EMPLOYMENT HEREUNDER, OR
USE IN CONNECTION WITH SUCH EMPLOYMENT, ANY TRADE SECRET, CONFIDENTIAL OR
PROPRIETARY INFORMATION OF ANOTHER, OR COMPUTER SOFTWARE, EXCEPT FOR SOFTWARE
THAT HE HAS A RIGHT TO USE FOR THE PURPOSE FOR WHICH IT SHALL BE USED, IN HIS
EMPLOYMENT HEREUNDER.
9.03.
INJUNCTIVE RELIEF.
EXECUTIVE ACKNOWLEDGES THAT A BREACH OR
THREATENED BREACH OF ANY OF THE TERMS SET FORTH IN THIS SECTION 9 SHALL RESULT
IN AN IRREPARABLE AND CONTINUING HARM TO THE COMPANY FOR WHICH THERE SHALL BE NO
ADEQUATE REMEDY AT LAW.
THE COMPANY SHALL, WITHOUT POSTING A BOND, BE ENTITLED
TO OBTAIN INJUNCTIVE AND OTHER EQUITABLE RELIEF, IN ADDITION TO ANY OTHER
REMEDIES AVAILABLE TO THE COMPANY.
9.04.
ESSENTIAL AND INDEPENDENT AGREEMENTS.
IT IS UNDERSTOOD BY THE
PARTIES HERETO THAT EXECUTIVE'S OBLIGATIONS AND THE RESTRICTIONS AND REMEDIES
SET FORTH IN THIS SECTION 9 ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT
BUT FOR HIS AGREEMENT TO COMPLY WITH AND/OR AGREE TO SUCH OBLIGATIONS,
RESTRICTIONS AND REMEDIES, THE COMPANY WOULD NOT HAVE ENTERED INTO THIS
AGREEMENT OR EMPLOYED HIM.
EXECUTIVE'S OBLIGATIONS AND THE RESTRICTIONS AND
REMEDIES SET
FORTH IN THIS SECTION 9 ARE INDEPENDENT AGREEMENTS AND THE EXISTENCE OF ANY
CLAIM OR CLAIMS BY HIM AGAINST THE COMPANY UNDER THIS AGREEMENT OR OTHERWISE
WILL NOT EXCUSE HIS BREACH OF ANY OF HIS OBLIGATIONS OR AFFECT THE RESTRICTIONS
AND REMEDIES SET FORTH UNDER THIS SECTION 9.
9.05.
SURVIVAL OF TERMS; REPRESENTATIONS.
OBLIGATIONS UNDER THIS SECTION
9 HEREOF SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE TERMINATION
OF EXECUTIVE'S EMPLOYMENT.
EXECUTIVE ACKNOWLEDGES THAT HE IS SOPHISTICATED IN
BUSINESS, AND THAT THE RESTRICTIONS AND REMEDIES SET FORTH IN THIS SECTION 9 DO
NOT CREATE AN UNDUE HARDSHIP ON HIM AND WILL NOT PREVENT HIM FROM EARNING A
LIVELIHOOD.
HE FURTHER ACKNOWLEDGES THAT HE HAS HAD A SUFFICIENT PERIOD OF TIME
WITHIN WHICH TO REVIEW THIS AGREEMENT, INCLUDING THIS SECTION 9, WITH AN
ATTORNEY OF HIS CHOICE AND HE HAS DONE SO TO THE EXTENT HE DESIRED.
EXECUTIVE
AND THE COMPANY AGREE THAT THE RESTRICTIONS AND REMEDIES CONTAINED IN THIS
SECTION 9 ARE REASONABLE AND NECESSARY TO PROTECT THE COMPANY'S LEGITIMATE
BUSINESS INTERESTS REGARDLESS OF THE REASON FOR OR CIRCUMSTANCES GIVING RISE TO
SUCH TERMINATION AND THAT HE AND THE COMPANY INTEND THAT SUCH RESTRICTIONS AND
REMEDIES SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
EXECUTIVE AGREES THAT GIVEN THE SCOPE OF THE COMPANY'S BUSINESS AND THE
SOPHISTICATION OF THE INFORMATION HIGHWAY, ANY FURTHER GEOGRAPHIC LIMITATION ON
SUCH REMEDIES AND RESTRICTIONS WOULD DENY THE COMPANY THE PROTECTION TO WHICH IT
IS ENTITLED HEREUNDER.
IF IT SHALL BE FOUND BY A COURT OF COMPETENT
JURISDICTION THAT ANY SUCH RESTRICTION OR REMEDY IS UNENFORCEABLE BUT WOULD BE
ENFORCEABLE IF SOME PART THEREOF WERE DELETED OR MODIFIED, THEN SUCH RESTRICTION
OR REMEDY SHALL APPLY WITH SUCH MODIFICATION AS SHALL BE NECESSARY TO MAKE IT
ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW.
9.06.
MUTUALLY NON-DISPARAGEMENT.
NEITHER EXECUTIVE NOR SENIOR
EXECUTIVES OF EMPLOYER WILL MAKE OR AUTHORIZE ANY PUBLIC