PERTAINING TO THE BUSINESS OF
MEDQUIST, OR ITS CUSTOMERS OR VENDORS, AS WELL AS ANY CREDIT CARDS, KEYS,
IDENTIFICATION CARDS, AND ANY OTHER DOCUMENTS, WRITINGS AND MATERIALS THAT
LAVELLE CAME TO POSSESS OR OTHERWISE ACQUIRED AS A RESULT OF AND/OR IN
CONNECTION WITH LAVELLE'S EMPLOYMENT WITH MEDQUIST.
SHOULD LAVELLE LATER FIND ANY MEDQUIST PROPERTY IN LAVELLE'S POSSESSION, LAVELLE
AGREES TO IMMEDIATELY RETURN IT.
LAVELLE FURTHER AGREES NOT TO MAINTAIN ANY
COPIES OF SAID PROPERTY OR MAKE ANY COPIES OF SAID PROPERTY AVAILABLE TO ANY
THIRD PARTY.
12.
NON-DISPARAGEMENT.
THE PARTIES AGREE NOT TO ENGAGE IN ANY FORM OF
CONDUCT OR TO MAKE ANY STATEMENTS OR REPRESENTATIONS THAT DISPARAGE OR OTHERWISE
IMPAIR THE REPUTATION, GOODWILL OR COMMERCIAL INTERESTS OF LAVELLE OR MEDQUIST;
PROVIDED, HOWEVER, THAT NOTHING IN THIS PARAGRAPH SHALL PROHIBIT LAVELLE FROM
LAWFULLY RESPONDING TO ANY INQUIRY IN CONNECTION WITH A GOVERNMENT INVESTIGATION
OR PROCEEDING, OR IN RESPONSE TO A LAWFULLY-ISSUED SUBPOENA THAT IS SERVED UPON
LAVELLE, REQUIRING HIM TO GIVE TESTIMONY.
13.
REMEDIES FOR BREACH.
LAVELLE UNDERSTANDS AND AGREES THAT A BREACH
OF THIS AGREEMENT OR ANY PROVISION OF THE EMPLOYMENT AGREEMENT THAT SURVIVES ITS
EXPIRATION WILL RESULT IN IMMEDIATE AND IRREPARABLE INJURY TO MEDQUIST.
LAVELLE, THEREFORE, AGREES THAT, IN ADDITION TO ANY REMEDY MEDQUIST MAY HAVE
UNDER THE AGREEMENT, THE EMPLOYMENT AGREEMENT, OR APPLICABLE LAW, MEDQUIST SHALL
BE ENTITLED TO A FORFEITURE OF ANY AMOUNTS STILL DUE AND OWING TO LAVELLE UNDER
THE TERMS OF THIS AGREEMENT OR THE EMPLOYMENT AGREEMENT.
NOTHING HEREIN SHALL
BE CONSTRUED AS PROHIBITING MEDQUIST FROM PURSUING ANY OTHER REMEDIES FOR ANY
BREACH.
14.
NON-ADMISSION BY MEDQUIST.
LAVELLE UNDERSTANDS AND AGREES THAT
THIS AGREEMENT SHALL NOT BE DEEMED OR CONSTRUED AS AN ADMISSION OF LIABILITY BY
MEDQUIST FOR ANY PURPOSE.
SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING,
LAVELLE UNDERSTANDS AND AGREES THAT THIS AGREEMENT SHALL NOT CONSTITUTE AN
ADMISSION THAT ANY ACTION BY MEDQUIST RELATING TO LAVELLE WAS IN ANY WAY
WRONGFUL OR UNLAWFUL.
LAVELLE FURTHER AGREES THAT NOTHING CONTAINED IN THIS
AGREEMENT CAN BE USED BY LAVELLE, OR ANY OTHER INDIVIDUAL IN ANY WAY AS
PRECEDENT FOR FUTURE DEALINGS WITH MEDQUIST, OR ANY OF ITS OFFICERS, DIRECTORS,
ATTORNEYS, AGENTS OR EMPLOYEES.
15.
GENERAL.
(A)
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS FOUND BY A
COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, IN WHOLE OR IN PART, THEN
THAT PROVISION WILL BE ELIMINATED, MODIFIED OR RESTRICTED IN WHATEVER MANNER IS
NECESSARY TO MAKE THE REMAINING PROVISIONS ENFORCEABLE TO THE MAXIMUM EXTENT
ALLOWABLE BY LAW.
(B)
SUCCESSORS.
THIS AGREEMENT SHALL BE BINDING UPON, ENFORCEABLE BY,
AND INURE TO THE BENEFIT OF LAVELLE, MEDQUIST AND EACH RELEASEE, AND LAVELLE'S
AND MEDQUIST'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES, AND TO ANY SUCCESSOR OR
ASSIGN OF EACH RELEASEE, BUT NEITHER THIS AGREEMENT, NOR ANY RIGHTS, PAYMENTS,
OR OBLIGATIONS ARISING HEREUNDER MAY BE ASSIGNED, PLEDGED, TRANSFERRED, OR
HYPOTHECATED BY LAVELLE OR MEDQUIST.
(C)
CONTROLLING LAW AND VENUE.
THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED UNDER THE LAWS OF AND BEFORE THE COURTS