OR OTHER ACTION
SEEKING EMPLOYEE'S DIRECT OR INDIRECT DISCLOSURE OR PRODUCTION OF ANY TRADE
SECRETS TO ANY ENTITY, AGENCY, TRIBUNAL, OR PERSON, IN CONNECTION WITH A
JUDICIAL, ADMINISTRATIVE OR OTHER PROCEEDING, THEN EMPLOYEE SHALL PROMPTLY AND
TIMELY NOTIFY ZALE, AND PROMPTLY AND TIMELY PROVIDE A DESCRIPTION AND, IF
APPLICABLE, HAND DELIVER A COPY OF SUCH REQUEST, REQUIREMENT, SUBPOENA, PROCESS
OR OTHER ACTION TO ZALE.
IN ALL SUCH INSTANCES, EMPLOYEE IRREVOCABLY NOMINATES
AND APPOINTS ZALE (INCLUDING ANY ATTORNEY RETAINED BY ZALE) AS HIS TRUE AND
LAWFUL ATTORNEY-IN-FACT TO ACT IN EMPLOYEE'S NAME, PLACE AND STEAD TO PERFORM
ANY ACT THAT EMPLOYEE MIGHT PERFORM TO DEFEND AND PROTECT AGAINST ANY DISCLOSURE
OF ANY TRADE SECRET.
FOR PURPOSES OF THIS PARAGRAPH 10, THIS AGREEMENT SHALL BE
CONSIDERED A TRADE SECRET.
5
11.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT DURING
THE SEVERANCE PERIOD HE SHALL NOT, DIRECTLY OR INDIRECTLY, COMPETE WITH THE
COMPANY BY PROVIDING SERVICES TO ANY OTHER PERSON, PARTNERSHIP, ASSOCIATION,
CORPORATION, OR OTHER ENTITY THAT IS IN A "COMPETING BUSINESS."
AS USED HEREIN,
A "COMPETING BUSINESS" IS ANY BUSINESS THAT ENGAGES IN WHOLE OR IN PART IN THE
RETAIL SALE OF JEWELRY IN THE UNITED STATES, CANADA AND/OR PUERTO RICO,
INCLUDING, BUT NOT LIMITED TO, SPECIALTY JEWELRY RETAILERS AND OTHER RETAILERS
HAVING JEWELRY DIVISIONS OR DEPARTMENTS, AND THE EMPLOYEE'S EMPLOYMENT FUNCTION
OR AFFILIATION WITH THE COMPETING BUSINESS IS DIRECTLY OR INDIRECTLY RELATED TO
SUCH BUSINESS OF JEWELRY.
THE RESTRICTIONS CONTAINED IN THIS PARAGRAPH 11 SHALL
BE TOLLED ON A DAY-FOR-DAY BASIS FOR EACH DAY DURING WHICH THE EMPLOYEE
PARTICIPATES IN ANY ACTIVITY IN VIOLATION OF SUCH RESTRICTIONS.
THE PARTIES
AGREE THAT THE ABOVE RESTRICTIONS ON COMPETITION ARE COMPLETELY SEVERABLE AND
INDEPENDENT AGREEMENTS SUPPORTED BY GOOD AND VALUABLE CONSIDERATION AND, AS
SUCH, SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
ADDITIONALLY, THE PARTIES AGREE THAT ZALE MAY ENFORCE THIS PARAGRAPH WITHOUT
POSTING A BOND.
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 EITHER 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.