You understand that this Agreement (together with the Omnibus Waiver and Release Agreement executed by you on or prior to the date hereof (the “ Non-Compete Release Agreement ”)) constitutes the complete understanding between the Company and you, and, supersedes any and all agreements, understandings, and discussions, whether written or oral, between you and any of the Company Entities, and provided that (a) if there is a conflict between this Agreement and the Employment Agreement, the terms of this Agreement shall govern, and (b) the Employee Confidentiality and Non-Competition Agreement between the Employee and Company shall continue in full force and effect except as modified by the overlapping provisions herein, and (c) in the event of any conflict between this Agreement, the Non-Compete Release Agreement and the Employee Confidentiality and Non-Competition Agreement, then the terms of the Non-Compete Release Agreement shall govern. Furthermore, no modifications shall be made to this Agreement, unless such modification is made in writing and signed by both the Company and you.