IN TRUST FOR THE BENEFIT OF
COMPANY.
IN THE EVENT EMPLOYEE
BREACHES SECTION 4.1, THE NONCOMPETE PERIOD
SHALL BE EXTENDED BY THE PERIOD OF TIME DURING WHICH EMPLOYEE IS IN BREACH OF
SECTION 4.1, AS THE CASE MAY BE.
NO TERM HEREOF SHALL BE CONSTRUED TO LIMIT OR
SUPERSEDE ANY OTHER RIGHT OR REMEDY OF COMPANY UNDER APPLICABLE LAW WITH RESPECT
TO THE PROTECTION OF TRADE SECRETS OR OTHERWISE.
6.
AGREEMENT TO ARBITRATE.
The
undersigned parties agree that any disputes that may arise between them
(including but not limited to any controversies or claims arising out of or
relating to this Agreement or any alleged breach thereof, and any dispute over
the interpretation or scope of this arbitration clause) shall be settled by
arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. No party
shall be entitled to punitive or treble damages.
5
7.
MISCELLANEOUS.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, REPRESENTATIVES, EXECUTORS AND
ADMINISTRATORS OF THE PARTIES.
NO WAIVER OF OR FORBEARANCE TO ENFORCE ANY RIGHT
OR PROVISION HEREOF SHALL BE BINDING UNLESS IN WRITING AND SIGNED BY THE PARTY
TO BE BOUND, AND NO SUCH WAIVER OR FORBEARANCE IN ANY INSTANCE SHALL APPLY TO
ANY OTHER INSTANCE OR TO ANY OTHER RIGHT OR PROVISION.
GOVERNING LAW; VENUE.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF VERMONT WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES.
THE PARTIES HEREBY
AGREE THAT THE EXCLUSIVE VENUE FOR ALL MATTERS AND ACTIONS ARISING UNDER THIS
AGREEMENT SHALL BE AND REMAIN IN THE STATE AND FEDERAL COURTS SITTING IN
VERMONT, AND THE PARTIES HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH
COURTS.
THE PREVAILING PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEYS' FEES
AND COSTS INCURRED IN CONNECTION WITH SUCH LITIGATION.
ENTIRE AGREEMENT; SEVERABILITY. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
BETWEEN COMPANY AND EMPLOYEE CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES
ALL PRIOR AGREEMENTS, CORRESPONDENCE AND UNDERSTANDINGS, WHETHER ORAL OR
WRITTEN, WITH RESPECT TO THAT SUBJECT MATTER.
IF ANY PROVISION OF THIS
AGREEMENT IS HELD TO BE INVALID OR UNENFORCEABLE TO ANY EXTENT IN ANY CONTEXT,
IT SHALL NEVERTHELESS BE ENFORCED TO THE FULLEST EXTENT ALLOWED BY LAW IN THAT
AND OTHER CONTEXTS, AND THE VALIDITY AND FORCE OF THE REMAINDER OF THIS
AGREEMENT SHALL NOT BE AFFECTED THEREBY.
ACKNOWLEDGMENT OF ARBITRATION.
THE PARTIES HERETO ACKNOWLEDGE THAT THIS
DOCUMENT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER SIGNING THIS DOCUMENT EACH
PARTY UNDERSTANDS THAT HE/SHE/IT WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING
ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THIS ARBITRATION AGREEMENT EXCEPT
AS PROVIDED IN THIS PARAGRAPH OR UNLESS IT INVOLVES A QUESTION OF CONSTITUTIONAL
LAW OR CIVIL RIGHTS. INSTEAD EACH PARTY HAS AGREED TO SUBMIT ANY SUCH DISPUTE TO
AN IMPARTIAL ARBITRATOR.
BY SIGNING BELOW, EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS