PERMITTED BY LAW; THE UNENFORCEABLE PARAGRAPH, SUBPARAGRAPH OR PROVISION SHALL
FIRST BE CONSTRUED OR INTERPRETED, IF POSSIBLE, TO RENDER IT ENFORCEABLE AND, IF
THAT IS NOT POSSIBLE, THEN THE PROVISION SHALL BE SEVERED AND DISREGARDED, AND
THE REMAINDER OF THIS AGREEMENT SHALL BE ENFORCED TO THE MAXIMUM EXTENT
PERMITTED BY LAW.
11.
HIPP ACKNOWLEDGES AND CONFIRMS, AND AS A MATERIAL TERM TO THIS
AGREEMENT AGREES TO ABIDE BY, THE COVENANTS IN SECTION IX A (COOPERATION), IX B
(CONFIDENTIAL INFORMATION), IX C (CERTAIN RESTRICTED ACTIVITIES) OF HIPP'S
EMPLOYMENT AGREEMENT.
BOTH PARTIES AGREE THAT THE REMEDIES FOR BREACH IN
SECTION IX D THEREOF APPLY TO ANY BREACH OF THIS AGREEMENT
12.
HIPP SHALL NOT TAKE ANY ACTION INTENDED TO PORTRAY ARC OR ITS
MANAGEMENT
IN A NEGATIVE LIGHT.
HIPP ACKNOWLEDGES THAT HE HAS NO AUTHORITY
FROM AND AFTER THE TERMINATION DATE TO ACT AS A SPOKESPERSON FOR ARC.
13.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF ILLINOIS.
14.
HIPP ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
FULLY UNDERSTANDS ITS MEANING, THAT COUNSEL REPRESENTED HIM IN CONNECTION WITH
THE NEGOTIATION OF THIS AGREEMENT, THAT HE HAS FULL KNOWLEDGE OF THE EFFECT OF
THIS AGREEMENT AND IS ENTERING INTO IT VOLUNTARILY AND WITHOUT COERCION OR
DURESS, AND THE ONLY CONSIDERATION HE IS RECEIVING FOR SIGNING THIS AGREEMENT IS
DESCRIBED HEREIN, AND NO OTHER PROMISES OR REPRESENTATIONS OF ANY KIND HAVE BEEN
MADE BY ANY PERSON OR ENTITY TO CAUSE HIM TO SIGN THIS AGREEMENT.
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15.
EXCEPT FOR THE PROVISIONS OF THE EMPLOYMENT AGREEMENT INCORPORATED
INTO SECTION 11 OF THIS AGREEMENT WHICH THE PARTIES ACKNOWLEDGE CONTINUE BEYOND
THE TERMINATION DATE, AND ANY INDEMNIFICATION OBLIGATIONS TO HIPP UNDER HIPP'S
EXISTING INDEMNIFICATION AGREEMENT, THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN ARC AND HIPP CONCERNING THE MATTERS DESCRIBED HEREIN
AND SUPERCEDES ALL PRIOR AGREEMENTS, DISCUSSIONS, NEGOTIATIONS AND
UNDERSTANDINGS BETWEEN ARC AND HIPP. THE TERMS OF THIS AGREEMENT CANNOT BE
CHANGED EXCEPT IN A SUBSEQUENT DOCUMENT SIGNED BY HIPP AND AN AUTHORIZED
REPRESENTATIVE OF ARC.
Alternative Resources Corporation.
By:
/s/ Joanne Brandes
Its
Director and authorized signatory
/s/
Raymond R. Hipp
Raymond R. Hipp
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