and retain in the strictest confidence all
confidential matters which relate to the Company or any affiliate of the
Company, including, without limitation, customer lists, client lists, trade
secrets, pricing policies and other business affairs of the Company and any
affiliate of the Company learned by him from the Company or any such affiliate
or otherwise before or after the date of this Agreement, and not to disclose any
such confidential matter to anyone outside the Company, or any of its
affiliates, whether during or after his period of service with the Company,
except as may be required in the course of a legal or governmental proceeding.
Upon request by the Company, the Employee agrees to deliver promptly to the
Company upon termination of his services for the Company, or at any time
thereafter as the Company may request, all Company or affiliate memoranda,
notes, records, reports, manuals, drawings, designs, computer files in any media
and other documents (and all copies thereof) relating to the Company's or any
affiliate's business and all property of the Company or any affiliate associated
therewith, which he may then possess or have under his control.
9.
REMEDY.
(A)
SHOULD THE EMPLOYEE ENGAGE IN OR PERFORM, EITHER DIRECTLY OR
INDIRECTLY, ANY OF THE ACTS PROHIBITED BY SECTIONS 7 OR 8 HEREOF, IT IS AGREED
THAT ANY AND ALL SEVERANCE PAYMENTS AND RELATED BENEFITS HEREUNDER SHALL
IMMEDIATELY TERMINATE AND THE COMPANY WILL ALSO BE ENTITLED TO FULL INJUNCTIVE
RELIEF, TO BE ISSUED BY ANY COMPETENT COURT OF EQUITY, ENJOINING AND RESTRAINING
THE EMPLOYEE AND EACH AND EVERY OTHER PERSON, FIRM, ORGANIZATION, ASSOCIATION,
OR CORPORATION CONCERNED THEREIN, FROM THE CONTINUANCE OF SUCH VIOLATIVE ACTS.
THE FOREGOING REMEDIES AVAILABLE TO THE COMPANY WILL NOT BE DEEMED TO LIMIT OR
PREVENT THE EXERCISE BY THE COMPANY OF ANY OR ALL FURTHER RIGHTS AND REMEDIES
WHICH MAY BE AVAILABLE TO THE COMPANY HEREUNDER OR AT LAW OR IN EQUITY.
(B)
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE COVENANTS
CONTAINED IN THIS AGREEMENT ARE FAIR AND REASONABLE IN LIGHT OF THE
CONSIDERATION PAID HEREUNDER, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY
PARTICULAR PROVISION, OR PART OF ANY PROVISION, OF THIS AGREEMENT WILL NOT
AFFECT THE OTHER PROVISIONS OR PARTS HEREOF.
IF ANY PROVISION HEREOF IS
DETERMINED TO BE INVALID OR UNENFORCEABLE AND IF ANY SUCH PROVISION WILL BE SO
DETERMINED TO BE INVALID OR UNENFORCEABLE BY REASON OF THE DURATION OR
GEOGRAPHICAL SCOPE OF THE COVENANTS CONTAINED THEREIN, SUCH DURATION OR
GEOGRAPHICAL SCOPE, OR BOTH, WILL BE REDUCED TO A DURATION OR GEOGRAPHICAL SCOPE
SOLELY TO THE EXTENT NECESSARY TO CURE SUCH INVALIDITY.
10.
MISCELLANEOUS.
(A)
SUCCESSORS; BINDING AGREEMENT.
THIS AGREEMENT AND THE
OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT AND ALL RIGHTS OF THE EXECUTIVE
UNDER THIS AGREEMENT SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS; PROVIDED,
HOWEVER, THAT THE DUTIES OF THE EXECUTIVE UNDER THIS AGREEMENT ARE PERSONAL TO
THE EXECUTIVE AND MAY NOT BE DELEGATED OR ASSIGNED BY