(with respect
to matters that are within the scope of the release provided in Paragraph 6(a)),
except as specifically allowed by this Agreement.
11.
CONFIDENTIAL INFORMATION; RETURN OF COMPANY
PROPERTY.
(A)
THE EXECUTIVE HEREBY EXPRESSLY CONFIRMS HIS
OBLIGATIONS TO THE COMPANY TO MAINTAIN THE CONFIDENTIALITY OF THE COMPANY'S
TRADE SECRETS AND OTHER PROPRIETARY INFORMATION.
(B)
THE EXECUTIVE SHALL DELIVER TO THE COMPANY
WITHIN 5 (FIVE) BUSINESS DAYS OF THE RESIGNATION DATE ALL ORIGINALS AND COPIES
OF CORRESPONDENCE, DRAWINGS, MANUALS, LETTERS, NOTES, NOTEBOOKS, REPORTS,
PROGRAMS, PLANS, PROPOSALS, FINANCIAL DOCUMENTS, OR ANY OTHER DOCUMENTS
CONCERNING THE COMPANY'S CUSTOMERS, BUSINESS PLANS, MARKETING STRATEGIES,
PRODUCTS, PROCESSES OR BUSINESS OF ANY KIND AND/OR WHICH CONTAIN PROPRIETARY
INFORMATION OR TRADE SECRETS WHICH ARE IN THE POSSESSION OR CONTROL OF THE
EXECUTIVE OR HIS AGENTS OR REPRESENTATIVES.
6
(C)
THE EXECUTIVE SHALL RETURN TO THE COMPANY
WITHIN 5 (FIVE) BUSINESS DAYS OF THE RESIGNATION DATE ALL EQUIPMENT OF THE
COMPANY IN HIS POSSESSION OR CONTROL, EXCEPT THAT THE EXECUTIVE MAY RETAIN THE
COMPANY COMPUTER, AND ANY ANCILLARY COMPANY EQUIPMENT CURRENTLY INSTALLED AT THE
EXECUTIVE'S HOME.
12.
TAXES.
TO THE EXTENT ANY TAXES MAY BE
PAYABLE BY THE EXECUTIVE FOR THE BENEFITS PROVIDED TO HIM BY THIS AGREEMENT
BEYOND THOSE WITHHELD BY THE COMPANY, THE EXECUTIVE AGREES TO PAY THEM HIMSELF
AND TO INDEMNIFY AND HOLD THE COMPANY AND THE OTHER ENTITIES RELEASED HEREIN
HARMLESS FOR ANY TAX CLAIMS OR PENALTIES, AND ASSOCIATED ATTORNEYS' FEES AND
COSTS, RESULTING FROM ANY FAILURE BY HIM TO MAKE REQUIRED PAYMENTS.
13.
IN THE EVENT OF A CLAIMED BREACH.
ALL
CONTROVERSIES, CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION ANY ALLEGED VIOLATION OF ITS TERMS, SHALL BE
RESOLVED BY FINAL AND BINDING ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR IN
LOS ANGELES, CALIFORNIA, IN ACCORDANCE WITH THE EMPLOYMENT DISPUTE RESOLUTION
RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"). THE ARBITRATION SHALL BE
COMMENCED BY FILING A DEMAND FOR ARBITRATION WITH THE AAA WITHIN 14 (FOURTEEN)
DAYS AFTER THE FILING PARTY HAS GIVEN NOTICE OF SUCH BREACH TO THE OTHER PARTY.
THE ARBITRATOR SHALL AWARD THE PREVAILING PARTY ATTORNEYS' FEES AND EXPERT FEES,
IF ANY.
NOTWITHSTANDING THE FOREGOING, IT IS ACKNOWLEDGED THAT IT WILL BE
IMPOSSIBLE TO MEASURE IN MONEY THE DAMAGES THAT WOULD BE SUFFERED IF THE PARTIES
FAIL TO COMPLY WITH ANY OF THE OBLIGATIONS IMPOSED ON THEM UNDER PARAGRAPH
11(A) HEREOF, AND THAT IN THE EVENT OF ANY SUCH FAILURE, AN AGGRIEVED PERSON
WILL BE IRREPARABLY DAMAGED AND WILL NOT HAVE AN ADEQUATE REMEDY AT LAW.
ANY
SUCH PERSON SHALL, THEREFORE, BE ENTITLED TO INJUNCTIVE RELIEF, INCLUDING
SPECIFIC PERFORMANCE, TO ENFORCE SUCH OBLIGATIONS, AND IF ANY ACTION SHALL BE
BROUGHT IN EQUITY TO ENFORCE ANY OF THE PROVISIONS OF PARAGRAPH 11(A) OF THIS
AGREEMENT, NONE OF THE PARTIES HERETO SHALL RAISE THE DEFENSE THAT THERE IS AN
ADEQUATE REMEDY AT LAW.
14.
CHOICE OF LAW.
THIS AGREEMENT SHALL IN ALL
RESPECTS BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA,