PARTICIPATE IN ANY INVESTIGATION CONDUCTED BY THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION ("EEOC") OR ANY STATE OR LOCAL AGENCY.
EMPLOYEE AGREES TO WAIVE, HOWEVER, HIS RIGHT TO ANY MONETARY RECOVERY SHOULD THE
EEOC OR ANY STATE OR LOCAL AGENCY PURSUE ANY CLAIMS ON EMPLOYEE'S BEHALF.
FURTHER, EMPLOYEE AGREES TO PAY COMPANY'S ATTORNEYS FEES IF EMPLOYEE BREACHES
THE COVENANT NOT TO SUE CONTAINED IN THIS SECTION 4.B.
C.
COMPANY PROPERTY.
EMPLOYEE WILL RETURN
ALL PROPERTY BELONGING TO COMPANY TO COMPANY IMMEDIATELY UPON THE EXECUTION OF
THIS AGREEMENT, WHETHER SUCH PROPERTY IS CURRENTLY ON OR OFF THE PREMISES OF
COMPANY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL COMPUTER HARDWARE OR
COMPUTER SOFTWARE.
D.
CONFIDENTIALITY.
FOR ALL TIME HEREAFTER
FOREVER, EMPLOYEE WILL NOT USE OR MAKE AVAILABLE OR DIVULGE TO ANY PERSON, FIRM,
CORPORATION OR OTHER ENTITY ANY INFORMATION OF OR REGARDING COMPANY INCLUDING,
WITHOUT LIMITATION, TRADE SECRETS, CUSTOMER LISTS, BUSINESS POLICIES, FINANCIAL
INFORMATION, TECHNICAL INFORMATION, METHODS OF OPERATION, MARKETING PROGRAMS,
CUSTOMER PRICE LISTS OR ANY OTHER CONFIDENTIAL OR SECRET INFORMATION CONCERNING
THE BUSINESS AND AFFAIRS OF COMPANY OR ANY OF ITS AFFILIATES.
E.
CONFIDENTIALITY OF AGREEMENT.
EMPLOYEE
AGREES THAT HE WILL KEEP THE TERMS AND CONDITIONS OF THIS AGREEMENT STRICTLY
CONFIDENTIAL EXCEPT THAT EMPLOYEE MAY DISCLOSE THE
2
TERMS AND CONDITIONS OF THIS AGREEMENT TO HIS SPOUSE, IF ANY, ATTORNEY, TAX
PREPARER, GOVERNMENT AGENCIES, OR AS REQUIRED BY LAW.
EMPLOYEE AGREES THAT IN
THE EVENT THAT EMPLOYEE DISCLOSES ANY OF THE TERMS OF THIS AGREEMENT, INCLUDING
THE FACT OF PAYMENT OTHER THAN AS SET FORTH ABOVE, HE SHALL BE LIABLE TO COMPANY
AS SET FORTH IN SECTION 4.G. OF THIS AGREEMENT AND FOR ANY AND ALL INJURIES OR
DAMAGES SUSTAINED BY COMPANY INCLUDING COSTS, DISBURSEMENTS AND ATTORNEYS' FEES
INCURRED BY COMPANY AS A DIRECT RESULT OF EMPLOYEE'S DISCLOSURE.
F.
Non-Disparagement.
Employee agrees that
he shall not disparage or defame Company in any respect.
G.
REMEDIES.
EMPLOYEE ACKNOWLEDGES THAT ANY
BREACH OF ANY OF THE PROMISES SET FORTH IN SECTIONS 4.C, 4.D., 4.E., AND 4.F.
WILL CAUSE COMPANY IRREPARABLE HARM FOR WHICH THERE IS NO ADEQUATE REMEDY AT LAW
AND EMPLOYEE THEREFORE CONSENTS TO THE ISSUANCE OF ANY INJUNCTION IN FAVOR OF
COMPANY ENJOINING THE BREACH OF ANY OF THOSE PROMISES BY ANY COURT OF COMPETENT
JURISDICTION.
IF ANY PROMISE MADE BY EMPLOYEE IN THIS SECTION 3 SHOULD BE HELD
TO BE UNENFORCEABLE BECAUSE OF ITS SCOPE OR DURATION, OR THE AREA OR SUBJECT
MATTER COVERED THEREBY, EMPLOYEE AGREES THAT THE COURT MAKING SUCH DETERMINATION
SHALL HAVE THE POWER TO REDUCE OR MODIFY THE SCOPE, DURATION, SUBJECT MATTER OR
AREA OF THAT PROMISE TO THE EXTENT THAT ALLOWS THE MAXIMUM SCOPE, DURATION,
SUBJECT MATTER OR AREA PERMITTED BY APPLICABLE LAW.
EMPLOYEE FURTHER AGREES
THAT THE REMEDIES PROVIDED FOR HEREIN ARE IN ADDITION TO, AND ARE NOT TO BE
CONSTRUED AS REPLACEMENTS FOR, OR A LIMITATION OF, RIGHTS AND REMEDIES OTHERWISE
AVAILABLE TO COMPANY.
5.
EMPLOYEE'S UNDERSTANDINGS.
EMPLOYEE
ACKNOWLEDGES AND REPRESENTS THAT:
A.
EMPLOYEE UNDERSTANDS THAT HE HAS THE RIGHT
TO CONSULT WITH AN ATTORNEY