will not
in any way conflict with any remaining obligations Executive may have with any
prior or current employer or contractor.
Executive also agrees to develop all
Work Product in a manner that avoids even the appearance of infringement of any
third party's intellectual property rights.
11.
NO EXCLUSIONS.
EXECUTIVE HEREBY REPRESENTS THAT EXECUTIVE HAS NOT
HERETOFORE CREATED ANY WORK PRODUCT OR PREPARED ANY WORK, WHICH IS THE SUBJECT
OF ANY WORK PRODUCT, THAT EXECUTIVE WISHES TO EXCLUDE FROM THE PROVISIONS OF
SECTION 10 ABOVE.
12.
RETURN OF DOCUMENTS.
EXECUTIVE AGREES THAT IF EXECUTIVE'S
RELATIONSHIP WITH THE COMPANY IS TERMINATED (FOR WHATEVER REASON), EXECUTIVE
SHALL NOT TAKE WITH EXECUTIVE, BUT WILL LEAVE WITH THE COMPANY, ALL WORK
PRODUCT, CONFIDENTIAL INFORMATION, RECORDS, FILES, MEMORANDA, REPORTS, PRICE
LISTS, CUSTOMER LISTS, SUPPLIER LISTS, FINANCIAL INFORMATION, DOCUMENTS AND
OTHER INFORMATION, IN WHATEVER FORM (INCLUDING ON COMPUTER DISK), AND ANY COPIES
THEREOF, OR IF SUCH ITEMS ARE NOT ON THE PREMISES OF THE COMPANY, EXECUTIVE
AGREES TO RETURN SUCH ITEMS IMMEDIATELY UPON EXECUTIVE'S TERMINATION.
EXECUTIVE
ACKNOWLEDGES THAT ALL SUCH ITEMS ARE AND REMAIN THE PROPERTY OF THE COMPANY.
9
13.
INJUNCTIVE RELIEF.
EXECUTIVE ACKNOWLEDGES THAT BREACH OF ANY OF
THE AGREEMENTS CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, THE
CONFIDENTIALITY, NONSOLICITATION AND NONCOMPETITION COVENANTS SPECIFIED IN
SECTIONS 7, 8 AND 9, WILL GIVE RISE TO IRREPARABLE INJURY TO THE COMPANY,
INADEQUATELY COMPENSABLE IN DAMAGES.
ACCORDINGLY, EXECUTIVE AGREES THAT THE
COMPANY SHALL BE ENTITLED TO INJUNCTIVE RELIEF TO PREVENT OR CURE BREACHES OR
THREATENED BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE SPECIFIC
PERFORMANCE OF THE TERMS AND PROVISIONS HEREOF IN ANY COURT OF COMPETENT
JURISDICTION, IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDIES WHICH MAY BE
AVAILABLE.
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THE ENFORCEMENT OF A
REMEDY HEREUNDER BY WAY OF INJUNCTION SHALL NOT PREVENT EXECUTIVE FROM EARNING A
REASONABLE LIVELIHOOD.
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THE
COVENANTS CONTAINED HEREIN ARE NECESSARY FOR THE PROTECTION OF THE COMPANY'S
LEGITIMATE BUSINESS INTERESTS AND CONFIDENTIAL INFORMATION AND ARE REASONABLE IN
SCOPE AND CONTENT.
14.
SEVERABILITY AND REFORMATION.
IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER ANY PRESENT OR FUTURE LAW,
AND IF THE RIGHTS OR OBLIGATIONS OF EXECUTIVE OR THE COMPANY UNDER THIS
AGREEMENT WOULD NOT BE MATERIALLY AND ADVERSELY AFFECTED THEREBY, SUCH PROVISION
SHALL BE FULLY SEVERABLE, AND THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS
IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART
THEREOF, 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 HEREFROM, AND IN LIEU OF SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION, THERE SHALL BE ADDED AUTOMATICALLY AS A PART OF THIS
AGREEMENT A LEGAL, VALID AND ENFORCEABLE PROVISION AS SIMILAR IN TERMS TO SUCH
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE, AND THE COMPANY
AND EXECUTIVE HEREBY REQUEST THE COURT TO WHOM DISPUTES RELATING TO