CUSTOMER NOT TO ESTABLISH A RELATIONSHIP WITH THE COMPANY; OR
3
(III)
SOLICIT OR DO ANY SOLICITED OR UNSOLICITED
BUSINESS WHICH WOULD COMPETE WITH THE COMPANY'S BUSINESS WITH ANY CURRENT
CUSTOMER OR FORMER CUSTOMER WITHIN TWO (2) YEARS OF DATE OF TERMINATION.
IN LIGHT OF THE FACT THAT THE COMPANY'S CUSTOMERS AND SALES ARE THROUGHOUT THE
ENTIRE UNITED STATES, THE RESTRICTIONS SET FORTH IN THIS PARAGRAPH 7(B) SHALL
APPLY THROUGHOUT THE ENTIRE UNITED STATES.
(C)
EMPLOYEE ACKNOWLEDGES AND AGREES THAT, IN
VIEW OF THE NATURE OF THE BUSINESS IN WHICH THE COMPANY IS ENGAGED, THE
RESTRICTIONS CONTAINED IN PARAGRAPHS 7(A) AND 7(B) ABOVE ARE REASONABLE AND
NECESSARY TO PROTECT THE LEGITIMATE INTERESTS OF THE COMPANY, AND THAT ANY
VIOLATION THEREOF WOULD RESULT IN IRREPARABLE INJURIES TO THE COMPANY, AND
EMPLOYEE THEREFORE ACKNOWLEDGES AND AGREES THAT, IN THE EVENT OF HIS VIOLATION
OF ANY OF THESE RESTRICTIONS, THE COMPANY SHALL BE ENTITLED TO OBTAIN FROM ANY
COURT OF COMPETENT JURISDICTION PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF AS
WELL AS DAMAGES AND AN EQUITABLE ACCOUNTING OF ALL EARNINGS, PROFITS AND OTHER
BENEFITS ARISING FROM SUCH VIOLATION, WHICH RIGHTS SHALL BE CUMULATIVE AND IN
ADDITION TO ANY OTHER RIGHTS OR REMEDIES TO WHICH THE COMPANY MAY BE ENTITLED.
(D)
EMPLOYEE FURTHER AGREES THAT IF ANY OR ANY
PORTION OF THE FOREGOING COVENANTS, OR THE APPLICATION THEREOF, IS CONSTRUED TO
BE INVALID OR UNENFORCEABLE, THE REMAINDER OF SUCH COVENANT OR COVENANTS SHALL
NOT BE AFFECTED AND THE REMAINING COVENANT OR COVENANTS SHALL THEN BE GIVEN FULL
FORCE AND EFFECT WITHOUT REGARD TO THE INVALID OR UNENFORCEABLE PORTION(S).
IF
A COVENANT IS HELD TO BE UNENFORCEABLE BECAUSE OF THE AREA COVERED, THE DURATION
THEREOF AND/OR THE SCOPE THEREOF, EMPLOYEE AGREES THAT THE COURT MAKING SUCH
DETERMINATION SHALL HAVE THE POWER TO REDUCE THE AREA AND/OR THE DURATION AND/OR
SCOPE THEREOF, AND THE COVENANT SHALL THEN BE ENFORCEABLE IN ITS REDUCED FORM.
(E)
IN THE EVENT EMPLOYEE VIOLATES ANY OF THE
RESTRICTIONS CONTAINED IN THIS PARAGRAPH 7, THE COMPANY SHALL HAVE THE RIGHT, IN
ITS SOLE DISCRETION, TO CEASE MAKING ANY PAYMENTS TO EMPLOYEE WHICH OTHERWISE
MAY BE REQUIRED PURSUANT TO PARAGRAPH 5(B) ABOVE; HOWEVER, THIS SHALL NOT AFFECT
THE VALIDITY OR ENFORCEABILITY OF THE COVENANTS IN PARAGRAPHS
7(A) AND 7(B) ABOVE, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
(F)
EMPLOYEE ACKNOWLEDGES THAT HE IS NOT
ELIGIBLE FOR THE SEVERANCE PAYMENTS SET FORTH IN PARAGRAPH 5(B) ABOVE UNDER ANY
OTHER POLICY, PLAN, AGREEMENT OR PRACTICE AND THAT THE POTENTIAL TO RECEIVE
THESE SEVERANCE PAYMENT IN ADDITION TO THE COMPANY'S HIRING OF EMPLOYEE
CONSTITUTES ADEQUATE CONSIDERATION FOR EMPLOYEE'S AGREEING TO BE BOUND BY THE
COVENANTS CONTAINED IN THIS PARAGRAPH 7.
(G)
EMPLOYEE REPRESENTS AND WARRANTS THAT THE
KNOWLEDGE, SKILL AND ABILITIES HE POSSESSES AT THE TIME OF HIS EXECUTION OF THIS
AGREEMENT ARE SUFFICIENT TO PERMIT HIM TO EARN A LIVING
DURING THE RESTRICTIVE
PERIOD WHILE HONORING HIS COMMITMENTS SET FORTH IN THIS AGREEMENT.
8.
PRIOR AGREEMENTS.
EMPLOYEE REPRESENTS
TO THE COMPANY THAT:
(A)
THERE ARE