OF THIS AGREEMENT (WHETHER OR NOT SIMILAR), OR A
CONTINUING WAIVER, OR A WAIVER OF ANY SUBSEQUENT BREACH BY A PARTY OF ANY
PROVISION OF THIS AGREEMENT.
(F)
GOVERNING LAW; JURISDICTION.
THE LAWS OF THE STATE OF INDIANA
SHALL GOVERN THE VALIDITY, PERFORMANCE, ENFORCEMENT, INTERPRETATION, AND OTHER
ASPECTS OF THIS AGREEMENT, NOTWITHSTANDING ANY STATE'S CHOICE OF LAW PROVISIONS
TO THE CONTRARY.
THIS AGREEMENT SHALL BE CONSTRUED TO COMPLY WITH CODE
SECTION 409A OR AN EXEMPTION FROM THE APPLICATION OF SECTION 409A.
THE PARTIES
INTEND THE PROVISIONS OF THIS AGREEMENT TO SUPPLEMENT BUT NOT DISPLACE, THEIR
RESPECTIVE OBLIGATIONS AND RESPONSIBILITIES UNDER THE INDIANA UNIFORM TRADE
SECRETS ACT.
ANY PROCEEDING TO ENFORCE, INTERPRET, CHALLENGE THE VALIDITY OF,
OR RECOVER FOR THE BREACH OF ANY PROVISION OF, THIS AGREEMENT MAY BE FILED IN
THE COURTS OF THE STATE OF INDIANA OR THE UNITED STATES DISTRICT COURT SITTING
IN INDIANAPOLIS, INDIANA, AND THE PARTIES HERETO EXPRESSLY WAIVE ANY AND ALL
OBJECTIONS TO PERSONAL JURISDICTION, SERVICE OF PROCESS OR VENUE IN CONNECTION
THEREWITH.
(G)
COMPLETE AGREEMENT; RELEASE.
THIS AGREEMENT CONSTITUTES A
COMPLETE AND TOTAL INTEGRATION OF THE UNDERSTANDING OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS NEGOTIATIONS, COMMITMENTS, AGREEMENTS, WRITINGS, AND DISCUSSIONS
WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
(H)
SEVERABILITY.
IF A COURT HAVING PROPER JURISDICTION HOLDS A
PARTICULAR PROVISION OF THIS AGREEMENT UNENFORCEABLE OR INVALID FOR ANY REASON,
THAT PROVISION SHALL BE MODIFIED ONLY TO THE EXTENT NECESSARY IN THE OPINION OF
SUCH COURT TO MAKE IT ENFORCEABLE AND VALID AND THE REMAINDER OF THIS AGREEMENT
SHALL BE DEEMED VALID AND ENFORCEABLE AND SHALL BE ENFORCED TO THE GREATEST
EXTENT POSSIBLE UNDER THE THEN EXISTING LAW.
IN THE EVENT THE COURT DETERMINES
SUCH MODIFICATION IS NOT POSSIBLE, THE PROVISION SHALL BE DEEMED SEVERABLE AND
DELETED, AND ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL REMAIN UNCHANGED AND
IN FULL FORCE AND EFFECT.
(I)
ENFORCEABILITY IN JURISDICTIONS.
THE PARTIES HERETO INTEND TO
AND HERBY CONFER JURISDICTION TO ENFORCE THE COVENANTS CONTAINED IN SECTION 2
AND 3 ABOVE UPON THE COURTS OF ANY STATE WITHIN THE GEOGRAPHICAL SCOPE OF SUCH
COVENANTS.
IF THE COURTS OF ANY ONE OR MORE OF SUCH STATES SHALL HOLD ANY OF
THE PREVIOUS COVENANTS UNENFORCEABLE BY REASON OF THE BREADTH OF SUCH SCOPE OR
OTHERWISE, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH DETERMINATION NOT
BAR OR IN ANY WAY AFFECT THE COMPANY'S RIGHTS TO THE RELIEF PROVIDED ABOVE IN
THE COURTS OF ANY OTHER STATES
15
WITHIN THE GEOGRAPHICAL SCOPE OF SUCH COVENANTS, AS TO BREACHES OF SUCH
COVENANTS IN SUCH OTHER RESPECTIVE JURISDICTIONS, THE ABOVE COVENANTS AS THEY
RELATE TO EACH STATE BEING, FOR THIS PURPOSE, SEVERABLE INTO DIVERSE AND
INDEPENDENT COVENANTS.
(J)
FAIR DEALING.
THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY HAS
NEGOTIATED THIS AGREEMENT IN GOOD FAITH AND HAS BEEN FAIR IN ITS DEALING WITH
THE EXECUTIVE.
THE EXECUTIVE SHALL NOT RAISE ANY DEFENSE AND EXPRESSLY WAIVES
ANY DEFENSE AGAINST THE COMPANY BASED