more of such restrictions on competition shall
not render invalid or unenforceable any remaining restrictions on competition.
Additionally, should an arbitrator or court of competent jurisdiction determine
that the scope of any provision of this Paragraph 11 is too broad to be enforced
as written, the Parties intend that the arbitrator and/or court reform the
provision to such narrower scope as it determines to be reasonable and
enforceable.
12.
BY ENTERING INTO THIS AGREEMENT, THE PARTIES DO NOT ADMIT, AND DO
SPECIFICALLY DENY, ANY VIOLATION OF ANY CONTRACT, LOCAL, STATE, OR FEDERAL LAW,
COMMON OR STATUTORY.
NEITHER THE EXECUTION OF THIS AGREEMENT NOR COMPLIANCE
WITH ITS TERMS, NOR THE CONSIDERATION PROVIDED FOR HEREIN SHALL CONSTITUTE OR BE
CONSTRUED AS AN ADMISSION BY ANY PARTY (OR ANY PARTY'S AGENTS, REPRESENTATIVES,
ATTORNEYS, OR EMPLOYERS) OF ANY FAULT, WRONGDOING, OR LIABILITY WHATSOEVER, AND
THE PARTIES ACKNOWLEDGE THAT ALL SUCH LIABILITY IS EXPRESSLY DENIED.
THIS
AGREEMENT HAS BEEN ENTERED INTO IN RELEASE AND COMPROMISE OF CLAIMS AS STATED
HEREIN AND TO AVOID THE EXPENSE AND BURDEN OF DISPUTE RESOLUTION.
13.
IF ANY PROVISION OR TERM OF THIS AGREEMENT IS HELD TO BE ILLEGAL,
INVALID, OR UNENFORCEABLE, SUCH PROVISION OR TERM SHALL BE FULLY SEVERABLE; THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL, INVALID, OR
UNENFORCEABLE PROVISION HAD NEVER COMPRISED PART OF THIS AGREEMENT; AND THE
REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND
SHALL NOT BE AFFECTED BY THE ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION OR BY
ITS SEVERANCE FROM THIS AGREEMENT.
FURTHERMORE, IN LIEU OF EACH SUCH ILLEGAL,
INVALID, OR UNENFORCEABLE PROVISION OR TERM THERE SHALL BE ADDED AUTOMATICALLY
AS A PART OF THIS AGREEMENT ANOTHER PROVISION OR TERM AS SIMILAR TO THE ILLEGAL,
INVALID, OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND THAT IS LEGAL, VALID,
AND ENFORCEABLE.
14.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES,
AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS, ORAL
OR WRITTEN, WITH RESPECT TO ITS SUBJECT MATTER, EXCEPT THAT THIS AGREEMENT
SPECIFICALLY INCORPORATES AS IF FULLY SET FORTH HEREIN PARAGRAPHS 9, 10, 11, 12
AND 13 OF THE EMPLOYMENT AGREEMENT; PROVIDED, HOWEVER, THAT TO THE EXTENT A
CONFLICT EXISTS BETWEEN THE TERMS OF THIS AGREEMENT AND THE TERMS OF PARAGRAPHS
9, 10, 11, 12 AND 13 OF THE EMPLOYMENT AGREEMENT, THE TERMS OF THIS AGREEMENT
SHALL AND HEREBY DO CONTROL.
SUBJECT TO THE FOREGOING SEVERANCE, ALL PRIOR AND
CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS ARE DEEMED INCORPORATED AND MERGED
INTO THIS AGREEMENT.
NO REPRESENTATIONS, ORAL
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT
7
OR WRITTEN, ARE BEING RELIED UPON BY ANY PARTY IN EXECUTING THIS AGREEMENT OTHER
THAN THE EXPRESS REPRESENTATIONS OF THIS AGREEMENT.
THIS AGREEMENT CANNOT BE
CHANGED OR TERMINATED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE PARTIES.
EMPLOYEE AGREES AND ACKNOWLEDGES THAT, EXCEPT AS SET FORTH HEREIN, ZALE AND THE
OTHER RELEASEES HAVE NO FURTHER OBLIGATIONS TO EMPLOYEE.
15.
THIS AGREEMENT SHALL BE EXCLUSIVELY GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF