BUT NOT LIMITED TO,
THE PROTECTION OF CONFIDENTIAL INFORMATION.
IN THE EVENT THAT THE COVENANTS
CONTAINED IN THIS SECTION 6 SHALL BE DETERMINED BY ANY COURT OF COMPETENT
JURISDICTION TO BE UNENFORCEABLE BY REASON OF THEIR EXTENDING FOR TOO LONG A
PERIOD OF TIME OR OVER TOO LARGE A GEOGRAPHICAL AREA OR BY REASON OF THEIR BEING
TOO EXTENSIVE IN ANY
5
OTHER RESPECT, THEY SHALL BE INTERPRETED TO EXTEND ONLY OVER THE LONGEST PERIOD
OF TIME FOR WHICH THEY MAY BE ENFORCEABLE, AND/OR OVER THE LARGEST GEOGRAPHICAL
AREA AS TO WHICH THEY MAY BE ENFORCEABLE AND/OR TO THE MAXIMUM EXTENT IN ALL
OTHER ASPECTS AS TO WHICH THEY MAY BE ENFORCEABLE, ALL AS DETERMINED BY SUCH
COURT IN SUCH ACTION.
(E)
BREACH OF COVENANTS.
VIOLATION OF ANY OF
THE PROTECTIVE COVENANTS CONTAINED HEREIN SHALL CONSTITUTE A BREACH OF TRUST AND
IS GROUNDS FOR IMMEDIATE DISMISSAL WITH CAUSE AND FOR APPROPRIATE LEGAL ACTION
BY THE COMPANY FOR DAMAGES INCLUDING REASONABLE ATTORNEY FEES AND COSTS,
ENFORCEMENT AND/OR INJUNCTIVE RELIEF.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN
TO THE CONTRARY, THE PARTIES AGREE THAT BOTH PARTIES SHALL BEAR JOINT AND EQUAL
RESPONSIBILITY FOR ATTORNEY FEES AND COSTS IF THE COMPANY OR ITS AFFILIATES
PREVAILS IN ANY SUCH LEGAL ACTION AND THAT THE COMPANY SHALL BEAR SOLE
RESPONSIBILITY FOR ATTORNEY FEES AND COSTS IF THE COMPANY DOES NOT PREVAIL IN
ANY SUCH LEGAL ACTION.
(F)
EXTENSION OF NON-COMPETE TERM.
THE
PARTIES ACKNOWLEDGE THAT IF EXECUTIVE VIOLATES ANY OF THE PROTECTIVE COVENANTS
IN THIS SECTION 6 AND THE COMPANY BRING LEGAL ACTION FOR INJUNCTIVE, DAMAGES OR
OTHER RELIEF HEREUNDER, THE COMPANY SHALL, AS A RESULT OF THE TIME INVOLVED IN
OBTAINING THE RELIEF, BE DEPRIVED OF THE BENEFIT OF THE FULL NON-COMPETE TERM OF
THESE PROTECTIVE COVENANTS.
ACCORDINGLY, THE LENGTH OF TIME FOR WHICH THIS
COVENANT NOT TO COMPETE SHALL BE IN FORCE SHALL NOT INCLUDE ANY PERIOD OF
VIOLATION OR ANY OTHER PERIOD REQUIRED FOR LITIGATION DURING WHICH THE COMPANY
SEEK TO ENFORCE THIS SECTION 6.
(G)
SURVIVAL OF PROTECTIVE COVENANTS.
EACH
COVENANT ON THE PART OF EXECUTIVE CONTAINED IN THIS SECTION 6 IS INDEPENDENT OF
ANY OTHER PROVISION OF THIS AGREEMENT, AND SHALL SURVIVE THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT, AND THE EXISTENCE OF ANY CLAIM OR
CAUSE OF ACTION OF EMPLOYEE AGAINST THE COMPANY, WHETHER BASED ON THIS AGREEMENT
OR OTHERWISE, SHALL NOT PREVENT THE ENFORCEMENT BASED ON THESE COVENANTS.
(H)
REMEDIES FOR BREACH.
EXECUTIVE AGREES THAT
A BREACH BY HIM OF THIS SECTION 6 SHALL CAUSE IRREPARABLE HARM TO THE COMPANY
AND THAT ITS REMEDIES AT LAW FOR ANY BREACH OR THREAT OF BREACH OF THE
PROVISIONS OF THIS SECTION 6 SHALL BE INADEQUATE, AND THAT IT SHALL BE ENTITLED
TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS SECTION 6 AND TO
ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, IN ADDITION TO ANY OTHER
REMEDY TO WHICH THE COMPANY MAY BE ENTITLED AT LAW OR IN EQUITY.
7.
EMPLOYMENT BY AFFILIATES:
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO