EFFECT. UPON TERMINATION, ASSOCIATE
WILL IMMEDIATELY DELIVER TO EMPLOYER ALL PROPERTY BELONGING TO EMPLOYER THEN IN
THE ASSOCIATE'S POSSESSION OR CONTROL, INCLUDING ALL DOCUMENTS (AS DEFINED
HEREIN) EMBODYING CONFIDENTIAL INFORMATION. AS USED HEREIN, "DOCUMENTS" SHALL
MEAN ORIGINALS OR COPIES OF FILES, MEMORANDA,
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CORRESPONDENCE, NOTES, MANUALS, PHOTOGRAPHS, SLIDES, OVERHEADS, AUDIO OR VIDEO
TAPES, CASSETTES, OR DISKS, AND RECORDS MAINTAINED ON COMPUTER OR OTHER
ELECTRONIC MEDIA.
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NOTICE TO FUTURE EMPLOYERS. FOR THE PERIOD OF TWO (2) YEARS IMMEDIATELY
FOLLOWING THE END OF ASSOCIATE'S EMPLOYMENT WITH THE CORPORATION, ASSOCIATE WILL
INFORM EACH NEW EMPLOYER, IN WRITING, PRIOR TO ACCEPTING EMPLOYMENT, OF THE
EXISTENCE AND DETAILS OF THIS AGREEMENT AND WILL PROVIDE THAT EMPLOYER WITH A
COPY OF THIS AGREEMENT. ASSOCIATE WILL SEND A COPY OF EACH SUCH WRITING TO THE
CORPORATION AT THE TIME THE ASSOCIATE INFORMS EACH NEW EMPLOYER OF THE
AGREEMENT.
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REMEDIES.
ASSOCIATE ACKNOWLEDGES THAT THIS AGREEMENT, ITS TERMS AND HIS/HER
COMPLIANCE IS NECESSARY TO PROTECT THE CORPORATION'S CONFIDENTIAL AND
PROPRIETARY INFORMATION, ITS BUSINESS AND ITS GOODWILL; AND THAT A BREACH OF ANY
OF ASSOCIATE'S PROMISES CONTAINED IN THIS AGREEMENT WILL IRREPARABLY AND
CONTINUALLY DAMAGE THE CORPORATION TO AN EXTENT THAT MONEY DAMAGES MAY NOT BE
ADEQUATE. FOR THESE REASONS, ASSOCIATE AGREES THAT IN THE EVENT OF A BREACH OR
THREATENED BREACH BY THE ASSOCIATE OF THIS AGREEMENT, THE CORPORATION SHALL BE
ENTITLED TO A TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION RESTRAINING
ASSOCIATE FROM SUCH BREACH. NOTHING CONTAINED IN THIS PROVISION SHALL BE
CONSTRUED AS PROHIBITING THE CORPORATION FROM PURSUING ANY OTHER REMEDIES
AVAILABLE FOR SUCH BREACH OR THREATENED BREACH OR ANY OTHER BREACH OF THIS
AGREEMENT. IF ASSOCIATE VIOLATES THIS AGREEMENT, THEN THE DURATION OF THE
RESTRICTIONS CONTAINED IN PARAGRAPHS 2 AND 3 SHALL BE EXTENDED FOR AN AMOUNT OF
TIME EQUAL TO THE PERIOD OF TIME DURING WHICH ASSOCIATE WAS IN VIOLATION OF THE
AGREEMENT.
5
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ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES WITH REGARD TO THE SUBJECT MATTER OF THIS
AGREEMENT, IS BINDING UPON AND INURES TO THE BENEFIT OF THE PARTIES, AND IT
SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN THE
CORPORATION AND ASSOCIATE.
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MODIFICATION.
THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY AN
INSTRUMENT IN WRITING EXECUTED BY THE PARTIES HERETO, OR IN ACCORDANCE WITH
PARAGRAPH 15 HEREIN.
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GOVERNING LAW AND VENUE.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND MAY BE
ENFORCED IN ANY COURT OF COMPETENT JURISDICTION.
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WAIVER.
IF IN ONE OR MORE INSTANCES EITHER PARTY FAILS TO INSIST THAT THE
OTHER PARTY PERFORM ANY OF THIS AGREEMENT'S TERMS, THIS FAILURE SHALL NOT BE
CONSTRUED AS A WAIVER BY THE PARTY OF ANY PAST, PRESENT, OR FUTURE RIGHT GRANTED
UNDER THIS AGREEMENT; THE OBLIGATIONS OF BOTH PARTIES UNDER THIS AGREEMENT SHALL
CONTINUE IN FULL FORCE AND EFFECT.
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ASSIGNMENT. THIS AGREEMENT MAY NOT BE ASSIGNED BY ASSOCIATE. THE CORPORATION
SHALL HAVE THE