INCORPORATED BY REFERENCE.
IN THE EVENT OF ANY
CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND SUCH STANDARD TERMS AND
CONDITIONS, THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY, FOR PURPOSES OF THE THIRD PARAGRAPH OF SECTION 2(B) OF
SUCH STANDARD TERMS AND CONDITIONS, REAL ESTATE BROKER SHALL NOT BE CONSIDERED
TO HAVE A "MATERIAL INTERNET OR CALL CENTER MARKETING OPERATIONS," UNLESS EITHER
(I) SUCH BROKER EMPLOYS FIFTEEN (15) OR MORE CALL CENTER EMPLOYEES, OR (II) SUCH
BROKER DERIVES 25% OR MORE OF ITS REVENUE FROM LEADS GENERATED BY COMPANY
SPONSORED WEBSITES.
FURTHERMORE, NOTWITHSTANDING ANYTHING TO THE CONTRARY, FOR
PURPOSES OF THE LAST SENTENCE OF THE THIRD PARAGRAPH OF SECTION 2(B) OF SUCH
STANDARD TERMS AND CONDITIONS, EMPLOYEE SHALL NOT BE PROHIBITED CREATING AN
INTERNET OR CALL CENTER MARKETING CAPABILITY, OR MANAGING OR PARTICIPATING IN
SUCH OPERATIONS, FOR AN EXISTING BROKER, PROVIDED THAT SUCH EXISTING BROKER
(I) EMPLOYS FEWER THAN FIFTEEN (15) CALL CENTER EMPLOYEES AND (II) DERIVES LESS
THAN $15 MILLION IN REVENUE DURING THE RESTRICTED PERIOD FROM COMPANY SPONSORED
WEBSITES.
8.
NON-DISPARAGEMENT.
EMPLOYEE COVENANTS AND AGREES THAT HE WILL
NOT KNOWINGLY MAKE CRITICAL, NEGATIVE OR DISPARAGING REMARKS ABOUT THE COMPANY,
ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES,
INCLUDING BUT NOT LIMITED TO COMMENTS ABOUT ANY OF THEIR PRODUCTS, SERVICES,
BUSINESS OR EMPLOYMENT PRACTICES.
COMPANY COVENANTS AND AGREES THAT IT, ITS
AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR
REPRESENTATIVES WILL NOT KNOWINGLY MAKE CRITICAL, NEGATIVE, OR DISPARAGING
REMARKS ABOUT THE EMPLOYEE TO ANY THIRD PARTY.
9.
RETURN OF PROPERTY.
EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS
RETURNED TO HIM ALL OF HIS PERSONAL EFFECTS AND PROPERTY WHICH WERE IN THE
COMPANY'S POSSESSION OR CONTROL.
EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT
HE HAS RETURNED OR WILL RETURN TO THE COMPANY ALL PROPERTY OF THE COMPANY
(INCLUDING, BUT NOT LIMITED TO, COMPUTERS, CELL PHONES, PAGERS, KEYS AND ACCESS
CARDS, COMPANY CREDIT CARDS, AND ALL OTHER COMPANY DOCUMENTS, RECORDS AND
EQUIPMENT) WHICH ARE IN EMPLOYEE'S POSSESSION OR CONTROL, INCLUDING ALL COPIES
AND SUMMARIES OF ANY OF THE COMPANY'S CONFIDENTIAL OR PROPRIETARY INFORMATION.
10.
MODIFICATION.
EMPLOYEE WARRANTS THAT NO PROMISE OR INDUCEMENT HAS
BEEN OFFERED FOR THIS AGREEMENT OTHER THAN AS SET FORTH HEREIN AND THAT THIS
AGREEMENT IS EXECUTED WITHOUT RELIANCE UPON ANY OTHER PROMISES OR
REPRESENTATIONS, ORAL OR WRITTEN.
ANY MODIFICATION OF THIS AGREEMENT MUST BE
MADE IN WRITING AND BE SIGNED BY EMPLOYEE AND THE COMPANY.
11.
REFERENCES.
EMPLOYEE WILL DIRECT ALL EMPLOYMENT VERIFICATION
INQUIRIES TO THE COMPANY'S SENIOR VICE PRESIDENT OF HUMAN RESOURCES.
IN
RESPONSE TO INQUIRIES REGARDING EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, THE
COMPANY BY AND THROUGH ITS SPEAKING AGENT(S) AGREES TO PROVIDE ONLY THE
FOLLOWING INFORMATION: EMPLOYEE'S DATE OF HIRE, HIS POSITION(S), THE DATE HIS
EMPLOYMENT ENDED, AND RATES OF PAY.
5
12.
SEVERABILITY; CHOICE OF LAW; VENUE; ENTIRE AGREEMENT.
IF ANY
PROVISION OF THIS AGREEMENT OR COMPLIANCE BY EMPLOYEE OR THE COMPANY WITH ANY
PROVISION OF THE AGREEMENT CONSTITUTES A VIOLATION OF ANY LAW, OR IS OR BECOMES
UNENFORCEABLE