{"id":39386,"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-navigant-international-inc-and-jonathan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-navigant-international-inc-and-jonathan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-navigant-international-inc-and-jonathan.html","title":{"rendered":"Employment Agreement &#8211; Navigant International Inc. and Jonathan J. Ledecky"},"content":{"rendered":"<pre>                                                         \/__\/ Employee's Copy\n                                                         \/__\/ Employer's Copy\n\n                                    FORM OF\n\n                          NAVIGANT INTERNATIONAL, INC.\n\n                              EMPLOYMENT AGREEMENT\n\nTo Jonathan J. Ledecky:\n\n    This Agreement establishes the terms of your employment with Navigant \nInternational, Inc., a Delaware corporation (the 'Company'), as of June 10, \n1998. This Agreement is contingent on and subject to the closing of the \ndistribution (the 'Distribution') to the U.S. Office Products Company \n('USOP') stockholders of the Company's stock. If the Distribution does not \nclose by September 30, 1998, this Agreement will have no force or effect.\n\nDuties             You agree to serve as a senior consultant to the Company\n                   providing strategic business advice and high level\n                   acquisition negotiations. In that capacity, you will report\n                   to the Company's senior management and its Board of Directors\n                   (the 'Board'). The Board can require such reports of your\n                   activities on the Company's behalf as it reasonably deems\n                   appropriate. It can require your services to the extent\n                   consistent with your other contractual employment obligations\n                   to Consolidation Capital Corporation ('CCC'), USOP, and the\n                   other subsidiaries ('Other Spincos') of USOP whose common\n                   stock will be distributed to the USOP stockholders concurrent\n                   with the Company's stock, with the specific timing of your\n                   services to be mutually agreed. You agree to comply with the\n                   Company's generally applicable personnel policies to the\n                   extent applicable to a person working on your schedule and\n                   consistent with your obligations in this Agreement.\n\nTerm               The term of this Agreement runs from the day following the\n                   effective date of the Distribution (the 'Closing Date')\n                   through June 30, 2000, unless earlier terminated as provided\n                   in this Agreement.\n\nSalary             You will receive an annual salary of $48,000 from the Closing\n                   Date, payable in accordance with the Company's payroll\n                   policies.\n\nBenefits           You are eligible for participation in the Company's generally\n                   applicable benefit plans and programs (including its 401(k)\n                   Plan) to the extent you satisfy their terms for\n                   participation.\n\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky\n\n\n\n\n\nExpenses           The Company will make available to you, on an as needed and\n                   as mutually agreed basis, office space, secretarial\n                   assistance, and supplies for the direct performance of your\n                   services to the Company. It will pay or reimburse you for\n                   reasonable business expenses relating to the direct\n                   performance of such services, to limits to be mutually agreed\n                   in advance, upon proper and timely substantiation.\n\nOptions            You are receiving options for the Common Stock of the Company\n                   in consideration for services as an employee of the Company.\n\n         Option         Your options will cover 7.5% of the Company's\n                        outstanding common stock determined as of the\n                        Distribution Date (excluding the stock under the\n                        Company's initial public offering), with no\n                        anti-dilution provisions in the event of issuance of\n                        additional shares of common stock (other than with\n                        respect to stock splits or reverse stock splits).\n\n         Term           Your option will expire ten years from the Closing Date.\n\n         Price          Your option will have a per share exercise price equal\n                        to the offering price in the Company's initial public\n                        offering, or if no initial public offering commences \n                        on the Closing Date, at the fair market value of the \n                        Company's common stock, as determined under the \n                        Company's option plan, for the date of grant.\n\n         Schedule       Your option will be fully vested when granted, but may\n                        not be exercised until the first anniversary of the\n                        Closing Date.\n\n                        Your option will become exercisable before that first\n                        anniversary if and to the extent that the Company \n                        accelerates the exercisability of the options for \n                        substantially all management optionholders.\n\n                        All unexercised portions of your options will expire if,\n                        as finally determined by a court, you violate the No\n                        Competition provision.\n\n         Disgorging     If a court finds that you violated the No Competition\n         Option         provision, you agree that your unexercised options are\n         Gain           retroactively forfeited as of the date of the violation\n                        and that, if you have exercised the options since the\n                        violation began, you will promptly pay the Company any\n                        Option Gain, net of any taxes actually paid on the \n                        options. For purposes of this Agreement, the 'Option\n                        Gain' per share you received on exercise of options on\n                        or after the violation is\n\n         Stock          for stock you have sold, the greater of (i) the spread\n         Sold           between closing price on the date of exercise and the\n                        exercise price paid ('Exercise Spread') and (ii) the\n                        spread between the price at which you sold the stock and\n                        the exercise price paid, and\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky       Page 2 of 10\n\n\n\n\n\n         Stock          for stock you have retained, the greater of (i) Exercise\n         Retained       Spread and (ii) the spread between the closing price on\n                        the date of the court's final determination and the\n                        exercise price paid.\n\n                   All unexpired options will vest and be exercisable at your\n                   death.\n\nTermination        The Company can terminate your employment under this\n                   Agreement only for 'cause.' 'Cause' means your (i) conviction\n                   of or guilty or nolo contendere plea to a felony demonstrably\n                   and materially injurious to the Company's business, and\n                   resulting in a sentence of imprisonment, or (ii), as finally\n                   determined by a court, violation of the No Competition\n                   provision as it applies to the Company, provided that the\n                   Company will give you 10 days to resolve the violation before\n                   attempting to invoke this termination provision. For a\n                   termination under (ii), you agree to repay any salary you\n                   received from the Company between the date of the violation\n                   and the date of the court's determination.\n\nSeverance          If your employment ends because you resign or are properly\n                   terminated for cause, you will not receive severance or\n                   termination pay and your salary will end. Except to the\n                   extent the law or the terms of an applicable plan requires\n                   otherwise, neither you nor your beneficiary or estate will\n                   have any rights or claims under this Agreement or otherwise\n                   to receive severance or any other compensation or to\n                   participate in any other plan, arrangement, or benefit, after\n                   your termination of employment, other than with respect to\n                   your options.\n\nNo Competition     Consistent with certain of your prior obligations to USOP,\n                   you will not, until after the end of the Restricted Period,\n                   for any reason whatsoever, directly or indirectly, for\n                   yourself or on behalf of or in conjunction with any other\n                   person, persons, company, partnership, corporation, or\n                   business of whatever nature:\n\n         Competition    (i) engage, as an officer, director, shareholder, owner,\n                        partner, joint venturer, or in a managerial capacity,\n                        whether as an employee, independent contractor,\n                        consultant, or advisor, or as a sales representative, in\n                        any business (other than an Excluded Business, as\n                        defined below) selling any products or services in\n                        direct competition with the Company within 100 miles of\n                        where the Company or where any of the Company's\n                        subsidiaries or affiliates regularly maintains any of\n                        its or their offices with employees (the 'Territory'),\n                        where 'products or services' are determined for this\n                        clause with respect to products or services offered on\n                        or before January 13, 1998 by the Company and\/or any of\n                        its subsidiaries or\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky       Page 3 of 10\n\n\n\n\n\n                        the predecessor companies combined to form the Company\n                        in connection with Distribution and where the geographic\n                        limitation is determined with reference to the Company\n                        and its subsidiaries and not to USOP or the other\n                        Spincos (e.g., competition with respect to the \n                        Company is determined by reference to the location \n                        where the Company or its subsidiary has an office \n                        with employees and not to the locations of offices of \n                        other Spincos);\n\n         Employees      (ii) call upon any person who is, at that time, within\n                        the Territory, an employee of the Company (including the\n                        respective subsidiaries and\/or affiliates thereof) in a\n                        managerial capacity for the purpose or with the intent\n                        of enticing such employee away from or out of the\n                        Company's employ (including the respective subsidiaries\n                        and\/or affiliates thereof) other than a member of your\n                        immediate family; or\n\n         Customers      (iii) call upon any person or entity that is, at that\n                        time, or that has been, within one year prior to that\n                        time, a customer of the Company (including the\n                        respective subsidiaries and\/or affiliates thereof)\n                        within the Territory for the purpose of soliciting or\n                        selling products or services in direct competition with\n                        the Company (including the respective subsidiaries\n                        and\/or affiliates thereof) within the Territory other\n                        than on behalf of an Excluded Business.\n\n                        For purposes of this Agreement, the 'Restricted Period'\n                        ends, on the later of the second anniversary of the\n                        Closing Date and the date one year after you leave\n                        employment with the Company and its subsidiaries and\n                        affiliates.\n\n                        For purposes of this Agreement, the 'Excluded\n                        Businesses' are the following:\n\n\n                             (i) any electrical contracting business that, at \n                             the time of its creation or acquisition and at \n                             all later times, derives more than 50% of its \n                             revenues from electrical contracting and \n                             maintenance services, without regard to whether \n                             it would otherwise violate the No Competition \n                             clause because it is engaged in a business \n                             directly competitive with Aztec Technology \n                             Partners, Inc. or any of its subsidiaries \n                             (together, 'Aztec'), provided that this \n                             exclusion does not permit the business to engage \n                             in any of the lines of business described under \n                             'Consulting and Engineering Services,' 'Systems \n                             and Network Design and Implementation Services,' \n                             and 'Software Development and Implementation \n                             Services' in the Aztec Form S-1 filed on June 3, \n                             1998 (the 'Aztec Specified Businesses') other \n                             than as provided under (ii) or (vi) in the \n                             Excluded Businesses;\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky       Page 4 of 10\n\n\n\n\n\n                             (ii) any business whose revenue from activities \n                             that compete with Aztec and its subsidiaries, at \n                             the time of the business's creation or \n                             acquisition and at all later times, is less than \n                             $15 million per year, provided that this \n                             exclusion does not permit the business to engage \n                             in the Aztec Specified Businesses other than (i) \n                             as provided under (vi) in the Excluded \n                             Businesses or (ii) through the pending CCC \n                             acquisitions of National Network Systems in \n                             Denver, Colorado and of Chamber Electronics \n                             Communications in Phoenix, Arizona \n\n                             (iv) any business engaged, and only to the extent \n                             that it is so engaged, in the business of selling,\n                             supplying, or distributing janitorial or sanitary\n                             products or services;\n\n                             (v) any business engaged, and only to the extent \n                             it is so engaged, in the managing or servicing of \n                             office equipment (other than computers);\n\n                             (vi) any business engaged, and only to the extent \n                             it is so engaged, in providing internet access \n                             services and activities supportive of such \n                             services;\n\n                             (vii) UniCapital Corporation's business as \n                             described in its prospectus as of the date of \n                             this Agreement; and\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky       Page 5 of 10\n\n\n\n\n\n                             (viii) U.S. Marketing Services Inc's ('USM') \n                             shelf-stocking and merchandising, and point of \n                             purchase display creation and incentive \n                             marketing businesses, as described in its \n                             registration statement filed on the date of this \n                             Agreement, so long as you are solely an investor \n                             in USM and not an officer, director, or employee \n                             of, or consultant to, USM; provided, however, \n                             that your service as a director will not violate \n                             the foregoing requirement as long as you cease \n                             to be a director no later than the 90th day \n                             after the effective date of the registration of \n                             USM's initial public offering;\n\n                        provided, that in each case you are engaged in such\n                        business only in a policy making role and not in the\n                        entity's business in a manner that would involve you in\n                        direct personal competition with the Company (and its\n                        subsidiaries), provided further that this proviso does \n                        not prevent your activities in furtherance of \n                        acquisitions of Excluded Businesses, and provided \n                        further that you will comply with your fiduciary \n                        duties as a director of the Company in connection \n                        with the Excluded Businesses.\n\n                   To the extent permitted by your obligations to the relevant\n                   Excluded Business, as an employee and\/or director of the\n                   Company (or its subsidiaries), you will inform the relevant\n                   entity of any opportunities for it associated with any of the\n                   Excluded Businesses.\n\n                   In addition to (and not in lieu of) the restriction contained\n                   in the Employees clause above, you agree that, during the\n                   period that the restrictions contained in this No Competition\n                   provision remain in effect, and so long as you are employed\n                   by, or otherwise affiliated with, CCC, you will not, directly\n                   or indirectly, offer employment with CCC to, or otherwise\n                   allow CCC to employ, any person who\n\n                        is employed by the Company or a subsidiary of the\n                        Company at the time; or\n\n                        was so employed by the Company or a subsidiary of the\n                        Company within one year prior to such time.\n\n                   Notwithstanding the above, the foregoing covenant shall \n                   not be deemed to prohibit you from acquiring capital stock \n                   in CCC or any Excluded Business or serving as an officer, \n                   director or employee or consultant to CCC, or acquiring as \n                   an investment not more than one percent (1%) of the \n                   capital stock of a competing business, whose stock is \n                   traded on a national securities exchange or \n                   over-the-counter, provided that such actions do not \n                   otherwise breach your obligations hereunder; and provided \n                   further that actions of CCC after you have ceased to be a \n                   director, officer, and employee of CCC will not constitute \n                   a breach of this covenant, despite your continued stock \n                   ownership, so long as you are not then directly assisting \n                   any competitive actions.\n\n                   Because of the difficulty of measuring economic losses to the\n                   Company as a result of a breach of the foregoing covenant,\n                   and because of the immediate and irreparable damage that\n                   could be caused to the Company for which it would have no\n                   other adequate remedy, you agree that the Company may enforce\n                   the No Competition provisions by injunctions and restraining\n                   orders.\n\n                   You and the Company agree that you will not be in \n                   violation of the No Competition provisions by virtue of \n                   your investment in or other relationship to USOP, any of \n                   the Spincos, or their respective subsidiaries, even if one \n                   of those entities engages in direct competition with \n                   another. You and the Company agree that CCC's acquisition \n                   or retention of Wilson Electric Company, Inc. ('Wilson') \n                   and Wilson's engaging in any lines of business in place as \n                   of the Closing Date do not violate the No Competition \n                   provision.\n\n                   You and the Company agree that the No Competition provisions\n                   impose a reasonable restraint on you in light of the\n                   Company's activities and\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky       Page 6 of 10\n\n\n\n\n\n                   business (including the Company's subsidiaries and\/or\n                   affiliates) on the date of the execution of this Agreement.\n\n                   The Company agrees to consider reasonably and within two\n                   weeks of receipt any requests you make for a waiver from the\n                   No Competition provisions for a particular acquisition.\n\n                   You and the Company further agree that, if you enter into a\n                   business or pursue other activities not in competition with\n                   the Company (including the Company's subsidiaries), or\n                   similar activities or business in locations the operation of\n                   which, under such circumstances, does not violate the\n                   Competition clause of this No Competition provision, and in\n                   any event such new business, activities, or location is not\n                   in violation of this No Competition provision or of your\n                   obligations under this No Competition provision, if any, you\n                   will not be chargeable with a violation of this provision if\n                   the Company (including the Company's subsidiaries) shall\n                   thereafter enter the same, similar, or a competitive (i)\n                   business, (ii) course of activities, or (iii) location, as\n                   applicable.\n\n                   The covenants in this No Competition provision are severable\n                   and separate, and the unenforceability of any specific\n                   covenant does not affect the provisions of any other\n                   covenant. Moreover, if any court of competent jurisdiction\n                   shall determine that the scope, time, or territorial\n                   restrictions set forth are unreasonable, then it is the\n                   intention of the parties that such restrictions be enforced\n                   to the fullest extent which the court deems reasonable, and\n                   the Agreement shall thereby be reformed.\n\n                   All of the covenants in this No Competition provision shall\n                   be construed as an agreement independent of any other\n                   provision in this Agreement, and the existence of any claim\n                   or cause of action by you against the Company, whether\n                   predicated on this Agreement or otherwise, shall not\n                   constitute a defense to the enforcement by the Company of\n                   such covenants. It is specifically agreed that the Restricted\n                   Period, during which your agreements and covenants made in\n                   this provision shall be effective, is computed by excluding\n                   from such computation any time during which you are in\n                   violation of any provision of the No Competition provision.\n\n                   Notwithstanding any of the foregoing, if any applicable law\n                   reduces the time period during which you are prohibited from\n                   engaging in any competitive activity described in this\n                   provision, you agree that the period for prohibition shall be\n                   the maximum time permitted by law.\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky       Page 7 of 10\n\n\n\n\n\n                   You specifically agree that USOP and the Company have\n                   provided you with sufficient consideration for the\n                   enforcement of the No Competition obligations for the\n                   Restricted Period and for the assumption of such benefits by\n                   the Company. You specifically consent to USOP's assignment to\n                   the Company of the right to enforce the No Competition\n                   provisions of the Amended Ledecky Services Agreement, as\n                   those provisions are incorporated in this Agreement.\n\nOther              The Company acknowledges that you are also employed by CCC,\nEmployment         USOP, and the Other Spincos, and agrees that such dual\n                   employment does not breach this Agreement, unless and to the\n                   extent that you thereby violate the No Competition\n                   provisions.\n\nReturn of          All records, designs, patents, business plans, financial\nCompany            statements, manuals, memoranda, lists and other property\nProperty           delivered to or compiled by you by or on behalf of the\n                   Company (including the respective subsidiaries thereof) or\n                   their representatives, vendors, or customers that pertain to\n                   the business of the Company (including the respective\n                   subsidiaries thereof) shall be and remain the property of the\n                   Company, and be subject at all times to its discretion and\n                   control. Likewise, you will make reasonably available at the\n                   Company's request during business hours all correspondence,\n                   reports, records, acquisition materials, charts, advertising\n                   materials and other similar data pertaining to the business,\n                   activities, or future plans of the Company that you have\n                   collected or obtained.\n\nTrade Secrets      You agree that you will not, during or after the term of this\n                   Agreement with the Company, disclose the specific terms of\n                   the Company's (including the respective subsidiaries thereof)\n                   relationships or agreements with its or their respective\n                   significant vendors or customers or any other significant and\n                   material trade secret of the Company (including the\n                   respective subsidiaries thereof) whether in existence or\n                   proposed, to any person, firm, partnership, corporation or\n                   business for any reason or purpose whatsoever. For CCC or any\n                   other businesses with which you are affiliated or in which\n                   you are a stockholder, you may reach agreement on comparable\n                   terms with significant vendors to the Company, so long as you\n                   do not provide copies of or otherwise disclose the specific\n                   terms of the Company's relationships or agreements.\n\nIndemnification    If you are made a party to any threatened, pending, or\n                   completed action, suit or proceeding, whether civil,\n                   criminal, administrative or investigative (other than an\n                   action by the Company against you), by reason of the fact\n                   that you are or were performing services under this Agreement\n                   then the Company must indemnify you against all expenses\n                   (including attorneys'\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky       Page 8 of 10\n\n\n\n\n\n                   fees), judgments, fines and amounts paid in settlement, as\n                   actually and reasonably incurred by you in connection\n                   therewith to the fullest extent provided by Delaware law and\n                   in accordance with the Company's Bylaws.\n\nNo Prior           You hereby represent and warrant to the Company that your\nAgreements         execution of this Agreement, your services to the Company,\n                   and the performance of your agreements hereunder will not\n                   violate or be a breach of any agreement with a former or\n                   current employer, client, or any other person or entity.\n                   Further, you agree to indemnify the Company for any claim,\n                   including, but not limited to, attorneys' fees and expenses\n                   of investigation, by any such third party that such third\n                   party may now have or may hereafter come to have against the\n                   Company based upon or arising out of any non-competition\n                   agreement, invention, or secrecy agreement between you and\n                   such third party that was in existence as of the date of this\n                   Agreement.\n\nComplete           This Agreement is not a promise of future employment. You\nAgreement          have no oral representations, understandings, or agreements\n                   with the Company or any of its officers, directors, or\n                   representatives covering the same subject matter as this\n                   Agreement. This written Agreement is the final, complete, and\n                   exclusive statement and expression of the agreement between\n                   the Company and you with respect to all the terms of this\n                   Agreement, and it cannot be varied, contradicted, or\n                   supplemented by evidence of any prior or contemporaneous oral\n                   or written agreements. This written Agreement may not be\n                   later modified except by a further writing signed by a duly\n                   authorized officer of the Company and you, and no term of\n                   this Agreement may be waived except by writing signed by the\n                   party waiving the benefit of such term.\n\nNotice             Whenever any notice is required hereunder, it shall be given\n                   in writing addressed as follows:\n\n                   To the Company: Navigant International, Inc.\n                                   Attention:  Chief Executive Officer\n                                   84 Inverness Circle East\n                                   Englewood, Colorado 80112\n\n                   To Employee:    Jonathan J. Ledecky\n                                   1400 34th St.,  N.W.\n                                   Washington, D.C.  20007\n\n                   Notice shall be deemed given and effective three days after\n                   the deposit in the U.S. mail of a writing addressed as above\n                   and sent first class mail, certified, return receipt\n                   requested, or when actually received. Either party\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky       Page 9 of 10\n\n\n\n\n\n                   may change the address for notice by notifying the other\n                   party of such change in accordance with this Notice\n                   provision.\n\nSeverability       If any portion of this Agreement is held invalid or\n                   inoperative, the other portions of this Agreement shall be\n                   deemed valid and operative and, so far as is reasonable and\n                   possible, effect shall be given to the intent manifested by\n                   the portion held invalid or inoperative. This severability\n                   provision shall be in addition to, and not in place of, the\n                   comparable provisions in the No Competition provision.\n\nGoverning          Law This Agreement shall in all respects be construed\n                   according to the laws of the State of Delaware, other than\n                   those relating to conflicts of laws. Any decision as to\n                   breaches of this Agreement or any provision herein shall be\n                   made pursuant to a final, nonappealable decision of a court.\n\nBinding Effect     This Agreement binds and benefits the Company, each of its\nand Assignment     successors or assigns, and your heirs and the personal\n                   representatives of your estate. Without the Company's prior\n                   written consent, you may not assign or delegate this\n                   Agreement or any or all rights, duties, obligations, or\n                   interests under it.\n\nSuperseding        Contingent upon the Closing and effective only in that event,\nEffect             this Agreement supersedes any prior oral or written\n                   employment or severance agreements between you and the\n                   Company (specifically excluding your options to purchase\n                   Company stock). Except as set forth above, this Agreement\n                   supersedes all prior or contemporaneous negotiations,\n                   commitments, agreements, and writings with respect to the\n                   subject matter of this Agreement. All such other\n                   negotiations, commitments, agreements, and writings will have\n                   no further force or effect; and the parties to any such other\n                   negotiation, commitment, agreement, or writing will have no\n                   further rights or obligations thereunder.\n\nNegotiated         You agree that you have consulted with counsel of your own\nAgreement          selection and have negotiated the terms of this Agreement\n                   with the Company. You and the Company agree that this\n                   Agreement should not be construed against either party as the\n                   'drafter.'\n\n                         NAVIGANT INTERNATIONAL, INC.\n\nDate:                    By:\n    --------------------    -----------------------------------\n                            \n\n\nEmployment Agreement between Navigant and Jonathan J. Ledecky      Page 10 of 10\n\n\n\n\n\nI agree to and accept these terms, specifically including the assignment of the\nNo Competition provision.\n\nDate: \n    --------------------    -----------------------------------\n                            Jonathan J. Ledecky\n\n\n\nEmployment Agreement between Navigant and Jonathan J. 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