Each party represents and warrants that this Agreement has been duly authorized, executed and delivered by such party, and is a valid and binding obligation of such party, enforceable in accordance with its terms. Each of the Company and the Executive represent that they have been  represented  by  counsel  in connection with this Agreement,  and  that this Agreement is the joint drafting product of both parties and should  not  be  construed against either party  as   drafter.