CONFIDENTIALITY TO WHICH I MAY BE BOUND WITH RESPECT TO ANY CONFIDENTIAL
INFORMATION OF AVERION:
7.1.
I AGREE THAT I 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".
7.2.
I AGREE THAT I HAVE RETURNED ALL AVERION CONFIDENTIAL OR
PROPRIETARY INFORMATION, DOCUMENTS, MATERIALS, APPARATUS, EQUIPMENT, OTHER
PHYSICAL PROPERTY OR THE REPRODUCTION OF ANY SUCH PROPERTY TO AVERION THAT IS IN
MY POSSESSION.
7.3.
I RECOGNIZE 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.
8.
CONFIDENTIALITY OF AGREEMENT.
I AGREE THAT THE TERMS AND
CONDITIONS OF THIS AGREEMENT ARE CONFIDENTIAL AND SHALL NOT BE DISCUSSED,
DISCLOSED OR REVEALED BY ME TO ANY THIRD PARTY, EXCEPT TO MY ATTORNEYS, TAX
ADVISORS AND SPOUSE, AND EXCEPT INSOFAR AS I AM COMPELLED BY LAW TO DISCLOSE IT.
9.
NON-DISPARAGEMENT.
IN ADDITION TO ANY OTHER NON-DISPARAGEMENT
AGREEMENT TO WHICH I MAY BE BOUND, I EXPRESSLY AGREE THAT I WILL NOT IN ANY WAY
DISPARAGE OR OTHERWISE CAUSE TO BE PUBLISHED OR DISSEMINATED ANY NEGATIVE
STATEMENTS, REMARKS, COMMENTS OR INFORMATION REGARDING AVERION OR ANY RELEASEE.
10.
GENERAL.
I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY
UNDERSTAND THE NATURE OF THIS AGREEMENT, THAT I HAVE BEEN ADVISED TO CONSULT
WITH AN ATTORNEY OF MY CHOOSING BEFORE EXECUTING THIS
A-2
AGREEMENT, THAT I HAVE HAD THE OPPORTUNITY TO CONSIDER THIS AGREEMENT, AND THAT
ALL OF MY QUESTIONS CONCERNING THIS AGREEMENT HAVE BEEN ANSWERED TO MY
SATISFACTION.
I ALSO AGREE 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 ME AND EMPLOYER CONCERNING MY EMPLOYMENT
WITH THE SAME, MY SEVERANCE PAY AND BENEFITS AND MY 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 MY EMPLOYMENT
WITH AVERION IN ACCORDANCE WITH THE TERMS OF THE WRITTEN DOCUMENT IN WHICH THEY
ARE CONTAINED.
I ACKNOWLEDGE THAT I HAVE RECEIVED ALL COMPENSATION TO WHICH I
AM CURRENTLY ENTITLED THROUGH MY 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 PARTY
IN SUCH PROCEEDING OR ACTION SHALL BE ENTITLED TO RECOVER FROM THE OTHER ITS
COSTS OF SUIT, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES.
12.
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PRINCIPLES.
I