Common use of Entire Agreement; Modification; Waiver; Construction Generally Clause in Contracts

Entire Agreement; Modification; Waiver; Construction Generally. This Agreement constitutes the entire agreement between Employer and Employee relating to Employee’s employment with Employer, and supersedes all previous agreements, whether oral or written. No provision of this Agreement shall be construed strictly against any party, including, without limitation, the drafter. Neither this Agreement nor any provision may be amended, waived or modified in any way other than by a writing executed by the party against whom such amendment, waiver or modification would be enforced. No failure to exercise, and no delay in exercising with respect to any right shall operate as a waiver. A waiver by any party of a breach of any provision shall not be deemed a waiver of any later breach. The exercise of any right or remedy by either party (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. The headings or titles of the several paragraphs of this Agreement are inserted solely for convenience and shall not be used in the construction of any provision of this Agreement. Words in the singular shall include the plural, and vice versa. All references to the masculine or feminine shall mean all genders. Each of the parties has set forth Employee’s, Employer’s or its signature as of the date first set forth above. EMPLOYER: Genius Products, Inc., a Delaware corporation By: ______________________________ Print Name: ________________________ Its: (title) __________________________ EMPLOYEE: By: _____________________________ _________________________________ Print Name: ________________________ EXHIBIT C TERMINATION CERTIFICATE This is to certify that undersigned does not have in the undersigned’s possession, nor has undersigned failed to return, any customer information, records, files, programs, documents, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports, proposals, or copies of them, or other documents or materials, equipment, or other property or asset belonging to Genius Products, Inc. (“Employer”), its successors and assigns. Undersigned further certify that undersigned has fully complied with and will continue to comply with all the terms of the Employment Agreement dated as of October 11, 2005 between Employer and the undersigned (the “Agreement"). Undersigned further agree that, in compliance with the Agreement, undersigned will preserve as confidential all any trade secrets, confidential information, knowledge, data or other information of Employer relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matters pertaining to any business of Employer or any of its clients, customers, Employees, licensees or affiliates, that Employee produced, obtained or otherwise acquired or became aware of during the course of Employee’s engagement under the Agreement. EMPLOYEE: _______________________________ Xxxxxxx Xxxxxxxx Date: __________________________ EXHIBIT A [Form Stock Option Agreement] EXHIBIT B [Stock Option Plan] EXHIBIT D SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Severance Agreement and General Release of All Claims (“Agreement”) is entered into between ____________________ (“Employee”) and Genius Products, Inc. and all related holding, parent or subsidiary entities and their affiliates, directors, officers, representatives, agents, principals, partners and employees, stockholders, predecessors and successors and/or assigns, insurers, and attorneys (all collectively referred to as “Genius” or “Employer”).

Entire Agreement; Modification; Waiver; Construction Generally. This Agreement constitutes the entire agreement between Employer and Employee relating to Employee’s employment with Employer, and supersedes all previous agreements, whether oral or written. No provision of this Agreement shall be construed strictly against any party, including, without limitation, the drafter. Neither this Agreement nor any provision may be amended, waived or modified in any way other than by a writing executed by the party against whom such amendment, waiver or modification would be enforced. No failure to exercise, and no delay in exercising with respect to any right shall operate as a waiver. A waiver by any party of a breach of any provision shall not be deemed a waiver of any later breach. The exercise of any right or remedy by either party (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. The headings or titles of the several paragraphs of this Agreement are inserted solely for convenience and shall not be used in the construction of any provision of this Agreement. Words in the singular shall include the plural, and vice versa. All references to the masculine or feminine shall mean all genders. Each of the parties has set forth Employee’s, Employer’s or its signature as of the date first set forth above. EMPLOYER: Genius Products, Inc., a Delaware corporation By: ______________________________ /s/ Xxxxxx Xxxxxxxxxx Print Name: ________________________ Xxxxxx Xxxxxxxxxx Its: (title) __________________________ President EMPLOYEE: By: _____________________________ _________________________________ /s/ Xxxxx Xxxxx Print Name: ________________________ Xxxxx Xxxxx EXHIBIT C TERMINATION CERTIFICATE This is to certify that undersigned does not have in the undersigned’s possession, nor has undersigned failed to return, any customer information, records, files, programs, documents, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports, proposals, or copies of them, or other documents or materials, equipment, or other property or asset belonging to Genius Products, Inc. (“Employer”), its successors and assigns. Undersigned further certify that undersigned has fully complied with and will continue to comply with all the terms of the Employment Agreement dated as of October 11January 2, 2005 2006 between Employer and the undersigned (the “Agreement"). Undersigned further agree that, in compliance with the Agreement, undersigned will preserve as confidential all any trade secrets, confidential information, knowledge, data or other information of Employer relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matters pertaining to any business of Employer or any of its clients, customers, Employees, licensees or affiliates, that Employee produced, obtained or otherwise acquired or became aware of during the course of Employee’s engagement under the Agreement. EMPLOYEE: _______________________________ Xxxxxxx Xxxxxxxx Xxxxx Xxxxx Date: __________________________ EXHIBIT A [Form Stock Option Agreement] 7 EXHIBIT B [Stock Option Plan] 8 EXHIBIT D SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Severance Agreement and General Release of All Claims (“Agreement”) is entered into between ____________________ (“Employee”) and Genius Products, Inc. and all related holding, parent or subsidiary entities and their affiliates, directors, officers, representatives, agents, principals, partners and employees, stockholders, predecessors and successors and/or assigns, insurers, and attorneys (all collectively referred to as “Genius” or “Employer”).

Entire Agreement; Modification; Waiver; Construction Generally. This Agreement constitutes the entire agreement between Employer and Employee relating to Employee’s employment with Employeremployment, and supersedes all previous agreements, whether oral or written. No provision of this Agreement shall be construed strictly against any party, including, without limitation, the drafter. Neither this Agreement nor any provision hereof may be amended, waived or modified in any way other than by a writing executed by the party against whom such amendment, waiver or modification would be enforced. No failure to exercise, and no delay in exercising with respect to any right shall operate as a waiver. A waiver by any party of a breach of any provision shall not be deemed a waiver of any later breach. The exercise of any right or remedy by either party (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. The headings or titles of the several paragraphs of this Agreement are inserted solely for convenience and shall not be used in the construction of any provision of this Agreement. Words in the singular shall include the plural, and vice versa. All references to the masculine or feminine shall mean all genders. Each of the parties has set forth Employee’s, Employer’s or its signature as of the date first set forth above. EMPLOYER: Genius Products, Inc., a Delaware corporation By: ______________________________ Print Name: ________________________ Its: (title) __________________________ EMPLOYEE: By: _____________________________ _________________________________ Print Name: ________________________ EXHIBIT C TERMINATION CERTIFICATE This is to certify that undersigned does not have in the undersigned’s possession, nor has undersigned failed to return, any customer information, records, files, programs, documents, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports, proposals, or copies of them, or other documents or materials, equipment, or other property or asset belonging to Genius Products, Inc. (“Employer”), its successors and assigns. Undersigned further certify that undersigned has fully complied with and will continue to comply with all the terms of the Employment Agreement dated as of October 11, 2005 between Employer and the undersigned (the “Agreement"). Undersigned further agree that, in compliance with the Agreement, undersigned will preserve as confidential all any trade secrets, confidential information, knowledge, data or other information of Employer relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matters pertaining to any business of Employer or any of its clients, customers, Employees, licensees or affiliates, that Employee produced, obtained or otherwise acquired or became aware of during the course of Employee’s engagement under the Agreement. EMPLOYEE: _______________________________ Xxxxxxx Xxxxxxxx Date: __________________________ EXHIBIT A [Form Stock Option Agreement] EXHIBIT B [Stock Option Plan] EXHIBIT D SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Severance Agreement and General Release of All Claims (“Agreement”) is entered into between ____________________ (“Employee”) and Genius Products, Inc. and all related holding, parent or subsidiary entities and their affiliates, directors, officers, representatives, agents, principals, partners and employees, stockholders, predecessors and successors and/or assigns, insurers, and attorneys (all collectively referred to as “Genius” or “Employer”).C

Entire Agreement; Modification; Waiver; Construction Generally. This Agreement constitutes the entire agreement between Employer and Employee relating to Employee’s employment with Employer, and supersedes all previous agreements, whether oral or written. No provision of this Agreement shall be construed strictly against any party, including, without limitation, the drafter. Neither this Agreement nor any provision may be amended, waived or modified in any way other than by a writing executed by the party against whom such amendment, waiver or modification would be enforced. No failure to exercise, and no delay in exercising with respect to any right shall operate as a waiver. A waiver by any party of a breach of any provision shall not be deemed a waiver of any later breach. The exercise of any right or remedy by either party (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. The headings or titles of the several paragraphs of this Agreement are inserted solely for convenience and shall not be used in the construction of any provision of this Agreement. Words in the singular shall include the plural, and vice versa. All references to the masculine or feminine shall mean all genders. Each of the parties has set forth Employee’s, Employer’s or its signature as of the date first set forth above. EMPLOYER: Genius Products, Inc., a Delaware corporation By: ______________________________ /s/ Xxxxxx Xxxxxxxxxx Print Name: ________________________ Xxxxxx Xxxxxxxxxx Its: (title) __________________________ President EMPLOYEE: By: _____________________________ _________________________________ /s/ Xxxxxx Xxxxxxxxxxx Print Name: ________________________ Xxxxxx Xxxxxxxxxxx EXHIBIT C TERMINATION CERTIFICATE This is to certify that undersigned does not have in the undersigned’s possession, nor has undersigned failed to return, any customer information, records, files, programs, documents, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports, proposals, or copies of them, or other documents or materials, equipment, or other property or asset belonging to Genius Products, Inc. (“Employer”), its successors and assigns. Undersigned further certify that undersigned has fully complied with and will continue to comply with all the terms of the Employment Agreement dated as of October 11November __, 2005 between Employer and the undersigned (the “Agreement"). Undersigned further agree that, in compliance with the Agreement, undersigned will preserve as confidential all any trade secrets, confidential information, knowledge, data or other information of Employer relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matters pertaining to any business of Employer or any of its clients, customers, Employees, licensees or affiliates, that Employee produced, obtained or otherwise acquired or became aware of during the course of Employee’s engagement under the Agreement. EMPLOYEE: _______________________________ Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx Date: __________________________ EXHIBIT A [Form Stock Option Agreement] 7 EXHIBIT B [Stock Option Plan] EXHIBIT D SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Severance Agreement and General Release of All Claims (“Agreement”) is entered into between ____________________ (“Employee”) and Genius Products, Inc. and all related holding, parent or subsidiary entities and their affiliates, directors, officers, representatives, agents, principals, partners and employees, stockholders, predecessors and successors and/or assigns, insurers, and attorneys (all collectively referred to as “Genius” or “Employer”).