THE NONCOMPETITION TERM,
EMPLOYEE SHALL NOT DIRECTLY OR INDIRECTLY REQUEST OR ADVISE ANY CUSTOMER OR
SUPPLIER OF THE COMPANY TO WITHDRAW, CURTAIL OR CANCEL ITS BUSINESS ACTIVITIES
WITH THE COMPANY.
If, during any period within the Noncompetition Term, Employee is not in
compliance with the terms of this Section 10, the Company shall be entitled to,
among other remedies, seek compliance by Employee with the terms of this Section
10 for an additional period equal to the period of such noncompliance.
For
purposes of this Agreement, the term "Noncompetition Term" shall also include
this additional period.
Employee hereby acknowledges that the geographic
boundaries, scope of prohibited activities and the time duration of the
provisions of this Section 10 are reasonable and are no broader than are
necessary to protect the legitimate business interests of the Company, given the
unique and worldwide nature of the Internet and electronic commerce.
9
This Section 10 shall survive the termination of Employee's employment and can
only be revoked or modified by a writing signed by the parties which
specifically states an intent to revoke or modify this provision.
11.
NO INTERFERENCE WITH EMPLOYEES.
DURING THE NONCOMPETITION TERM,
WITHOUT THE CONSENT OF THE BOARD OF DIRECTORS, NEITHER EMPLOYEE NOR ANY
INDIVIDUAL, PARTNERS, LIMITED PARTNERSHIP, CORPORATION OR OTHER ENTITY OR
BUSINESS WITH WHICH EMPLOYEE IS IN ANY WAY AFFILIATED, INCLUDING, WITHOUT
LIMITATION, ANY PARTNER, LIMITED PARTNER, DIRECTOR, OFFICER, SHAREHOLDER OR
EMPLOYEE OF ANY SUCH ENTITY OR BUSINESS, WILL (I) REQUEST, INDUCE OR ATTEMPT TO
INFLUENCE, DIRECTLY OR INDIRECTLY, ANY EMPLOYEE OF THE COMPANY TO TERMINATE HIS
EMPLOYMENT WITH THE COMPANY OR (II) EMPLOY ANY PERSON WHO AS OF THE DATE HEREOF
WAS, OR AFTER SUCH DATE IS OR WAS, AN EMPLOYEE OF THE COMPANY.
12.
REFORMATION OF SECTIONS 10 AND 11.
THE COMPANY AND EMPLOYEE AGREE
AND STIPULATE THAT THE AGREEMENTS AND COVENANTS NOT TO COMPETE CONTAINED IN
SECTIONS 10 AND 11 HEREOF ARE FAIR AND REASONABLE IN LIGHT OF ALL OF THE FACTS
AND CIRCUMSTANCES OF THE RELATIONSHIP BETWEEN EMPLOYEE AND THE COMPANY; HOWEVER,
EMPLOYEE AND THE COMPANY ARE AWARE THAT IN CERTAIN CIRCUMSTANCES COURTS HAVE
REFUSED TO ENFORCE CERTAIN AGREEMENTS NOT TO COMPETE.
THEREFORE, IN FURTHERANCE
OF, AND NOT IN DEROGATION OF THE PROVISIONS OF SECTIONS 10 AND 11, THAT IN THE
EVENT A COURT SHOULD DECLINE TO ENFORCE THE PROVISIONS OF SECTIONS 10 AND/OR 11,
SECTIONS 10 AND/OR 11, AS APPLICABLE, SHALL BE DEEMED TO BE MODIFIED OR REFORMED
TO RESTRICT EMPLOYEE'S COMPETITION WITH THE COMPANY OR ITS AFFILIATES TO THE
MAXIMUM EXTENT, AS TO TIME, GEOGRAPHY AND BUSINESS SCOPE, WHICH THE COURT SHALL
FIND ENFORCEABLE; PROVIDED, HOWEVER, IN NO EVENT SHALL THE PROVISIONS OF
SECTIONS 10 AND/OR 11, AS APPLICABLE, BE DEEMED TO BE MORE RESTRICTIVE TO
EMPLOYEE THAN THOSE CONTAINED HEREIN.
13.
INJUNCTIVE RELIEF.
EMPLOYEE ACKNOWLEDGES THAT BREACH OF ANY OF THE
AGREEMENTS CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, ANY OF THE
NONCOMPETITION AND CONFIDENTIALITY COVENANTS SPECIFIED IN SECTIONS 6 THROUGH 11,
WILL GIVE RISE TO IRREPARABLE INJURY TO THE COMPANY,