Company on or before December 31, 2006, or at
any time the Company may request, all memoranda, notes, plans, records, reports,
computer tapes and software and other documents and data (and copies thereof)
relating to the Confidential Information or Work Product which he may then
possess or have under his control regardless of the location or form of such
material and, if requested by the Company, will provide the Company with written
confirmation that all such materials have been delivered to the Company.
SECTION 6.
COMPANY COMPUTER.
MR. IMBRIANI MAY CONTINUE TO USE HIS
COMPANY LAPTOP COMPUTER, CELL PHONE AND BLACKBERRY FOLLOWING THE TERMINATION OF
HIS ACTIVE EMPLOYMENT THROUGH THE END OF HIS CONSULTING AGREEMENT.
AT THE END
OF HIS CONSULTING AGREEMENT, MR. IMBRIANI MAY PURCHASE THE COMPANY LAPTOP
COMPUTER, CELL PHONE AND BLACKBERRY FOR ITS THEN PREVAILING FAIR MARKET VALUE.
BEFORE PURCHASING THE COMPUTER, HOWEVER, MR. IMBRIANI WILL MAKE THE COMPUTER
AVAILABLE TO THE COMPANY'S IT DEPARTMENT WHICH WILL REMOVE FROM ITS HARD DRIVE
ALL COMPANY DOCUMENTS WHICH ARE CONSIDERED PROPRIETARY AND CONFIDENTIAL TRADE
SECRETS.
SECTION 7.
ENFORCEMENT.
BECAUSE MR. IMBRIANI'S SERVICES ARE UNIQUE
AND BECAUSE MR. IMBRIANI HAS ACCESS TO CONFIDENTIAL INFORMATION AND WORK
PRODUCT, THE PARTIES HERETO AGREE THAT MONEY DAMAGES WOULD BE AN INADEQUATE
REMEDY FOR ANY BREACH OF THIS TRANSITION AGREEMENT.
THEREFORE, IN THE EVENT OF
A BREACH OR THREATENED BREACH OF THIS TRANSITION AGREEMENT, THE COMPANY OR ITS
SUCCESSORS OR ASSIGNS MAY, AFTER PROVIDING MR. IMBRIANI WITH AT LEAST 15
BUSINESS DAYS' WRITTEN NOTICE AND REQUESTING THAT HE CEASE THE VIOLATION PRIOR
TO THE EXPIRATION OF THAT PERIOD, IN THE EVENT IT WISHES TO APPLY THE PROVISIONS
OF THE NEXT SENTENCE HEREOF, IN ADDITION TO OTHER RIGHTS AND REMEDIES EXISTING
IN THEIR FAVOR, APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE OR OTHER RELIEF IN ORDER TO ENFORCE, OR PREVENT
ANY VIOLATIONS OF, THE PROVISIONS HEREOF.
IN ADDITION TO THE FOREGOING, AND NOT
IN ANY WAY IN LIMITATION THEREOF, OR IN LIMITATION OF ANY RIGHT OR REMEDY
OTHERWISE AVAILABLE TO THE COMPANY, IF MR. IMBRIANI VIOLATES ANY PROVISION OF
SECTION 4 AND DOES NOT CURE DURING THE NOTICE PERIOD DESCRIBED ABOVE, ANY
PAYMENTS THEN OR THEREAFTER DUE FROM THE COMPANY TO MR. IMBRIANI PURSUANT TO
SECTION 2 HERETO SHALL BE TERMINATED FORTHWITH AND THE COMPANY'S OBLIGATION TO
PAY AND MR. IMBRIANI'S RIGHT TO RECEIVE SUCH PAYMENTS SHALL TERMINATE AND BE OF
NO FURTHER FORCE OR EFFECT, IN EACH CASE WITHOUT LIMITING OR AFFECTING MR.
IMBRIANI'S OBLIGATIONS UNDER SUCH SECTION 4 OR THE COMPANY'S OTHER RIGHTS AND
REMEDIES AVAILABLE AT LAW OR EQUITY.
SECTION 8.
COOPERATION.
MR. IMBRIANI AGREES THAT HE WILL COOPERATE
IN THE DEFENSE OF ANY ACTUAL AND POTENTIAL CLAIMS FILED AGAINST THE COMPANY OR
ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, INCLUDING BUT NOT LIMITED TO, ANY
ACTUAL OR POTENTIAL CLAIMS WHICH MAY REQUIRE MR. IMBRIANI'S INVOLVEMENT.
THE
COMPANY AGREES TO PROVIDE REASONABLE NOTICE TO MR. IMBRIANI TAKING INTO ACCOUNT
ANY OTHER OBLIGATIONS TO WHICH HE MAY BE SUBJECT.