ACTION OR PROCEEDING TO ENFORCE
ANY OF THE PROVISIONS OF THIS AGREEMENT, ASSERT THE CLAIM OR DEFENSE THAT SUCH
AN ADEQUATE REMEDY AT LAW EXISTS.
IN THE EVENT OF ANY BREACH BY CONSULTANT OF
THE RESTRICTIVE COVENANTS, THE COMPANY WILL BE ENTITLED TO INJUNCTIVE OR OTHER
SIMILAR EQUITABLE RELIEF IN ANY COURT, WITHOUT ANY REQUIREMENT THAT A BOND OR
OTHER SECURITY BE POSTED, AND THIS AGREEMENT WILL NOT IN ANY WAY LIMIT REMEDIES
OF LAW OR IN EQUITY OTHERWISE AVAILABLE TO THE COMPANY.
9.3.2.
JUDICIAL MODIFICATION.
IF ANY COURT DETERMINES THAT ANY OF THE
RESTRICTIVE COVENANTS, OR ANY PART THEREOF, IS UNENFORCEABLE BECAUSE OF THE
DURATION OR GEOGRAPHICAL SCOPE OF SUCH PROVISION, SUCH COURT WILL HAVE THE POWER
TO MODIFY SUCH PROVISION AND, IN ITS MODIFIED FORM, SUCH PROVISION WILL THEN BE
ENFORCEABLE.
9.3.3.
ACCOUNTING.
IF CONSULTANT BREACHES ANY OF THE RESTRICTIVE
COVENANTS, THE COMPANY WILL HAVE THE RIGHT AND REMEDY TO REQUIRE CONSULTANT TO
ACCOUNT FOR AND PAY OVER TO THE COMPANY ALL COMPENSATION, PROFITS, MONIES,
ACCRUALS, INCREMENTS OR OTHER BENEFITS DERIVED OR RECEIVED BY CONSULTANT AS THE
RESULT OF SUCH BREACH.
THIS RIGHT AND REMEDY WILL BE IN ADDITION TO, AND NOT IN
LIEU OF, ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO THE COMPANY UNDER LAW OR IN
EQUITY.
9.3.4.
ENFORCEABILITY.
IF ANY COURT HOLDS THE RESTRICTIVE COVENANTS
UNENFORCEABLE BY REASON OF THEIR BREADTH OR SCOPE OR OTHERWISE, IT IS THE
INTENTION OF THE PARTIES HERETO THAT SUCH DETERMINATION NOT BAR OR IN ANY WAY
AFFECT THE RIGHT OF THE COMPANY TO THE RELIEF PROVIDED ABOVE IN THE COURTS OF
ANY OTHER JURISDICTION WITHIN THE GEOGRAPHIC SCOPE OF THE RESTRICTIVE COVENANTS.
3
9.3.5.
DISCLOSURE OF RESTRICTIVE COVENANTS.
CONSULTANT AGREES TO DISCLOSE
THE EXISTENCE AND TERMS OF THE RESTRICTIVE COVENANTS TO ANY PERSON THAT
CONSULTANT MAY PERFORM SERVICES FOR DURING THE ONE YEAR PERIOD FOLLOWING THE
TERMINATION OF HIS ENGAGEMENT WITH THE COMPANY.
9.3.6.
EXTENSION OF RESTRICTED PERIOD.
IF CONSULTANT BREACHES SECTION 9.1,
THE RESTRICTIONS CONTAINED IN THAT SECTION WILL BE EXTENDED FOR A PERIOD EQUAL
TO THE PERIOD THAT CONSULTANT WAS IN BREACH.
9.3.7.
APPLICATION FOLLOWING TERMINATION.
THE RESTRICTIVE COVENANTS WILL
CONTINUE TO APPLY FOLLOWING ANY TERMINATION OF CONSULTANT'S ENGAGEMENT WITHOUT
REGARD TO THE REASON FOR THAT TERMINATION AND WITHOUT REGARD TO WHETHER THAT
TERMINATION WAS INITIATED BY CONSULTANT OR THE COMPANY.
10.
MISCELLANEOUS.
10.1.
OTHER AGREEMENTS.
CONSULTANT REPRESENTS AND WARRANTS TO THE
COMPANY THAT THERE ARE NO RESTRICTIONS, AGREEMENTS OR UNDERSTANDINGS WHATSOEVER
TO WHICH HE IS A PARTY THAT WOULD PREVENT OR MAKE UNLAWFUL HIS EXECUTION OF THIS
AGREEMENT, THAT WOULD BE INCONSISTENT OR IN CONFLICT WITH THIS AGREEMENT OR
CONSULTANT'S OBLIGATIONS HEREUNDER, OR THAT WOULD OTHERWISE PREVENT, LIMIT OR
IMPAIR THE PERFORMANCE BY CONSULTANT OF SERVICES FOR THE COMPANY.
10.2.
SUCCESSORS AND ASSIGNS.
THE COMPANY MAY ASSIGN THIS AGREEMENT TO
ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF ITS ASSETS AND BUSINESS BY MEANS OF
LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, TRANSFER OF ASSETS, SALE OF
STOCK OR OTHERWISE.
THE DUTIES OF CONSULTANT HEREUNDER ARE PERSONAL TO