THAT VENUE FOR ANY SUCH DISPUTES SHALL BE EXCLUSIVELY IN THE STATE
OR FEDERAL COURTS IN DALLAS COUNTY, TEXAS.
8.4
VOLUNTARY AGREEMENT.
THE PARTIES ACKNOWLEDGE THAT EACH HAS HAD AN
OPPORTUNITY TO CONSULT WITH AN ATTORNEY OR OTHER COUNSELOR CONCERNING THE
MEANING, IMPORT, AND
LEGAL SIGNIFICANCE OF THIS AGREEMENT, AND EACH HAS READ THIS AGREEMENT, AS
SIGNIFIED BY THEIR RESPECTIVE SIGNATURES HERETO, AND EACH IS VOLUNTARILY
EXECUTING THE SAME AFTER, IF SOUGHT, ADVICE OF COUNSEL FOR THE PURPOSES AND
CONSIDERATION HEREIN EXPRESSED.
8.5
RESOLUTION OF CERTAIN CONTROVERSIES.
IN THE EVENT OF A BREACH OF
THIS AGREEMENT BY MR. ENGLISH, THOMAS GROUP SHALL BE ENTITLED TO ALL APPROPRIATE
EQUITABLE AND LEGAL RELIEF, INCLUDING, BUT NOT LIMITED TO: (A) INJUNCTION TO
ENFORCE THIS AGREEMENT OR PREVENT CONDUCT IN VIOLATION OF THIS AGREEMENT; (B)
DAMAGES INCURRED BY THOMAS GROUP AS A RESULT OF THE BREACH; AND (C) ATTORNEYS'
FEES AND COSTS INCURRED BY THOMAS GROUP IN ENFORCING THE TERMS OF THIS
AGREEMENT.
ADDITIONALLY, ANY PERIOD OR PERIODS OF BREACH OF SECTION 7 OF THIS
AGREEMENT SHALL NOT COUNT TOWARD THE RESTRICTIVE PERIOD, BUT SHALL INSTEAD BE
ADDED TO THE RESTRICTIVE PERIOD. IN THE EVENT OF ANY CONTROVERSY OR CLAIM
ARISING OUT OF OR RELATED TO THE PROVISIONS CONCERNING THE USE AND PROTECTION OF
CONFIDENTIAL INFORMATION OR THE RESTRICTIVE COVENANTS, THOMAS GROUP SHALL BE
ENTITLED TO SEEK EQUITABLE AND OTHER RELIEF.
IN THE EVENT OF ANY CONTROVERSY OR
CLAIM ARISING OUT OF OR RELATED TO THE OTHER PROVISIONS OF THIS AGREEMENT, THE
PARTIES AGREE FIRST TO TRY IN GOOD FAITH TO SETTLE THE DISPUTE BY NON-BINDING
MEDIATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS
COMMERCIAL MEDIATION RULES.
IN THE EVENT THAT MEDIATION DOES NOT RESOLVE THE
DISPUTE, SUCH DISPUTE SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION IN ACCORDANCE
WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN
DALLAS, TEXAS, AND JUDGMENT MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF. EACH PARTY IS RESPONSIBLE FOR ITS OWN ATTORNEYS' FEES AND COSTS OF
PREPARING FOR AND PRESENTING ITS CASE AT THE ARBITRATION.
HOWEVER, THOMAS GROUP
SHALL PAY THE FEE OF THE AMERICAN ARBITRATION ASSOCIATION, THE ARBITRATION
PANEL'S FEE, AND COSTS ASSOCIATED WITH THE FACILITIES FOR THE ARBITRATION, AND
THE ARBITRATION PANEL SHALL NOT APPORTION THESE COSTS.
8.6
PARTIAL INVALIDITY.
IN THE EVENT ANY COURT OF COMPETENT
JURISDICTION HOLDS ANY PROVISION OF THIS AGREEMENT TO BE INVALID, THE REMAINING
PROVISIONS SHALL NOT BE AFFECTED OR INVALIDATED AND SHALL REMAIN IN FULL FORCE
AND EFFECT.
8.7
REFORMATION.
IN THE EVENT ANY COURT OF COMPETENT JURISDICTION
HOLDS ANY RESTRICTIONS IN THIS AGREEMENT TO BE UNREASONABLE AND/OR UNENFORCEABLE
AS WRITTEN, THE COURT MAY REFORM THE AGREEMENT TO MAKE IT ENFORCEABLE, AND THE
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AS REFORMED BY THE COURT.
8.8
BINDING EFFECT.
THIS AGREEMENT IS FOR THE SOLE AND EXCLUSIVE
BENEFIT OF, AND SHALL BE BINDING UPON MR. ENGLISH, AND HIS LEGAL REPRESENTATIVES
AND THOMAS GROUP AND ANY SUBSIDIARIES, AFFILIATED COMPANIES, SUCCESSORS OR
ASSIGNS OF THOMAS GROUP.
THIS AGREEMENT IS