6. No Conflicts. Consultant represents and warrants that (a) Consultant is not boundby, and will not enter into, any oral or written agreement with another party that conflicts in anyway with Consultant’s obligations under this Agreement; and (b) Consultant’s agreement andperformance under this Agreement do not require consent or approval of any person that has notalready been obtained.7. Restrictive Covenants. Consultant acknowledges that (a) Consultant’s consultancyduties will bring Consultant in close contact with certain confidential affairs and trade secretsof the Company, its subsidiaries and affiliates (collectively, the “ARC Group”) not readilyavailable to the public; (b) the agreements and covenants of Consultant contained in Sections 7(a)and (b) below are essential to the goodwill and business of the ARC Group; and (c) the Companywould not have entered into this Agreement but for the agreements and covenants of Consultantcontained in such sections. Accordingly, as an inducement for the Company to enter into thisAgreement, Consultant agrees that:(a) Confidential Information. During the Consulting Period and thereafter, Consultantshall continue to keep secret and retain in strictest confidence, and shall not use for its benefitor the benefit of others, except in connection with the business and affairs of the ARC Group, allconfidential information or trade secrets of the ARC Group including, without limitation,information with respect to (i) potential acquisitions, (ii) sales figures, (iii) profit or lossfigures, and (iv) customers, clients, suppliers, sources of supply and customer lists(collectively, “Confidential Information”) and shall not disclose the Confidential Information toanyone outside of the ARC Group except with the express written consent of the Company and exceptfor Confidential Information which is at the time of receipt or thereafter becomes publicly knownthrough no wrongful act of Consultant. Consultant shall deliver to the Company upon thetermination of its consultancy or at any other time the Company may request, all memoranda, notes,plans, records, reports, computer discs, software and other documents and data in any tangiblemedia (and copies thereof) relating to the Confidential Information, Work Product (as definedbelow) or the business of the ARC Group which Consultant was provided during the Consulting Periodand which Consultant may then possess or have under its control.(b) Work Product. All inventions, innovations, improvements, developments, methods,which relate to the ARC Group’s actual or anticipated business, research and development orexisting or future products or services and which are conceived, developed or made by Consultantwhile a consultant to the Company (collectively, “Work Product”) belong to the Company. Consultantshall promptly disclose such Work Product to the Company and perform all actions requested by theCompany (whether during or after the term) to establish and confirm such ownership (including,without limitation, assignments, consents, powers of attorney and other instruments). Consultantacknowledges and agrees that upon expiration or termination of this Agreement, or at the request ofthe Company from time to time, Consultant shall deliver all Work Product in its possession to theCompany.Consultant agrees that the covenants contained in this Section 7 are necessary and reasonablein order to protect the Company in the conduct of its businessand protect the Company’s goodwill, and are entered into in consideration for the Company enteringinto and performing under this Agreement.
 
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The Company and Consultant intend that each of the above restrictions in this Section 7 is tobe completely severable and independent of each other, and any invalidity or unenforceability ofany one or more of such restrictions shall not render invalid or unenforceable any one or more ofthe other restrictions.8. Injunctive Relief. Consultant specifically recognizes that any breach of Section 7will cause irreparable injury to the Company and that actual damages may be difficult to ascertain,and in any event, may be inadequate. Accordingly (and without limiting the availability of legalor equitable, including injunctive, remedies under any other provisions of this Agreement),Consultant agrees that in the event of any such breach, the Company shall be entitled to injunctiverelief in addition to such other legal and equitable remedies that may be available.9. Survival. Consultant agrees that the provisions in Section 7 will survive thetermination or expiration of this Agreement.10. Modification. In the event that any covenant set forth in Section 7 is deemedvoid or unenforceable by a court for any reason, it is the parties’ intent that the court willmodify the covenant so as to make it valid and enforceable.11. Assignability of Agreement. The rights and duties of the parties hereunder shallnot be assignable, except that the Company may assign this Agreement and all rights and obligationshereunder to any corporation or other business entity which succeeds to all or substantially all ofthe business of the Company through merger, consolidation, corporate reorganization or byacquisition of all or substantially all of the assets of the Company provided that the corporationor other business entity assumes the obligations of the Company hereunder; provided, further,however, that such assignment shall not relieve the Company of its obligations hereunder.12. Integration. This Agreement contains the entire agreement between the parties andsupersedes all prior oral and written agreements, understandings, commitments and practices betweenthe parties, including any prior employment agreements, whether or not fully performed before thedate of this Agreement; provided, however, that the post-employment covenants contained in theConsultant’s Employment Agreement with the Company which has now terminated shall remain in effectto the extent they are consistent with and not superseded by this Agreement such that in the eventof any conflict the terms of this Agreement will prevail. No amendments to this Agreement may bemade except by a writing signed by both parties.13. Litigation. In the event legal action is brought to enforce any of the provisionsof this Agreement or for any breach thereof, reasonable attorneys’ fees shall be awarded to theprevailing party or parties in said action.
 
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14. Notices. All notices, requests, demands, claims, and other communicationshereunder will be in writing. Any notice, request, demand, claim, or other communication hereundershall be deemed duly given if (and then two (2) business days thereafter) it is sent by registeredor certified mail, return receipt requested, postage prepaid, and addressed to the intendedrecipient as set forth below:   If to Consultant: Sathiyamurthy Chandramohan  1946 Lamp Post Lane  La Canada, CA 91011   If to the Company: American Reprographics Company  700 North Central Avenue, Suite 550  Glendale, CA 91203  Attn: Jonathan R. MatherAny party may send any notice, request, demand, claim, or other communication hereunder to theintended recipient at the address set forth above using any other means (including personaldelivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), butno such notice, request, demand, claim, or other communication shall be deemed to have been dulygiven unless and until it actually is received by the intended recipient. Any party may change theaddress to which notices, requests, demands, claims, and other communications hereunder are to bedelivered by giving the other party notice in the manner herein set forth.15. Controlling Law. This Agreement is entered into in the State of California andshall be interpreted and governed by the laws of the State of California, without regard to itsconflict of law provisions.16. Successors. Subject to Section 11 hereof, this Agreement shall be binding on andshall inure to the benefit of the parties to it and their respective successors and assigns.17. Severability. If a court of competent jurisdiction finds any provision in thisAgreement to be invalid, such invalidity shall not affect the remainder of the Agreement. Theinvalid provision shall be deemed severed therefrom and the remainder of the Agreement shall remainenforceable in accordance with its terms and of full force and effect.18. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original, but all of which together will constitute one and the sameinstrument.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.**COMPANY**:**AMERICAN REPROGRAPHICS COMPANY,**