ENGAGED IN PRODUCT OR SERVICE DEVELOPMENT OR
PRODUCT OR SERVICE MANAGEMENT.
(C)
EFFECT OF BREACH.
THE OBLIGATION OF THE COMPANY TO CONTINUE TO
FULFILL ITS PAYMENT AND BENEFIT OBLIGATIONS TO YOU PURSUANT TO SECTIONS 6(B),
6(C), 6(D), 6(E) AND 9(D) IS CONDITIONED UPON YOUR COMPLIANCE WITH THE
PROVISIONS OF THIS SECTION 9 AND SECTIONS 7 AND 8.
ACCORDINGLY, IN THE EVENT
THAT YOU SHALL MATERIALLY BREACH THE PROVISIONS OF THIS SECTION 9 AND/OR
SECTIONS 7 AND/OR 8 AND NOT CURE OR CEASE (AS APPROPRIATE) SUCH MATERIAL BREACH
WITHIN TEN (10) DAYS OF RECEIPT OF NOTICE THEREOF FROM THE COMPANY, THE
COMPANY'S OBLIGATIONS UNDER SECTIONS 6(B), 6(C), 6(D), 6(E) AND 9(D) SHALL
TERMINATE.
TERMINATION OF THE COMPANY'S OBLIGATIONS UNDER SECTIONS 6(B), 6(C),
6(D), 6(E) OR 9(D) SHALL NOT BE THE COMPANY'S SOLE AND EXCLUSIVE REMEDY FOR A
BREACH OF THIS SECTION 9 AND/OR SECTIONS 7 AND/OR 8.
IN ADDITION TO THE REMEDY
PROVIDED IN THIS SECTION 9(C), THE COMPANY SHALL BE ENTITLED TO SEEK DAMAGES AND
INJUNCTIVE RELIEF TO ENFORCE THIS SECTION 9 AND SECTIONS 7 AND 8, IN THE EVENT
OF A BREACH BY YOU OF THIS SECTION 9 AND/OR SECTIONS 7 AND/OR 8.
ADDITIONALLY,
IN THE EVENT YOU MATERIALLY BREACH SUCH PROVISIONS, YOU SHALL BE REQUIRED TO
REPAY TO THE COMPANY ALL SUCH AMOUNTS PAID PURSUANT TO SECTIONS 6(B), 6(C),
6(D), 6(E) AND 9(D) THAT YOU WOULD NOT HAVE RECEIVED HAD SUCH AMOUNT BEEN PAID
AND YOU BREACHED SUCH PROVISIONS.
10.
REMEDIES.
(A)
THE PARTIES HERETO AGREE THAT THE SERVICES TO BE RENDERED BY YOU
PURSUANT TO THIS AGREEMENT, AND THE RIGHTS AND PRIVILEGES GRANTED TO THE COMPANY
PURSUANT TO THIS AGREEMENT, ARE OF A SPECIAL, UNIQUE, EXTRAORDINARY AND
INTELLECTUAL CHARACTER, WHICH GIVES THEM A PECULIAR VALUE; THE LOSS OF WHICH
CANNOT BE REASONABLY OR ADEQUATELY COMPENSATED IN DAMAGES IN ANY ACTION AT LAW,
AND THAT A BREACH BY YOU OF ANY OF THE TERMS OF THIS AGREEMENT WILL CAUSE THE
COMPANY GREAT AND IRREPARABLE INJURY AND DAMAGE.
YOU HEREBY AGREE THAT THE
DEFINITION OF THE BUSINESS OF THE COMPANY SET FORTH IN SECTION 1 IS CORRECT,
THAT THE COMPANY AND ITS AFFILIATES CONDUCT BUSINESS THROUGHOUT THE 50 STATES OF
THE UNITED STATES OF AMERICA AND BEYOND, AND THAT THESE RESTRICTIONS ARE
REASONABLY NECESSARY TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF THE
COMPANY.
YOU HEREBY EXPRESSLY AGREE THAT THE COMPANY SHALL BE ENTITLED TO THE
REMEDIES OF INJUNCTION, SPECIFIC PERFORMANCE AND OTHER EQUITABLE RELIEF TO
PREVENT A BREACH OF THIS AGREEMENT BY YOU.
THIS SECTION 10 SHALL NOT BE
CONSTRUED AS A WAIVER OF ANY OTHER RIGHTS OR REMEDIES WHICH THE COMPANY MAY HAVE
FOR DAMAGES OR OTHERWISE.
(B)
IN THE EVENT OF ANY DISPUTE OVER THE INTERPRETATION OR APPLICATION
OF THIS AGREEMENT, THE COMPANY SHALL REIMBURSE YOU FOR YOUR REASONABLE
ATTORNEYS' FEES AND COSTS INCURRED IN CONNECTION WITH THAT DISPUTE UNLESS THE
COMPANY IS DETERMINED, BY FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION,
TO BE THE PREVAILING PARTY ON ALL OR SUBSTANTIALLY ALL OF THE ISSUES IN