TO APPLY AS TO SUCH MAXIMUM TIME AND TERRITORY
AND TO SUCH MAXIMUM EXTENT AS SUCH COURT MAY JUDICIALLY DETERMINE OR INDICATE TO
BE ENFORCEABLE, AND THE PARTIES AUTHORIZE ANY COURT REACHING A DETERMINATION
THAT THE COVENANTS ARE UNENFORCEABLE TO PARTIALLY ENFORCE OR "BLUE PENCIL" THOSE
COVENANTS SO THAT THEY ARE ENFORCED TO AN EXTENT THAT COMPLIES WITH APPLICABLE
LAW.
ALTERNATIVELY, IF ANY COURT OF COMPETENT JURISDICTION FINDS THAT ANY
RESTRICTION CONTAINED IN THIS SECTION 7 IS UNENFORCEABLE, AND SUCH RESTRICTION
CANNOT BE AMENDED SO AS TO MAKE IT ENFORCEABLE, SUCH FINDING SHALL NOT AFFECT
THE ENFORCEABILITY OF ANY OF THE OTHER
7
RESTRICTIONS CONTAINED HEREIN.
IF A MATERIAL CHANGE IN THE NATURE OF THE
EXECUTIVE'S EMPLOYMENT RESPONSIBILITIES OR THE COMPANY'S BUSINESS RENDERS ANY
PARAMETER OF THE NON-COMPETITION OR NON-SOLICITATION COVENANTS UNREASONABLE OR
INEXACT, THEN THE PARTIES AGREE TO AMEND THE COVENANTS TO MAKE THEM CONFORM TO
THE CHANGED NATURE OF THE EMPLOYMENT DUTIES OR THE COMPANY'S BUSINESS.
(E)
SINCE THE COMPANY'S REMEDIES AT LAW FOR A BREACH OR THREATENED
BREACH OF ANY OF THE PROVISIONS OF SECTION 7 WOULD BE INADEQUATE AND THE COMPANY
WOULD SUFFER IRREPARABLE DAMAGES AS A RESULT OF SUCH BREACH OR THREATENED
BREACH, IN THE EVENT OF SUCH A BREACH OR THREATENED BREACH, IN ADDITION TO ANY
REMEDIES AT LAW, THE COMPANY, WITHOUT POSTING ANY BOND, SHALL BE ENTITLED TO
CEASE MAKING ANY PAYMENTS OR PROVIDING ANY BENEFIT OTHERWISE REQUIRED BY THIS
AGREEMENT AND OBTAIN EQUITABLE RELIEF IN THE FORM OF SPECIFIC PERFORMANCE,
TEMPORARY RESTRAINING ORDER, TEMPORARY OR PERMANENT INJUNCTION OR ANY OTHER
EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE.
(F)
THE OBLIGATIONS CONTAINED IN THIS SECTION 7 WILL SURVIVE THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT AND WILL BE FULLY ENFORCEABLE THEREAFTER.
IF IT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN ANY STATE THAT ANY
RESTRICTION IN THESE RESTRICTIVE COVENANTS IS EXCESSIVE IN DURATION OR SCOPE OR
EXTENDS FOR TOO LONG A PERIOD OF TIME OR OVER TOO GREAT A RANGE OF ACTIVITIES OR
IN TOO BROAD A GEOGRAPHIC AREA OR IS UNREASONABLE OR UNENFORCEABLE UNDER THE
LAWS OF THAT STATE, IT IS THE INTENTION OF THE PARTIES THAT SUCH RESTRICTION MAY
BE MODIFIED OR AMENDED BY THE COURT TO RENDER IT ENFORCEABLE TO THE MAXIMUM
EXTENT PERMITTED BY THE LAW OF THAT STATE OR JURISDICTION.
8.
CONFIDENTIALITY AND NON-DISPARAGEMENT.
(A)
CONFIDENTIALITY.
(I)
THE EXECUTIVE WILL NOT AT ANY TIME (WHETHER DURING OR AFTER THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY) (A) RETAIN OR USE FOR THE BENEFIT,
PURPOSES OR ACCOUNT OF THE EXECUTIVE OR ANY OTHER PERSON, OR (B) DISCLOSE,
DIVULGE, REVEAL, COMMUNICATE, SHARE, TRANSFER OR PROVIDE ACCESS TO ANY PERSON
OUTSIDE THE COMPANY OR ITS AFFILIATES (OTHER THAN ITS PROFESSIONAL ADVISERS WHO
ARE BOUND BY CONFIDENTIALITY OBLIGATIONS), ANY NON-PUBLIC, PROPRIETARY OR
CONFIDENTIAL INFORMATION, INCLUDING, WITHOUT LIMITATION, TRADE SECRETS,
KNOW-HOW, RESEARCH AND DEVELOPMENT, SOFTWARE, DATABASES, INVENTIONS, PROCESSES,
FORMULAE, TECHNOLOGY, DESIGNS AND OTHER INTELLECTUAL PROPERTY, INFORMATION
CONCERNING FINANCES, INVESTMENTS, PROFITS, PRICING, COSTS, PRODUCTS, SERVICES,
VENDORS, CUSTOMERS, CLIENTS, PARTNERS, INVESTORS, PERSONNEL, COMPENSATION,
RECRUITING, TRAINING, ADVERTISING,