COPIES OF ANY SUCH MATERIALS.
5.2.2
NON-SOLICITATION OF CUSTOMERS/PROHIBITION AGAINST
UNFAIR COMPETITION.
EXECUTIVE AGREES THAT AT NO TIME AFTER HIS EMPLOYMENT WITH
THE COMPANY WILL HE ENGAGE IN COMPETITION WITH THE COMPANY WHILE MAKING ANY USE
OF THE COMPANY'S CONFIDENTIAL/TRADE SECRET INFORMATION.
EXECUTIVE AGREES THAT
HE WILL NOT DIRECTLY OR INDIRECTLY ACCEPT OR SOLICIT, WHETHER AS AN EMPLOYEE,
INDEPENDENT CONTRACTOR OR IN ANY OTHER CAPACITY, THE BUSINESS OF ANY CUSTOMER OF
THE COMPANY WITH WHOM EXECUTIVE WORKED OR OTHERWISE HAD ACCESS TO THE COMPANY'S
CONFIDENTIAL/TRADE SECRET INFORMATION PERTAINING TO ITS BUSINESS WITH THAT
CUSTOMER DURING THE LAST YEAR OF HIS EMPLOYMENT WITH THE COMPANY.
5.3
NON-SOLICITATION DURING EMPLOYMENT.
EXECUTIVE SHALL NOT DURING HIS EMPLOYMENT INAPPROPRIATELY INTERFERE WITH THE
COMPANY'S BUSINESS RELATIONSHIP WITH ITS CUSTOMERS OR SUPPLIERS OR SOLICIT ANY
OF THE EMPLOYEES OF THE COMPANY TO LEAVE THE EMPLOY OF THE COMPANY.
3
5.4
NON-SOLICITATION OF EXECUTIVE.
EXECUTIVE
AGREES THAT, FOR ONE YEAR FOLLOWING THE TERMINATION OF HIS EMPLOYMENT, HE SHALL
NOT, DIRECTLY OR INDIRECTLY, ASK OR ENCOURAGE ANY OF THE COMPANY'S EMPLOYEES TO
LEAVE THEIR EMPLOYMENT WITH THE COMPANY OR SOLICIT ANY OF THE COMPANY'S
EMPLOYEES FOR EMPLOYMENT.
5.5
BREACH OF PROVISIONS.
IF EXECUTIVE BREACHES
ANY OF THE PROVISIONS OF THIS SECTION 5, OR IN THE EVENT THAT ANY SUCH BREACH IS
THREATENED BY THE EXECUTIVE, IN ADDITION TO AND WITHOUT LIMITING OR WAIVING ANY
OTHER REMEDIES AVAILABLE TO THE COMPANY AT LAW OR IN EQUITY, THE COMPANY SHALL
BE ENTITLED TO IMMEDIATE INJUNCTIVE RELIEF IN ANY COURT, DOMESTIC OR FOREIGN,
HAVING THE CAPACITY TO GRANT SUCH RELIEF, TO RESTRAIN ANY SUCH BREACH OR
THREATENED BREACH AND TO ENFORCE THE PROVISIONS OF THIS SECTION 5.
5.6
REASONABLE RESTRICTIONS.
THE PARTIES
ACKNOWLEDGE THAT THE FOREGOING RESTRICTIONS, AS WELL AS THE DURATION AND THE
TERRITORIAL SCOPE THEREOF AS SET FORTH IN THIS SECTION 5, ARE UNDER ALL OF THE
CIRCUMSTANCES REASONABLE AND NECESSARY FOR THE PROTECTION OF THE COMPANY AND ITS
BUSINESS.
5.7
DEFINITION.
FOR PURPOSES OF THIS SECTION 5,
THE TERM "COMPANY" SHALL BE DEEMED TO INCLUDE THE COMPANY, AND ANY OTHER
SUBSIDIARY OR AFFILIATE OF THE COMPANY.
ARTICLE VI
MISCELLANEOUS
6.1
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE LEGAL REPRESENTATIVES, HEIRS, DISTRIBUTEES, SUCCESSORS AND ASSIGNS.
EXECUTIVE MAY NOT ASSIGN ANY OF HIS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT.
THE COMPANY MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT TO ANY SUCCESSOR ENTITY.
6.2
INDEMNIFICATION.
THE COMPANY SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS EXECUTIVE TO THE FULLEST EXTENT PERMITTED BY
LAW FROM ANY AND ALL ACTIONS, COMPLAINTS, DISPUTES, ARBITRATIONS,
INVESTIGATIONS, GUARANTEES OR THE LIKE SIGNED BY EXECUTIVE ON BEHALF OF THE
COMPANY, OR ANY OTHER PROCEEDINGS OF ANY KIND WHATSOEVER, OR THREATS THEREOF
("CLAIMS") AND ANY AND ALL DAMAGES, LOSSES, EXPENSES (INCLUDING WITHOUT
LIMITATION REASONABLE ATTORNEYS' FEES, DISBURSEMENTS AND OTHER CHARGES OF
COUNSEL INCURRED BY EXECUTIVE AND SELECTED BY COMPANY) OR OTHER LIABILITIES,
CONTINGENT OR OTHERWISE, OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO