{"id":38926,"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-jason-krouse.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-and-justice-for-all-inc-and-jason-krouse","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-and-justice-for-all-inc-and-jason-krouse.html","title":{"rendered":"Employment Agreement &#8211; And Justice for All Inc. and Jason Krouse"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n         THIS EMPLOYMENT AGREEMENT ('Agreement') is made and entered into on\n12TH DAY, 1997, between And Justice for All Inc., a Florida corporation (the\n'company'), with a principal place of business at 1500 N.W. 62ND STREET, FORT\nLAUDERDALE, FLORIDA, and Jason Krouse, an individual (the 'Executive').\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 VICE PRESIDENT OF SALES\nfor 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 fill 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\ncommensurate with his Position may be reasonably determined by the President or\nChief Executive Officer of the Company from time to time.\n\n\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.\n\n         3.       TERM. The Term of employment hereunder will commence on the\n                  date hereof (the 'Start Date') and end five (5) years after\n                  the Start Date or two weeks after the Company gives the\n                  Executive notice of termination, unless terminated pursuant to\n                  Section 5 of this Agreement (the 'Term'). The term shall\n                  automatically renew for a period of 5 years, unless terminated\n                  pursuant to Section 5 of this Agreement. All provisions of the\n                  Agreement shall remain in effect during renewals of the Term,\n                  and references to the 'Term' herein shall be deemed to refer\n                  to renewals 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 Fifty Five\nThousand Dollars ($55,000.00) for the first year of the Term subject to\nsemi-annual review for increases of no less than 15% per year, but not\ndecreases, in such compensation at the discretion of the Board of Directors.\n\n                  (b) PERFORMANCE-BASED BONUS. As additional compensation, the\nExecutive may be entitled to receive a performance-based bonus (the 'Bonus'),\npayable annually, in an amount, if any, determined by the Board of Directors in\nits sole discretion.\n\n                  (c) EXECUTIVE BENEFITS. The Executive shall be entitled to\nparticipate in any benefit programs of the Company.\n\n                  (d) VACATION. During each Fiscal Year, the Executive shall be\nentitled to ONE WEEK vacation time and the Executive shall utilize such vacation\ntime as the Executive from time to time may determine as appropriate with regard\nto the operations of the Company. The executive shall be entitled to two weeks\nvacation at the completion of his\/her second year of employment and three weeks\nvacation at the end of his\/her fifth year of employment.\n\n                  (e)      BUSINESS EXPENSE REIMBURSEMENT. The Executive shall\n                           be entitled to receive reimbursement for all\n                           reasonable out-of-pocket expenses incurred by him\n                           during the Term of his employment (in accordance with\n                           any policies and procedures reasonably established by\n                           the Company) in connection with the proper and\n                           efficient discharge of his duties hereunder, provided\n                           the Executive properly accounts therefor by providing\n                           the Company with statements and vouchers in form\n                           reasonably satisfactory to the Company.\n\n                                       2\n\n\n                  (f) COMMISSIONS. The employee shall be paid a 2% commission on\nall business written by the company on an ongoing basis unless terminated as per\nSection 5 of this Agreement. In the event the business is as a result of an\ninfomercial, employee will be entitled to 2% of the net revenues earned by the\ncompany.\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 'Cause' without severance pay or benefits,\n\n                  (b) 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.\n\n                  (c) 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 6. 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\nrate in effect immediately prior to the commencement of Disability, for a period\nof not less than (180 days] from the date on which the Disability has commenced\nas provided below. Any amounts provided for in this Section 5(c) shall be offset\nby other long-term disability benefits provided to the Executive by the Company,\nif any. 'Disability,' for the purposes of this Agreement, shall be deemed to\nhave occurred, 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 [150 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. Termination due to Disability shall be deemed to have occurred upon\nthe first day of the month following the determination of Disability as defined\nin the preceding sentence. Anything herein to the contrary notwithstanding, it\nfollowing a termination of employment hereunder due to Disability, the Executive\nbecomes re-employed, whether as an employee or a consultant, any salary, annual\nincentive payments or other benefits earned by the Executive from such\nemployment shall offset any salary continuation due to the Executive hereunder\ncommencing with the date of re-employment.\n\n                  (d) TERMINATION BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE\nFOR GOOD REASON.\n\n                           (i) Nothing herein shall prevent the Company from\nterminating the Executive's employment for 'CAUSE,' as defined below. In the\nevent of termination for Cause, the Executive shall continue to receive salary\nonly for the period ending with the date of such termination as provided in this\nSection 6(d), Any rights and benefits the Executive may have in \n\n\n                                       3\n\n\nrespect of any other compensation shall be determined in accordance with the\nterms of such other compensation arrangements or such plans or programs.\n\n                           (ii)      'Cause' shall mean: (A) committing or\n                                     participating in an injurious act of fraud,\n                                     gross neglect, willful misconduct,\n                                     recklessness, embezzlement or dishonesty\n                                     against the Company; (B) engaging in a\n                                     criminal enterprise involving moral\n                                     turpitude; (C) indictment or being held for\n                                     trial for an act or acts (1) constituting a\n                                     felony under the laws of the United States\n                                     or any state thereof, or (2) if applicable,\n                                     loss of any state or federal license\n                                     required for the Executive to perform the\n                                     Executive's material duties or\n                                     responsibilities for the Company; provided\n                                     however that this Subsection 5(D)(II)(C)(2)\n                                     shall not be applicable if such loss of\n                                     license shall be a result of any actions or\n                                     inactions outside the Executive's control;\n                                     (D) habitual neglect of duty, gross\n                                     incompetence, or willful disobedience of\n                                     the reasonable and lawful orders of the\n                                     Company or the President or Chief Executive\n                                     Officer in a matter of substance which are\n                                     not inconsistent with the provisions of\n                                     this Agreement; (E) breach of or failure to\n                                     observe any of the material terms or\n                                     conditions of this Agreement; or (F) any\n                                     assignment of this Agreement by the\n                                     Executive in violation of this Agreement.\n                                     If an event constituting 'Cause' under\n                                     Sections (A) (with respect to gross neglect\n                                     only), (D) or (E) is curable, then the\n                                     Executive shall have the opportunity to\n                                     cure the Same within fifteen (15) days\n                                     after receipt of written notice from the\n                                     Company setting forth the conduct committed\n                                     and that the Company intends to terminate\n                                     the Executive for 'Cause.'\n\n                           (iii)     The Executive may also terminate the Term\n                                     for 'Good Reason' which shall mean the\n                                     Company's breach of or failure to observe\n                                     any of the material terms or conditions of\n                                     this Agreement, or any assignment of this\n                                     Agreement by the Company in violation of\n                                     this Agreement, and the Company's failure\n                                     to cure the same within fifteen (15) days\n                                     from its receipt of written notice from the\n                                     Executive, such notice to specify the\n                                     nature of the breach in reasonable detail\n                                     and that the Executive will terminate the\n                                     Term for Good Reason if the breach is not\n                                     cured. Upon termination of the Term for\n                                     Good Reason, the parties shall have the\n                                     same rights and obligations as are provided\n                                     in the Agreement for termination of the\n                                     Term by the Company without Cause,\n\n                           (iv)      In the event there is a breach or other\n                                     event giving the Executive or the Company\n                                     the right to terminate this Agreement after\n                                     the lapse of a cure period in (ii) or\n                                     (iii), which is capable of being cured and\n                                     cannot be cured by payment of money and\n                                     cannot be \n\n\n                                       4\n\n\n                                     reasonably cured within the fifteen (15)\n                                     day period applicable under either\n                                     subsection (ii) or (iii) above, then the\n                                     cure period shall be extended for up to\n                                     ninety (90) days after the expiration of\n                                     the applicable fifteen (15) day period, so\n                                     long as the Executive or the Company has\n                                     commenced the cure within the applicable\n                                     fifteen (15) day period and thereafter\n                                     diligently prosecutes it to completion.\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\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 ss. 280G of the\nInternal 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\n6. 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) and\n                            within the Restricted Area (as defined below), the\n                            Executive will not, individually or in conjunction\n                            with others, directly or indirectly, engage in any\n                            part of the Business (as defined below), whether as\n                            an officer, director, proprietor, employer, partner,\n                            independent contractor, investor (other than as a\n                            holder solely as an investment of less than 2% of\n                            the outstanding capital \n\n\n                                       5\n\n\n                            stock of a publicly traded corporation), consultant,\n                            advisor, agent or otherwise.\n\n                  (ii)      during the Restricted Period and within the\n                            Restricted Area, the Executive will not (A) directly\n                            or indirectly recruit, solicit or otherwise\n                            influence any employee or agent of the Company to\n                            discontinue such employment or agency relationship\n                            with the Company, or (B) employ or seek to employ,\n                            or cause or permit (insofar as it is in his control\n                            to do so) any business which competes directly or\n                            indirectly with the Business of the Company (the\n                            'Competitive Business') to employ or seek to employ\n                            for any Competitive Business any person who is then\n                            (or was at any time within six (6) months prior to\n                            the date Executive or the Competitive Business\n                            employs or seeks to employ such person) employed by\n                            the Company.\n\n                  (iii)     during the Restricted Period and within the\n                            Restricted Area, the Executive will not, directly or\n                            indirectly, compete with the Company by soliciting,\n                            inducing or influencing any of the Company's Clients\n                            which have a business relationship with the Company\n                            at the time during the Restricted period to\n                            discontinue or reduce the extent of such\n                            relationship with the Company.\n\n                  (iv)      during the Restricted Period, the Executive will not\n                            interfere with, or disrupt or attempt to disrupt any\n                            present or prospective relationship, contractual or\n                            otherwise, between the Company and any customer,\n                            employee or agent of the Company, or anyone who was\n                            such within the one year period before the time of\n                            termination of the 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 tile 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 \n\n\n                                       6\n\n\nunless such Proprietary Information has been publicly disclosed generally or,\nupon at least 10 days' prior notice to the Company (or on such shorter notice as\nis available to the Executive if the subpoena is returnable within less than ten\n(10) days), the Executive is legally required to disclose such Proprietary\nInformation. Documents (as defined below) relating to the Business, the Company\nor the General Partner prepared by the Executive or that come into the\nExecutive's possession during the executive's association with the Company are\nand remain the property of the Company, and when this Agreement terminates, such\nDocuments shall be returned to the Company at the Company's principal place of\nbusiness, as provided in Section 10, below, and the Executive represents that he\nwill not copy, or cause to be copied, printed, summarized or compiled any\nsoftware, Documents or other materials or other Proprietary Information owned by\nthe Company. The Executive further represents that he will not retain in his\npossession any such software, Documents, or other materials in machine or human\nreadable forms.\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 9'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)\n                      the Term (and renewals of the Term) of this Agreement and\n                      (B) a period of three (3) years following the termination\n                      (or non-renewal) of the Term (or of any renewal of the\n                      Term).\n\n                  (g) RESTRICTED AREA. The 'Restricted Area' shall mean the\n                      continental United States of America.\n\n                                       7\n\n\n                  (h)  BUSINESS. 'Business' shall mean the business of providing\n                       attorney referrals and related services to provide\n                       affordable access to the U.S. legal system to persons and\n                       organizations, all as currently provided by the Company,\n                       and any additional business or lines of business which\n                       the Company or any of its subsidiaries may engage in\n                       during the term of this Agreement and any activities with\n                       respect to such Business.\n\n                  (i)  COVENANTS AS ESSENTIAL ELEMENTS OF THIS AGREEMENT. It is\n                       understood by and between the parties hereto that the\n                       foregoing covenants contained in Sections 6(a), (b) and\n                       (c) are: (i) reasonable in scope and duration in light of\n                       the nature of the Business and the area in which the\n                       Company or its Subsidiaries engage in the Business; and\n                       (ii) are essential elements of this Agreement, and that,\n                       but for the agreement by the Executive to comply with\n                       such covenants, the Company would not have agreed to\n                       enter into this Agreement. Such covenants by the\n                       Executive shall be construed to be agreements independent\n                       of any other provisions of this Agreement. Except as\n                       otherwise expressly provided herein, the existence of any\n                       other claim or cause of action, whether predicated on any\n                       other provision in this Agreement, or otherwise, as a\n                       result of the relationship between the parties shall not\n                       constitute a defense to the enforcement of such covenants\n                       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 Company's\n                       remedy at law for a breach or threatened breach of any of\n                       the provisions of Section 6(a), (b) or (c) herein would\n                       be inadequate and such breach shall cause irreparable\n                       harm to the Company. In recognition of this fact, in the\n                       event of a breach by the Executive of any of the\n                       provisions of Section 6(a) or (c) the Executive agrees\n                       that, in addition to any remedy at law available to the\n                       Company, including, but not limited to monetary damages,\n                       all rights of the Executive to payment of severance or\n                       non-compete payments, as provided for herein, may be\n                       suspended and paid into escrow subject to forfeiture and\n                       payment to the Company if the Executive is determined by\n                       arbitration or judicial ruling to have violated any such\n                       provision; and if the Executive breaches any provision of\n                       Sections 6(a), (b) or (c), then the Company, without\n                       posting any bond, shall be entitled to obtain, and the\n                       Executive agrees not to oppose on the basis of the\n                       adequacy of a remedy at law the\n                      \n\n\n                                       8\n\n\n                       Company's request for, equitable relief in the form of\n                       specific performance, temporary restraining order,\n                       temporary or permanent injunction or any other equitable\n                       remedy which may then be available to the Company.\n\n                  (ii) The Executive acknowledges that the granting of a\n                       temporary injunction, temporary restraining order or\n                       permanent injunction merely prohibiting the use of\n                       Proprietary Information would not be an adequate remedy\n                       upon breach or threatened breach of Section 6(a), (b) or\n                       (c) and consequently agrees, upon proof of any such\n                       breach, to the granting or injunctive relief prohibiting\n                       any form of competition with the Company that is\n                       prohibited by this Agreement. Nothing herein contained\n                       shall be construed as prohibiting the Company from\n                       pursing all other remedies available to it for such\n                       breach or threatened breach, and no injunction shall\n                       prevent or impair enforcement of remedies for damages.\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\n                  payments required to be made by the Company hereunder to the\n                  Executive or the Executive's estate or beneficiaries shall be\n                  subject to the withholding of such amounts, if any) relating\n                  to tax and other payroll deductions as the Company may\n                  reasonably determine it should withhold pursuant to any\n                  applicable law or regulation. In lieu of withholding such\n                  amounts, the Company at the Executive's request, may, in its\n                  sole discretion, accept other arrangements, provided that: (a)\n                  the Company is satisfied that such other arrangements will\n                  satisfy such tax and other payroll obligations in a manner\n                  complying with applicable law or regulation; and (b) the\n                  Executive shall indemnify the Company against all fines,\n                  penalties and costs (including attorneys' fees) in the amount\n                  that such other arrangements do not so comply.\n\n         8.       NOTICES. All notices, requests, demands or other\n                  communications by the terms hereof required or permitted to be\n                  given by one party to another shall be given in writing by\n                  personal delivery , by telecopier or by regular mail, postage\n                  prepaid, addressed to such other party or delivered to such\n                  other party as follows:\n\n                                       9\n\n\nIf to the Company: ________________________________\n                   ________________________________\n                   ________________________________\n                   ________________________________\n\n\nIf to Executive:   ________________________________\n                   ________________________________\n                   ________________________________\n                   ________________________________\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<font size=\"2\">         9.       ENTIRE AGREEMENT. This Agreement, sets forth the entire\n                  agreement and understanding between the parties, and merge and\n                  supersede all prior discussions, agreements and understandings\n                  of every kind and nature among them as to the subject matter\n                  hereof\n\n         10.      AMENDMENTS TO AGREEMENT. This Agreement shall not be amended\n                  except by a writing signed by each party to the Agreement, and\n                  this Agreement may not be discharged except by performance in\n                  accordance with its terms or by a writing signed by each party\n                  to the Agreement.\n\n         11.      U.S. DOLLARS. All dollar amounts in this Agreement are stated\n                  in United States Dollars.\n\n         12.      GOVERNING LAW. THIS AGREEMENT AND ITS VALIDITY, CONSTRUCTION\n                  AND PERFORMANC SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS\n                  OF FLORIDA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS\n                  OF LAW.\n\n         13.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon\n                  and shall inure to the benefit of the parties hereto and their\n                  respective successors and permitted assigns. This Agreement\n                  may not be assigned by the Executive without the prior written\n                  consent of the Company. This Agreement may be assigned by the\n                  Company in connection with the sale, transfer or other\n                  disposition of all or substantially all of the Company's\n                  assets or business.\n\n                                       10\n\n\n         14.      PRONOUNS. Whenever the context requires, the use in this\n                  Agreement of a pronoun of any gender shall be deemed to refer\n                  also to any other gender, and the use of the singular shall be\n                  deemed to refer also to the plural.\n\n         15.      HEADINGS. The headings of this Agreement are inserted for\n                  convenience of reference only and shall not constitute a part\n                  hereof.\n\n         16.      ATTORNEYS' FEES. If any action or proceeding is brought in any\n                  court by any party to enforce any provision of this Agreement,\n                  the prevailing party shall be entitled to recover from the\n                  non-prevailing party all of its reasonable costs and expenses\n                  incurred in connection with such action, including attorneys'\n                  fees.\n\n         17.      CALCULATION OF TIME PERIODS. When calculating the period of\n                  time within which or following which any act is to be done or\n                  step taken pursuant to this Agreement, the date which is the\n                  reference date in calculating such period shall be excluded.\n                  If the last day of such period is not a Business Day, the\n                  period in question shall end on the immediately following\n                  Business Day.\n\n         18.      REFERENCES TO LAW. All references in this Agreement to any\n                  law, by-law, rule, regulation, order or act of any government,\n                  governmental body or other regulatory body or authority shall\n                  be construed as a referene thereto as amended or re-enacted\n                  from time to time or as a reference to any successor thereto.\n\n         19.      EXECUTION IN COUNTERPARTS. This Agreement may be executed in\n                  several counterparts, by original or facsimile signature, each\n                  of which so executed shall be deemed to be an original and\n                  such counterparts together shall be deemed to be one and the\n                  same instrument, which shall be deemed to be executed as of\n                  the date first above written.\n\n         20.      FURTHER ASSURANCES. The parties hereto shall sign such further\n                  documents and do and perform and cause to be done and\n                  performed such further and other acts and things as may be\n                  necessary or desirable in order to give full effect to this\n                  Agreement and every part thereof.\n\n         21.      SURVIVAL. Any termination of this Agreement shall not affect\n                  the ongoing provisions of this Agreement which shall survive\n                  such termination in accordance with their terms.\n\n         22.      SEVERABILITY. The invalidity or unenforceability, in whole or\n                  in part, of any covenant, promise or undertaking, or any\n                  section, subsection, paragraph, sentence, clause, phrase or\n                  word or of any provision of this Agreement shall not affect\n                  the validity or enforceability of the remaining portions\n                  thereof\n\n         23.      CONSTRUCTION. This Agreement shall be construed within the\n                  fair meaning of each of its terms and not against the party\n                  drafting the document.\n\n\n\n<\/font>                                       11\n\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\nIN WITNESS WHEREOF, the parties have executed this Agreement as of date set\nforth in the first paragraph of this Agreement.\n\n                                   THE COMPANY\n\n                                   AND JUSTICE FOR ALL INC.,\n                                   a Florida corporation\n\n                                   By: \/S\/ BRETT MERL\n                                      ----------------------------------\n                                   Its: CEO\n\n                                   THE EXECUTIVE:\n\n                                   \/S\/ JASON B. KROUSE\n                                   --------------------------------------\n                                   Jason B. Krouse\n\n                                       12\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-38926","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\/38926","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=38926"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38926"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38926"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38926"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}