13.
CONFIDENTIALITY AND PROPRIETARY RIGHTS.
EXECUTIVE AGREES TO
CONTINUE TO ABIDE BY THE INFORMATION AND INVENTIONS AGREEMENT, WHICH IS ATTACHED
TO THIS AGREEMENT AS EXHIBIT B.
14.
NONDISPARAGEMENT.
EXECUTIVE AGREES NOT TO DISPARAGE, DEFAME OR
MAKE ANY NEGATIVE OR CRITICAL PUBLIC STATEMENTS, WHETHER VERBALLY OR IN WRITING,
REGARDING THE PERSONAL OR BUSINESS REPUTATION, TECHNOLOGY, PRODUCTS, PRACTICES
OR CONDUCT OF COMPANY OR ANY OF COMPANY'S OFFICERS OR DIRECTORS.
IN ADDITION,
EXCEPT AS REQUIRED BY LAW, EXECUTIVE SHALL NOT MAKE ANY PUBLIC STATEMENTS
REGARDING COMPANY WITHOUT THE PRIOR WRITTEN APPROVAL OF THE BOARD OF DIRECTORS.
ADDITIONALLY, THE COMPANY AGREES NOT TO DISPARAGE, DEFAME OR MAKE ANY NEGATIVE
OR CRITICAL PUBLIC STATEMENTS, WHETHER VERBALLY OR IN WRITING, REGARDING THE
PERSONAL OR BUSINESS REPUTATION OF EXECUTIVE.
15.
INJUNCTIVE RELIEF.
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE'S BREACH
OF THE COVENANTS CONTAINED IN SECTIONS 13 AND 14 OF THIS AGREEMENT WOULD CAUSE
IRREPARABLE INJURY TO COMPANY AND AGREES THAT IN THE EVENT OF ANY SUCH BREACH,
COMPANY SHALL BE ENTITLED TO SEEK TEMPORARY, PRELIMINARY AND PERMANENT
INJUNCTIVE RELIEF WITHOUT THE NECESSITY OF PROVING ACTUAL DAMAGES OR POSTING ANY
BOND OR OTHER SECURITY.
16.
GENERAL PROVISIONS.
16.1.
SUCCESSORS AND ASSIGNS.
THE RIGHTS AND OBLIGATIONS OF COMPANY
UNDER THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND SHALL BE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF COMPANY.
EXECUTIVE SHALL NOT BE ENTITLED TO ASSIGN
ANY OF EXECUTIVE'S RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT.
16.2.
WAIVER.
THE RIGHTS AND REMEDIES OF THE PARTIES TO THIS AGREEMENT
ARE CUMULATIVE AND NOT ALTERNATIVE.
NEITHER THE FAILURE NOR ANY DELAY BY ANY
PARTY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT OR THE
DOCUMENTS REFERRED TO IN THIS AGREEMENT WILL OPERATE AS A WAIVER OF SUCH RIGHT,
POWER OR PRIVILEGE; AND NO SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER
OR PRIVILEGE WILL PRECLUDE ANY OTHER OR FURTHER EXERCISE OF SUCH RIGHT, POWER OR
PRIVILEGE OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) NO CLAIM OR RIGHT ARISING OUT OF
THIS AGREEMENT OR THE DOCUMENTS REFERRED TO IN THIS AGREEMENT CAN BE DISCHARGED
BY ONE PARTY, IN WHOLE OR IN PART, BY A WAIVER OR RENUNCIATION OF THE CLAIM OR
RIGHT UNLESS IN WRITING SIGNED BY THE OTHER PARTY; (II) NO WAIVER THAT MAY BE
GIVEN BY A PARTY WILL BE APPLICABLE EXCEPT IN THE SPECIFIC INSTANCE FOR WHICH IT
IS GIVEN; AND (III) NO NOTICE TO OR DEMAND ON ONE PARTY WILL BE DEEMED TO BE A
WAIVER OF ANY OBLIGATION OF SUCH PARTY OR OF THE RIGHT OF THE PARTY GIVING SUCH
NOTICE OR DEMAND TO TAKE FURTHER ACTION WITHOUT NOTICE OR DEMAND AS PROVIDED IN
THIS AGREEMENT OR THE DOCUMENTS REFERRED TO IN THIS AGREEMENT.
16.3.
SEVERABILITY.
IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS
FOUND TO BE UNENFORCEABLE, INVALID OR ILLEGAL BY AN ARBITRATOR OR COURT OF
COMPETENT JURISDICTION, SUCH
7
PROVISION SHALL BE DEEMED MODIFIED TO THE EXTENT NECESSARY TO ALLOW
ENFORCEABILITY OF