NOT RENDER THIS AGREEMENT ILLEGAL, INVALID OR
UNENFORCEABLE.
IF ANY TERM SHALL BE HELD ILLEGAL, INVALID OR UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION, THE REMAINING TERMS SHALL REMAIN IN FULL FORCE
AND EFFECT.
THIS AGREEMENT DOES NOT IN ANY WAY LIMIT COMPANY'S RIGHTS UNDER THE
LAWS OF AGENCY, FIDUCIARY OBLIGATION, UNFAIR COMPETITION, TRADE SECRET,
COPYRIGHT, PATENT, TRADEMARK OR ANY OTHER APPLICABLE LAW(S), OR UNDER ANY OTHER
AGREEMENT OR INSTRUMENT, ALL OF WHICH ARE IN ADDITION TO RIGHTS UNDER THIS
AGREEMENT. THE EXISTENCE OF A CLAIM BY EMPLOYEE, WHETHER PREDICATED ON THIS
AGREEMENT OR OTHERWISE, SHALL NOT CONSTITUTE A DEFENSE TO COMPANY'S ENFORCEMENT
OF THIS AGREEMENT.
21.
REMEDIES FOR BREACH.
NOTWITHSTANDING ANY OTHER PROVISIONS SET FORTH
HEREIN, EMPLOYEE UNDERSTANDS AND AGREES THAT ANY BREACH OF THIS AGREEMENT MAY
CAUSE THE COMPANY GREAT AND IRREPARABLE HARM AND THAT IT WOULD BE DIFFICULT OR
IMPOSSIBLE TO ESTABLISH THE FULL MONETARY VALUE OF SUCH DAMAGE. CONSEQUENTLY:
EMPLOYEE COVENANTS AND AGREES THAT ANY BREACH BY EMPLOYEE OF THE AGREEMENT
DURING EMPLOYEE'S EMPLOYMENT WITH THE COMPANY SHALL BE GROUNDS FOR DISCIPLINARY
ACTIONS UP TO AND INCLUDING DISMISSAL OF EMPLOYEE FOR CAUSE.
EMPLOYEE FURTHER COVENANTS AND AGREES THAT IN THE EVENT OF ANY EMPLOYEE BREACH
OF THIS AGREEMENT, EMPLOYEE CONSENTS TO THE ENTRY OF APPROPRIATE PRELIMINARY AND
PERMANENT INJUNCTIONS IN A COURT OF APPROPRIATE JURISDICTION, WITHOUT THE
POSTING OF A BOND OR OTHER SECURITY, IN ADDITION TO WHATEVER OTHER REMEDIES THE
COMPANY MAY HAVE. INJUNCTIVE RELIEF IS IN ADDITION TO ANY OTHER AVAILABLE
REMEDY, INCLUDING DAMAGES.
EMPLOYEE AGREES THAT EMPLOYEE WILL INDEMNIFY AND HOLD THE COMPANY HARMLESS FROM
ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING ATTORNEYS' FEES) INCURRED BY THE
COMPANY ARISING OUT OF EMPLOYEE'S BREACH OF ANY PORTION OF THIS AGREEMENT,
WHETHER OR NOT SUCH BREACH RESULTS IN LITIGATION OR OTHER FORMAL PROCEEDINGS.
11
22.
MISCELLANEOUS.
A.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS EACH OF WHICH IS AN ORIGINAL.
THIS AGREEMENT AND ANY COUNTERPART
SO EXECUTED SHALL BE DEEMED TO BE ONE AND THE SAME INSTRUMENT.
IT SHALL NOT BE
NECESSARY IN MAKING PROOF OF THIS AGREEMENT OR ANY COUNTERPART HEREOF TO PRODUCE
OR ACCOUNT FOR ANY OF THE OTHER COUNTERPARTS.
B.
CONTENTS OF AGREEMENT; PARTIES IN INTEREST, ETC.
THIS AGREEMENT
SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES.
ANY PREVIOUS AGREEMENTS OR
UNDERSTANDINGS BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF ARE
MERGED INTO AND SUPERSEDED BY THIS AGREEMENT.
IF THERE ARE ANY INCONSISTENCIES
BETWEEN THE TERMS OF THIS AGREEMENT AND THE COMPANY'S EMPLOYEE HANDBOOK, THIS
AGREEMENT SHALL CONTROL.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS, TERMS,
CONDITIONS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY THE RESPECTIVE HEIRS, LEGAL
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS OF THE COMPANY AND EMPLOYEE.
NEITHER THIS AGREEMENT NOR ANY RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER MAY BE
ASSIGNED BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY
HERETO.
C.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF