made under seal.
Additionally, in the event Executive files a lawsuit against Employer for
retaliation by the Employer against the Executive for reporting a suspected
violation of law, Executive has the right to provide trade secret information to
his or her attorney and use the trade secret information in the court
proceeding, although Executive must file any document containing the trade
secret under seal and may not disclose the trade secret, except pursuant to
court order.
13.
AGREEMENT AS TO REASONABLENESS.
EXECUTIVE AGREES AND
ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT ARE FAIR AND REASONABLE IN
BOTH SCOPE AND CONTENT AND ARE REASONABLY NECESSARY FOR THE PROTECTION OF
EMPLOYER'S AND ITS AFFILIATES' BUSINESSES.
EXECUTIVE FURTHER AGREES AND
ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT DO NOT, AND WILL NOT, UNDULY
IMPAIR EXECUTIVE'S ABILITY TO EARN A LIVING AFTER EXECUTIVE'S EMPLOYMENT WITH
EMPLOYER ENDS.
14.
NO WAIVER.
EMPLOYER'S WAIVER OF A BREACH BY EXECUTIVE OF ANY
PROVISION OF THIS AGREEMENT OR FAILURE TO ENFORCE ANY SUCH PROVISION WITH
RESPECT TO EXECUTIVE SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY
SUBSEQUENT BREACH BY EXECUTIVE OF ANY SUCH PROVISION OR OF ANY OTHER PROVISION,
OR OF EMPLOYER'S RIGHT TO ENFORCE ANY SUCH PROVISION OR ANY OTHER PROVISION WITH
RESPECT TO EXECUTIVE.
NO ACT OR OMISSION OF EMPLOYER SHALL CONSTITUTE A WAIVER
OF ANY OF ITS RIGHTS HEREUNDER EXCEPT FOR A WRITTEN WAIVER SIGNED BY THE
EMPLOYER.
15.
MISCELLANEOUS.
THIS AGREEMENT MAY NOT BE ASSIGNED, OR ANY
DUTIES DELEGATED, IN WHOLE OR IN PART, BY EXECUTIVE WITHOUT THE PRIOR WRITTEN
CONSENT OF EMPLOYER.
EMPLOYER MAY ASSIGN THIS AGREEMENT TO ANOTHER ENTITY UPON
WRITTEN NOTICE TO EXECUTIVE.
THIS AGREEMENT, AND ANY WRITTEN EMPLOYMENT
AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY, CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN EXECUTIVE AND EMPLOYER AS IT RELATES TO EXECUTIVE'S EMPLOYMENT
BY EMPLOYER, AND SUPERSEDES ANY OTHER AGREEMENT, EITHER ORAL OR WRITTEN WITH THE
EXCEPTION OF ANY AGREEMENTS CONCERNING CONFIDENTIALITY, TRADE SECRETS,
NON-SOLICITATION OR NON-COMPETITION, ALL OF WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT, AND ARE HEREBY CONFIRMED AND RATIFIED.
EXECUTIVE UNDERSTANDS AND AGREES
THAT NOTHING IN THIS AGREEMENT SHALL BE UNDERSTOOD, ARGUED AND/OR INTERPRETED TO
ALTER EXECUTIVE'S STATUS AS AN AT-WILL EMPLOYEE WHOSE EMPLOYMENT MAY BE
TERMINATED BY EMPLOYER AT ANY TIME, WITH OR WITHOUT CAUSE.
THIS AGREEMENT MAY
NOT BE AMENDED OR MODIFIED OTHER THAN BY A WRITTEN AGREEMENT EXECUTED BY THE
PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES.
16.
CONTROLLING LAW AND FORUM.
THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS.
EACH PARTY
AGREES TO BRING ANY ACTION OR PROCEEDING IN CONNECTION WITH ANY CLAIM ARISING
OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN
EQUITY, EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS OR THE COURTS OF THE STATE OF ILLINOIS (THE "CHOSEN
COURTS") AND (I) IRREVOCABLY SUBMITS TO THE