statements are prepared as\naforesaid. In the event that the Term shall be terminated (or shall fail to be\nrenewed) during a fiscal year, then the Bonus shall be computed based on the\nfinancial\n\n                                       2\n\n\nresults of the Company during such fiscal year through the end of the last\ncalendar month immediately preceding such termination, and shall be paid\npromptly after such calculation is made.\n\n                  (c) EXECUTIVE BENEFITS. The Executive shall be entitled to\nparticipate in any and all benefit programs of the Company.\n\n                  (d) VACATION. During each Fiscal Year, the Executive shall be\nentitled to two (2) weeks of vacation time and the Executive shall utilize such\nvacation time as the Executive from time to time may determine as appropriate\nwith regard to the operations of the Company.\n\n                  (e) BUSINESS EXPENSE REIMBURSEMENT. The Executive shall be\nentitled to receive reimbursement for all reasonable, out-of-pocket expenses\nincurred by him during the Term of his employment (in accordance with any\npolicies and procedures reasonably established by the Company) in connection\nwith the proper and efficient discharge of his duties hereunder, provided the\nExecutive properly accounts therefor by providing the Company with statements\nand vouchers in form reasonably satisfactory to the Company.\n\n         5. TERMINATION OF EMPLOYMENT AND SEVERANCE.\n\n                  (a) The Company shall be entitled to terminate Executive's\nemployment at any time:\n\n                           (i) for any reason other than for 'Cause', (as that\n         term is defined below), upon the giving of one hundred eighty (180)\n         days' prior written notice of termination, provided, however, that in\n         the event of termination without Cause, the Company shall be liable to\n         pay the Executive, Base Salary for a period equal to the greater of (I)\n         the remaining period of the Term then in effect, or (II) two years\n         after termination, such Base Salary to be payable in accordance with\n         the Company's customary payroll policies (free and clear of any and all\n         offsets, defenses and counterclaims) and with continued benefits during\n         the applicable period in which the severance payments are made (and in\n         the event that the Executive's participation in any such benefit plans\n         or programs is prohibited by the terms thereof, then the Company shall\n         arrange to provide the Executive with benefits, at its sole expense,\n         substantially similar to those to which the Executive is entitled under\n         such benefit plans and programs), provided that no Bonuses shall be\n         payable in respect of the period during which such severance payments\n         are made (Executive's entitlement to severance pay shall not be\n         affected by any subsequent re-employment of the Executive); or\n\n                           (ii) for 'Cause' without severance pay or benefits.\n\n                                       3\n\n\n                  (b) The Executive may terminate his employment with the\nCompany by giving notice of such termination to the Company, at any time upon\nthe Company's material breach hereunder or within one year after Executive\nacquires actual knowledge, or receives notice from the Company, of a Change in\nControl of the Company; in which case the Company shall deliver to the Executive\nupon termination full payment of the 'Parachute Payment,' as provided in Section\n5(e) below. For purposes hereof, a 'Change in Control' shall mean if there is\nany change in the beneficial ownership or title to voting securities of the\nCompany (other than pursuant to transfers among present shareholders of the\nCompany or underwritten public offerings of the Company's securities)\nrepresenting more than 33 1\/3% of the combined voting power of the Company's\nsecurities outstanding on the date of this Agreement, or a person not a\nshareholder of the Company on the date hereof acquires the power to elect a\nmajority of the Board of Directors of the Company.\n\n                  (c) DEATH. In the event of the Executive's death, the\nExecutive's designated beneficiary, or, in the absence of such designation, the\nestate or other legal representative of the Executive, shall be entitled to all\naccrued Base Salary through the date of Death, and an additional payment to the\nExecutive's estate equal to six months Base Salary.\n\n                  (d) DISABILITY. In the event of the Executive's 'Disability,'\nas defined below, the Company may terminate employment of the Executive\nhereunder without any further obligations, except as expressly set forth in this\nSection 5. In the event of termination due to the Executive's Disability, the\nExecutive shall be entitled to receive the Executive's salary at the annual rate\nin effect immediately prior to the commencement of Disability, for a period of\nnot less than 180 days from the date on which the Disability has commenced as\nprovided below. Any amounts provided for in this Section 5(d) shall be offset by\nother long-term disability benefits provided to the Executive by the Company, if\nany. 'Disability,' for the purposes of this Agreement, shall be deemed to have\noccurred, at the Board of Directors' option, in the event the Executive, by\nreason of mental or physical disability or illness, is unable to perform his\nduties as described in Section 2 for a period (the 'Period of Disability') of\nmore than 180 days in any one employment year, upon the Board of Directors\ngiving the Executive at least 30 days' written notice of its intention to so\nterminate, and if the Executive is able to return to work full time before the\nexpiration of this 30 day period, then the Executive shall not be subject to\ntermination for Disability hereunder. Termination due to Disability shall be\ndeemed to have occurred upon the first day of the month following the\ndetermination of Disability as defined in the preceding sentence.\n\n                  (e) PARACHUTE PAYMENT. If the Executive's employment is\nterminated due to (i) the occurrence of a Change of Control of the Company; or\n(ii) the termination by the Executive of his employment with the Company as a\nresult of the Company's material breach hereof, then in any such event (an\n'Event of Termination'), then (A) the Company shall pay to the Executive in a\nlump sum payment (a 'Parachute Payment') on the effective date of the\n\n                                       4\n\n\ntermination of the Executive's Employment (the 'Termination Date') an amount\nequal to the sum of three times the Executive's annualized includible\ncompensation for the base period, as such may be defined in \/section\/ 280G of\nthe Internal Revenue code of 1986, as amended (or the regulations promulgated\nthereunder) (the 'Code') minus one dollar (it being the intent of this provision\nthat the Executive receive the maximum compensation payable under the Code in\nsuch circumstances that is deductible to the Company and which does not trigger\nthe excise tax contemplated by the Code for excess parachute payments); and (B)\nthe Company shall maintain in full force and effect, at the Company's sole\nexpense (pursuant to waiver of COBRA premiums or otherwise) and for the\nExecutive's continued benefit until one year after the Termination Date all life\ninsurance, medical, health and accident, and disability plans and similar\narrangements in which the Executive was entitled to participate immediately\nprior to the Event of Termination. In the event that the Executive's\nparticipation in any such plan or program is barred by the plans or programs,\nthe Company shall arrange to provide the Executive with benefits, at the\nCompany's sole expense, substantially similar to those to which the Executive is\nentitled under such plans and programs. The Executive shall not be required to\nmitigate the amount of any payment provided for in this Section by seeking other\nemployment or otherwise, nor shall the amount of any payment provided for in\nthis Section be reduced by any compensation earned by the Executive as the\nresult of employment by another employer after the Termination Date or\notherwise; however, the Executive shall have the right (but not the obligation)\nto voluntarily reduce the consideration payable to him upon a Change in Control,\nin any manner the Executive may elect by written notice to the Company.\n\n                  (f) TERMINATION BY THE COMPANY FOR CAUSE.\n\n                           (i) Nothing herein shall prevent the Company from\n         terminating the Executive's employment for 'Cause', as defined below.\n         In the event of termination for Cause, the Executive shall continue to\n         receive salary only for the period ending with the date of such\n         termination as provided in this Section 5(f), and any Bonus accruing in\n         respect of net pre tax income of the Company prior to the termination\n         as provided in Section 4(b). Any rights and benefits the Executive may\n         have in respect of any other compensation shall be determined in\n         accordance with the terms of such other compensation arrangements or\n         such plans or programs.\n\n                           (ii) 'Cause' shall mean: For purposes of this\n         Agreement, 'cause' and 'for cause' shall mean (A) any intentional\n         breach of the Executive's fiduciary duty to the Company that is\n         intended to cause, and actually causes, material injury to the\n         Company's business or business relationships; (B) the Executive's\n         breach under this Agreement that causes material damage to the Company;\n         (C) the Executive's gross negligence in the performance of his duties\n         that materially adversely affects the Company; and (D) conviction of a\n         felony; provided, however, that (1) the Company shall give the\n         Executive notice of any circumstances described in (B) or (C), above,\n         which notice shall describe such circumstances in reasonable detail,\n         and (2) no 'cause' for termination shall be\n\n                                       5\n\n\n         deemed to exist if the Executive shall remedy or cure the relevant\n         circumstances within 10 days from his receipt of such notice.\n         Termination for cause under clause (B) or (C) shall be effective on the\n         2nd business day after receipt by the Executive of a further written\n         notice from the Company, following expiration of the 10-day cure period\n         as aforesaid; provided the Executive has not previously cured the event\n         of cause; and termination for cause under (A) or (D) shall be effective\n         immediately upon receipt by the Executive of written notice of\n         termination. The determination of whether 'Cause' for terminating\n         Executive's employment exists may only be made at a meeting of the\n         Board of Directors called for such purpose, and the Executive shall\n         have the right to receive prior notice of such meeting and an\n         opportunity to address the Board of Directors on the issue. The\n         Executive shall be entitled to receive upon termination for Cause (A)\n         any earned and unpaid Base Salary and Bonus accrued through the date of\n         termination; and (B) subject to the terms hereof, any benefits which\n         may be due to the Executive on such date under the provisions of any\n         employee benefit plan, program or policy.\n\n         6. COVENANT NOT TO COMPETE AND CONFIDENTIALITY.\n\n                  (a) COVENANT NOT TO COMPETE. The Executive acknowledges and\nrecognizes the highly competitive nature of the Company's business and that the\ngoodwill and patronage of the Company's Clients (as defined below) constitute a\nsubstantial asset of the Company having been acquired through considerable time,\nmoney and effort. Accordingly, in consideration of the execution of this\nAgreement, the Executive agrees that:\n\n                           (i) during the Restricted Period (as defined below)\n         and within the Restricted Area (as defined below), the Executive will\n         not, individually or in conjunction with others, directly or\n         indirectly, engage in any part of the Business (as defined below),\n         whether as an officer, director, proprietor, employer, partner,\n         independent contractor, investor (other than as a holder solely as an\n         investment of less than 2% of the outstanding capital stock of a\n         publicly traded corporation), consultant, advisor, agent or otherwise.\n\n                           (ii) during the Restricted Period and within the\n         Restricted Area, the Executive will not (A) directly or indirectly\n         recruit, solicit or otherwise influence any employee or agent of the\n         Company to discontinue such employment or agency relationship with the\n         Company, or (B) employ or seek to employ, or cause or permit (insofar\n         as it is in his control to do so) any business which competes directly\n         or indirectly with the Business of the Company (the 'Competitive\n         Business') to employ or seek to employ for any Competitive Business any\n         person who is then (or was at any time within six (6) months prior to\n         the date Executive or the Competitive Business employs or seeks to\n         employ such person) employed by the Company.\n\n                                       6\n\n\n                           (iii) during the Restricted Period and within the\n         Restricted Area, the Executive will not, directly or indirectly,\n         compete with the Company by soliciting, inducing or influencing any of\n         the Company's Clients which have a business relationship with the\n         Company at the time during the Restricted Period to discontinue or\n         reduce the extent of such relationship with the Company.\n\n                           (iv) during the Restricted Period, the Executive will\n         not interfere with, or disrupt or attempt to disrupt any present or\n         prospective relationship, contractual or otherwise, between the Company\n         and any customer, employee or agent of the Company, or anyone who was\n         such within the one year period before the time of termination of the\n         Executive's employment.\n\n                  (b) CONFIDENTIALITY. In accordance with the Florida Statutes,\namong others Chapter 542 and Chapter 688, the Executive acknowledges that the\nCompany has 'trade secrets' (as that term is defined in the Florida Statutes)\nand a legitimate business interest in protecting them. Further, the Executive\nacknowledges that the Company's trade secrets, including but not limited to,\nprivate or secret processes, methods and ideas (as they exist from time to\ntime), customer lists and information concerning the Company's products,\nservices, training methods, development, technical information, marketing\nactivities and procedures, credit and financial data concerning the Company\nand\/or the Company's Clients (the 'Proprietary Information'), are valuable,\nspecial and unique assets of the Company, access to and knowledge of which are\nessential to the Performance of the Executive hereunder. In light of the highly\ncompetitive nature of the industry in which the Company's business is conducted,\nthe Executive agrees that all Proprietary Information, currently possessed by,\nor in the future obtained by the Executive as a result of the Executive's\nassociation with the Company shall be considered confidential.\n\n                  In recognition of the foregoing, the Executive agrees that he\nwill not use or disclose any of such Proprietary Information for the Executive's\nown purposes or for the benefit of any person or other entity or organization\n(except the Company) under any circumstances unless such Proprietary Information\nhas been publicly disclosed generally or, upon at least 10 days' prior notice to\nthe Company (or on such shorter notice as is available to the Executive if the\nsubpoena is returnable within less than ten (10) days), the Executive is legally\nrequired to disclose such Proprietary Information. Documents (as defined below)\nrelating to the Business, the Company or the General Partner prepared by the\nExecutive or that come into the Executive's possession during the Executive's\nassociation with the Company are and remain the property of the Company, and\nwhen this agreement terminates, such Documents shall be returned to the Company\nat the Company's principal place of business, as provided in Section 10, below,\nand the Executive represents that he will not copy, or cause to be copied,\nprinted, summarized or compiled any software, Documents or other materials or\nother Proprietary Information owned by the Company. The Executive further\nrepresents that he will not retain in his possession any such software,\nDocuments, or other materials in machine or human readable forms.\n\n                                       7\n\n\n                  (c) PATENTS. Any patents, trademarks, inventions, discoveries,\napplications or processes, software and computer programs devised, planned,\napplied, created, discovered or invented by the Executive in the course of his\nemployment with the Company, or which pertain to any aspect of the Business of\nthe Company, shall be the sole and absolute property of the Company, and the\nExecutive shall make a prompt report thereof to the Company and promptly execute\nand deliver, for no additional consideration, any and all documents reasonably\nrequested by the Company to assure the Company the full and complete ownership\nthereof.\n\n                  (d) DOCUMENTS. 'Documents' shall mean all original written,\nrecorded, or graphic matters whatsoever, and any and all copies thereof,\nincluding, but not limited to: papers, books, records, tangible things,\ncorrespondence, communications, telex messages, memoranda, work papers, reports,\naffidavits, statements, summaries, analyses, evaluations, client records and\ninformation, agreements, agendas, advertisements, instructions, charges,\nmanuals, brochures, publications, directories, industry lists, schedules, price\nlists, client lists, statistical records, training manuals, computer printouts,\nbooks of account, records and invoices reflecting business operations, all\nthings similar to any of the foregoing, however denominated. In all cases where\noriginals are not available, the term 'Documents' shall also mean identical\ncopies of original documents or non-identical copies thereof.\n\n                  (e) COMPANY'S CLIENTS. The 'Company's Clients' shall mean any\npersons, partnerships, corporations, professional associations or other\norganization for which the Company has performed services which are part of the\nBusiness, as defined below.\n\n                  (f) RESTRICTED PERIOD. The 'Restricted Period' shall mean (A)\nthe Term (and renewals of the Term) of this Agreement and (B) a period of two\nyears following the termination (or nonrenewal) of the Term (or of any renewal\nof the Term). Notwithstanding the foregoing, the Restricted Period shall\nterminate upon the Company's election to terminate the Term or to fail to offer\nto renew the Term upon its scheduled expiration, in each case without 'Cause'.\n\n                  (g) RESTRICTED AREA. The 'Restricted Area' shall mean the\nUnited States of America, and its possessions and territories.\n\n                  (h) BUSINESS. 'Business' shall mean the business of providing\nattorney referrals and related services to provide affordable access to the US\nlegal system to persons and organizations, all as currently provided by the\nCompany, and any additional business or lines of business which the Company or\nany of its subsidiaries may engage in during the term of this Agreement and any\nactivities with respect to such Business.\n\n                  (i) COVENANTS AS ESSENTIAL ELEMENTS OF THIS AGREEMENT. It is\nunderstood by and between the parties hereto that the foregoing covenants\ncontained in Section 6(a), (b) and (c) are: (i) reasonable in scope and duration\nin light of the nature of the Business and the area in which the Company or its\nSubsidiaries engage in the Business; and (ii) are essential elements of\n\n                                       8\n\n\nthis Agreement, and that, but for the agreement by the Executive to comply with\nsuch covenants, the Company would not have agreed to enter into this Agreement.\nSuch covenants by the Executive shall be construed to be agreements independent\nof any other provisions of this Agreement. Except as otherwise expressly\nprovided herein, the existence of any other claim or cause of action, whether\npredicated on any other provision in this Agreement, or otherwise, as a result\nof the relationship between the parties shall not constitute a defense to the\nenforcement of such covenants against the Executive.\n\n                  (j) SURVIVAL AFTER TERMINATION OF AGREEMENT. Notwithstanding\nanything to the contrary contained in this Agreement, the covenants in Sections\n6(a), (b) and (c) shall, to the extent provided for herein, survive the\ntermination of this Agreement and the Executive's employment with the Company.\n\n                  (k) REMEDIES\n\n                           (i) The Executive acknowledges and agrees that the\n         Company's remedy at law for a breach or threatened breach of any of the\n         provisions of Section 6(a), (b) or (c) herein would be inadequate and\n         such breach shall cause irreparable harm to the Company. In recognition\n         of this fact, in the event of a breach by the Executive of any of the\n         provisions of Section 6(a) or (c) the Executive agrees that, in\n         addition to any remedy at law available to the Company, including, but\n         not limited to monetary damages, all rights of the Executive to payment\n         of severance payments, as provided for herein, may be suspended and\n         paid into escrow subject to forfeiture and payment to the Company if\n         the Executive is determined by arbitration or judicial ruling to have\n         violated any such provision; and if the Executive breaches any\n         provision of Sections 6(a), (b) or (c), then the Company, without\n         posting any bond, shall be entitled to obtain, and the Executive agrees\n         not to oppose on the basis of the adequacy of a remedy at law the\n         Company's request for, equitable relief in the form of specific\n         performance, temporary restraining order, temporary or permanent\n         injunction or any other equitable remedy which may then be available to\n         the Company.\n\n                           (ii) The Executive acknowledges that the granting of\n         a temporary injunction, temporary restraining order or permanent\n         injunction merely prohibiting the use of Proprietary Information would\n         not be an adequate remedy upon breach or threatened breach of Section\n         6(a), (b) or (c) and consequently agrees, upon proof of any such\n         breach, to the granting or injunctive relief prohibiting any form of\n         competition with the Company that is prohibited by this Agreement.\n         Nothing herein contained shall be construed as prohibiting the Company\n         from pursuing all other remedies available to it for such breach or\n         threatened breach, and no injunction shall prevent or impair\n         enforcement of remedies for damages.\n\n                                       9\n\n\n                  (l) SEVERABILITY. If a court of competent jurisdiction\ndetermines that any of the covenants, or provisions thereof, contained in this\nSection 6 are unreasonable as to their duration or geographic scope, or are\notherwise unenforceable, the parties hereto desire such court to reform such\nprovisions so that they cover the maximum period of time and geographic scope as\nto which they can be enforced, and to enforce such covenant, or portion thereof,\nto the fullest extent permissible by the laws of the State of Florida.\n\n         7. WITHHOLDING. Anything to the contrary notwithstanding, all payments\nrequired to be made by the Company hereunder to the Executive or the Executive's\nestate or beneficiaries shall be subject to the withholding of such amounts, if\nany, relating to tax and other payroll deductions as the Company may reasonably\ndetermine it should withhold pursuant to any applicable law or regulation.\n\n         8. NOTICES. All notices, requests, demands or other communications by\nthe terms hereof required or permitted to be given by one party to another shall\nbe given in writing by personal delivery, by telecopier or by regular mail,\npostage prepaid, addressed to such other party or delivered to such other party\nas follows:\n\nIf to the Company:                        1500 N.W. 62nd Street, #404\n                                          Fort Lauderdale, Florida 33309\n\nIf to the Executive:                      10213 Vestal Court\n                                          Coral Springs, Florida 33071\n\nor at such other address or telecopy number as may be given by any of them to\nthe others in writing from time to time and such notices, requests, demands or\nother communication shall be deemed to have been received when hand delivered,\non the Business Day after the date telecopied (with receipt confirmed) or, if\nmailed, the fourth Business Day following the day of the mailing thereof,\nprovided that if any such notice, request, demand or other communication shall\nhave been mailed and if regular mail service shall be interrupted by strikes or\nother irregularities, such notice, request, demand or other communication shall\nbe deemed to have been received on the fourth Business Day following the\nresumption of normal mail service.\n\n                                       10\n\n\n         9. ENTIRE AGREEMENT. This Agreement, sets forth the entire agreement\nand understanding between the parties, and merge and supersede all prior\ndiscussions, agreements and understandings of every kind and nature among them\nas to the subject matter hereof.\n\n         10. AMENDMENTS TO AGREEMENT. This Agreement shall not be amended except\nby a writing signed by each party to the Agreement, and this Agreement may not\nbe discharged except by performance in accordance with its terms or by a writing\nsigned by each party to the Agreement.\n\n         11. US DOLLARS. All dollar amounts in this Agreement are stated in\nUnited States Dollars.\n\n         12. GOVERNING LAW. THIS AGREEMENT AND ITS VALIDITY, CONSTRUCTION AND\nPERFORMANCE SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF FLORIDA, WITHOUT\nGIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.\n\n         13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and\nshall inure to the benefit of the parties hereto and their respective successors\nand permitted assigns. This Agreement may not be assigned by the Executive\nwithout the prior written consent of the Company. This Agreement may be assigned\nby the Company in connection with the sale, transfer or other disposition of all\nor substantially all of the Company's assets or business, and the provisions\nhereof, including the non-compete and confidentiality provisions of this\nAgreement, shall inure to the benefit of such successor or assign of the\nCompany.\n\n         14. PRONOUNS. Whenever the context requires, the use in this Agreement\nof a pronoun of any gender shall be deemed to refer also to any other gender,\nand the use of the singular shall be deemed to refer also to the plural.\n\n         15. HEADINGS. The headings of this Agreement are inserted for\nconvenience of reference only and shall not constitute a part hereof.\n\n         16. ATTORNEYS' FEES. If any action or proceeding is brought in any\ncourt by any party to enforce any provisions of this Agreement, the prevailing\nparty shall be entitled to recover from the non-prevailing party all of its\nreasonable costs and expenses incurred in connection with such action, including\nattorneys' fees.\n\n         17. CALCULATION OF TIME PERIODS. When calculating the period of time\nwithin which or following which any act is to be done or step taken pursuant to\nthis Agreement, the date which is the reference date in calculating such period\nshall be excluded. If the last day of such period is not a Business Day, the\nperiod in question shall end on the immediately following Business Day.\n\n                                       11\n\n\n         18. REFERENCES TO LAW. All references in this Agreement to any law,\nby-law, rule, regulation, order or act of any government, governmental body or\nother regulatory body or authority shall be construed as a reference thereto as\namended or re-enacted from time to time or as a reference to any successor\nthereto.\n\n         19. EXECUTION IN COUNTERPARTS. This Agreement may be executed in\nseveral counterparts, by original or facsimile signature, each of which so\nexecuted shall be deemed to be an original and such counterparts together shall\nbe deemed to be one and the same instrument, which shall be deemed to be\nexecuted as of the date first above written.\n\n         20. FURTHER ASSURANCES. The parties hereto shall sign such further\ndocuments and do and perform and cause to be done and performed such further and\nother acts and things as may be necessary or desirable in order to give full\neffect to this Agreement and every part thereof.\n\n         21. SURVIVAL. Any termination of this Agreement shall not affect the\nongoing provisions of this Agreement which shall survive such termination in\naccordance with their terms.\n\n         22. SEVERABILITY. The invalidity or unenforceability, in whole or in\npart, of any covenant, promise or undertaking, or any section, subsection,\nparagraph, sentence, clause, phrase or word or of any provision of this\nAgreement shall not affect the validity or enforceability of the remaining\nportions thereof.\n\n         23. CONSTRUCTION. This Agreement shall be construed within the fair\nmeaning of each of its terms and not against the party drafting the document.\n\nTHE EXECUTIVE AND THE COMPANY EACH ACKNOWLEDGES THAT HE OR IT HAS READ ALL OF\nTHE TERMS OF THIS AGREEMENT, UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY\nITS TERMS AND CONDITIONS.\n\n                                       12\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate set forth in first paragraph of this Agreement.\n\n                                              THE COMPANY:\n                                              AND JUSTICE FOR ALL, INC.\n                                              a Florida corporation\n\n                                              By:   \/s\/ M. J. COHEN\n                                                    ----------------------------\n                                              Its:  TREASURER AND CFO\n\n\n                                              THE EXECUTIVE:\n\n                                              \/s\/ BRETT MERL\n                                              ----------------------------------\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8036],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9539,9544],"class_list":["post-38925","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legal-club-of-america-corp","corporate_contracts_industries-services__legal","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\/38925","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=38925"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38925"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38925"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38925"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}