PARTY OR ANY
OF THE PARTIES' REPRESENTATIVES IN CONNECTION WITH ANY SUBSEQUENT LEGAL ACTION
EXCEPT FOR AN ACTION TO ENFORCE THIS AGREEMENT.
8.
CONFIDENTIAL INFORMATION.
EACH PARTY
HERETO UNDERSTANDS THAT DURING EXECUTIVE'S EMPLOYMENT WITH AVERION HE HAD ACCESS
TO AVERION CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO, CLIENT AND
VENDOR LISTS, FINANCIAL DATA, MARKETING PLANS AND SALES TECHNIQUES, THAT HAS OR
COULD HAVE VALUE TO AVERION, WHICH IF DISCLOSED COULD BE DETRIMENTAL TO AVERION,
AND WHICH AVERION HAS TAKEN REASONABLE STEPS TO PREVENT FROM DISCLOSURE TO THE
GENERAL PUBLIC.
IN ADDITION TO ANY OTHER OBLIGATION OF CONFIDENTIALITY TO WHICH
EXECUTIVE MAY BE BOUND WITH RESPECT TO ANY CONFIDENTIAL INFORMATION OF AVERION:
8.1.
Executive agrees that he will not use,
disclose or reveal to any third party any Averion confidential information,
regardless of whether or not such information is marked as "confidential".
A-A-2
8.2.
Executive agrees that he has returned all
Averion confidential or proprietary information, documents, materials,
apparatus, equipment, other physical property or the reproduction of any such
property to Averion.
8.3.
Executive recognizes that the unauthorized use
or disclosure of Averion's confidential information is unlawful and that Averion
may obtain damages against me for any willful misappropriation, including
damages and attorney fees.
9.
CONFIDENTIALITY OF AGREEMENT.
EACH
PARTY AGREES THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE CONFIDENTIAL
AND SHALL NOT BE DISCUSSED, DISCLOSED OR REVEALED BY EITHER TO ANY THIRD PARTY,
EXCEPT TO THEIR RESPECTIVE ATTORNEYS, TAX ADVISORS AND, AS APPLICABLE, SPOUSE,
AND EXCEPT INSOFAR AS EACH IS COMPELLED BY LAW TO DISCLOSE IT.
10.
GENERAL.
EACH PARTY ACKNOWLEDGES THAT SUCH
PARTY HAS CAREFULLY READ AND FULLY UNDERSTANDS THE NATURE OF THIS AGREEMENT,
THAT SUCH PARTY HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF SUCH PARTY'S
CHOOSING BEFORE EXECUTING THIS AGREEMENT, THAT SUCH PARTY HAS HAD THE
OPPORTUNITY TO CONSIDER THIS AGREEMENT, AND THAT ALL OF SUCH PARTY'S QUESTIONS
CONCERNING THIS AGREEMENT HAVE BEEN ANSWERED TO SUCH PARTY'S SATISFACTION.
EACH
PARTY ALSO AGREES THAT ANY RULE OF CONSTRUCTION TO THE EFFECT THAT AMBIGUITIES
ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY WILL NOT APPLY IN THE
INTERPRETATION OF THIS AGREEMENT.
THE PROVISIONS OF THIS AGREEMENT TOGETHER
WITH THE APPLICABLE PROVISIONS OF THE EMPLOYMENT AGREEMENT AND EXHIBITS THERETO,
SET FORTH THE ENTIRE AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY CONCERNING
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE'S SEVERANCE PAY AND BENEFITS
AND HIS TERMINATION OF EMPLOYMENT.
ANY OTHER PROMISES, WRITTEN OR ORAL, ARE
REPLACED BY PROVISION OF THIS AGREEMENT, AND ARE NO LONGER EFFECTIVE UNLESS THEY
ARE CONTAINED IN THIS DOCUMENT OR ARE EXPRESSLY DEEMED TO SURVIVE THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH AVERION IN ACCORDANCE WITH THE TERMS
OF THE WRITTEN DOCUMENT IN WHICH THEY ARE CONTAINED.
EXECUTIVE ACKNOWLEDGES
THAT HE HAS RECEIVED ALL COMPENSATION TO WHICH HE AM CURRENTLY ENTITLED THROUGH
HIS SEPARATION DATE, INCLUDING, WITHOUT LIMITATION, SALARY, BONUSES AND VACATION
PAY.
11.
ATTORNEYS FEES.
IF ANY PROCEEDING OR ACTION
IS BROUGHT BY EITHER PARTY TO ENFORCE OR INTERPRET THE TERMS OF THIS AGREEMENT,
THE PREVAILING