This excerpt taken from the PRVT 8-K filed Dec 23, 2009.
Part 7 Miscellaneous.
7.1 Notices. All written notices, demands and requests of any kind which either Party may be required or may desire to serve upon the other Party hereto in connection with this Agreement shall be delivered only by courier or other means of personal service which provides written verification of receipt or by registered or certified mail return receipt requested, or by facsimile; provided that the facsimile is promptly followed by delivery of a hard copy of such notice which provides written verification or receipt (each, a Notice). Any such Notice delivered by registered or certified mail shall be deposited in the United States or Canada mail
with postage thereon fully prepaid, or if by courier then deposited prepaid with the courier. All Notices shall be addressed to the Parties to be served as follows:
If to the Company:
c/o Private Media Group, Inc.
Calle de la Marina 14-16
Floor 18, Suite D
08005 Barcelona, Spain
Attention: Chief Financial Officer
If to Employee:
c/o Entruphema Inc.
229 Yonge Street, Suite 408
Toronto Ontario Canada M5B 1N9
7.2 Entire Agreement. This Agreement (including the documents referred to herein) and the Acquisition Agreement constitute the entire agreement between the parties and at the Effective Time will supersede any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof (including, without limitation, any severance, notice, and/or equity award agreements between Employee and the Company), excluding any acknowledgments or covenants that Employee entered into relating to the assignment of inventions to the Company or the use or disclosure of the Companys confidential or trade secret information.
7.3 Assignment, Successors. This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided that the Company may assign its rights under this Agreement either to an Affiliate or in connection with a merger, amalgamation, consolidation, transfer, or sale of all or substantially all of the assets of the Company with or to any other individual or entity, in which event this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
7.4 Governing Law and Venue. This Agreement will be governed solely by laws and regulations of the province of Ontario and the federal laws and regulations of Canada applicable therein.
7.5 Waiver; Modification. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.
7.6 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
7.7 Specific Performance. Employee acknowledges and agrees that the Companys remedies at law for a breach or threatened breach of any of the provisions of Part 5 hereof would be inadequate and, in recognition of this fact, Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available without the need to post any security or bond.
7.8 Contingent Offer. Notwithstanding any provision of this Agreement to the contrary, the terms of this Agreement, including Employees acceptance, are contingent upon the occurrence of the Closing and become effective at the Effective Time. In the event that the Acquisition Agreement is terminated or if for any other reason the Closing does not occur, this Agreement shall be null and void and shall have no further effect and all prior agreements between Employee and the Company relating to Employees employment shall remain in full force and effect.
7.9 Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile copy shall have the same legal effect as the original.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date above written.