OTHER PARTY HAVING MATERIAL BUSINESS RELATIONS WITH THE COMPANY;
5
(III)
HIRE, EMPLOY, RETAIN AS A CONSULTANT, SOLICIT, OR ENDEAVOR TO
ENTICE AWAY FROM THE COMPANY, OR OTHERWISE MATERIALLY INTERFERE WITH THE
BUSINESS RELATIONSHIP OF THE COMPANY WITH, ANY PERSON OR ENTITY WHO IS, OR WAS
WITHIN THE ONE-YEAR PERIOD IMMEDIATELY PRIOR THERETO, AN EMPLOYEE OF OR
CONSULTANT TO THE COMPANY.
(B)
DEFINITIONS.
(I)
"RESTRICTED PERIOD" MEANS THE PERIOD BEGINNING ON THE CLOSING
DATE AND ENDING ON THE LATER OF THE FIVE-YEAR ANNIVERSARY OF THE CLOSING DATE OR
THE ONE-YEAR ANNIVERSARY OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY, IRRESPECTIVE OF WHETHER SUCH EMPLOYMENT IS UNDER THIS AGREEMENT AND
IRRESPECTIVE OF WHETHER THE EXECUTIVE RESIGNS OR IS TERMINATED WITH OR WITHOUT
CAUSE.
(II)
"RESTRICTED TERRITORY" MEANS ANYWHERE THE COMPANY DOES BUSINESS
OR IS ANTICIPATING OR PLANNING TO DO BUSINESS.
(C)
SEVERABILITY.
IF ANY COURT OF COMPETENT JURISDICTION SHALL AT ANY
TIME DEEM THE DURATION OR THE GEOGRAPHIC SCOPE OF ANY OF THE PROVISIONS OF THIS
SECTION 8 UNENFORCEABLE, THE OTHER PROVISIONS OF THIS SECTION 8 SHALL
NEVERTHELESS STAND AND THE DURATION AND/OR GEOGRAPHIC SCOPE SET FORTH HEREIN
SHALL BE DEEMED TO BE THE LONGEST PERIOD AND/OR GREATEST SIZE PERMISSIBLE BY LAW
UNDER THE CIRCUMSTANCES, AND THE PARTIES HERETO AGREE THAT SUCH COURT SHALL
REDUCE THE TIME PERIOD AND/OR GEOGRAPHIC SCOPE TO PERMISSIBLE DURATION OR SIZE.
SECTION 9.
ACKNOWLEDGEMENTS:
EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE IS
AGREEING TO THE PROMISES AND RESTRICTIVE COVENANTS SET FORTH IN SECTIONS 7 AND 8
HEREIN IN CONNECTION WITH THE SALE OF HIS OWNERSHIP INTEREST IN BLUE CHIP
TECHNOLOGIES IN ACCORDANCE WITH THE TERMS SET FORTH IN THE MERGER AGREEMENT, AND
THAT HE IS AGREEING TO SUCH COVENANTS NOT SOLELY IN CONNECTION WITH HIS
EMPLOYMENT HEREUNDER.
IN FURTHERANCE OF THE FOREGOING, EXECUTIVE ACKNOWLEDGES
AND AGREES THAT THE AGREEMENTS AND COVENANTS CONTAINED IN SECTIONS 7 AND 8 ARE
REASONABLE AND VALID IN GEOGRAPHICAL AND TEMPORAL SCOPE AND IN ALL OTHER
RESPECTS, AND THEY ARE ESSENTIAL TO PROTECT THE VALUE OF THE COMPANY'S BUSINESS
AND ASSETS.
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT, THROUGH HIS
OWNERSHIP OF THE MAJORITY OF THE EQUITY IN BLUE CHIP TECHNOLOGIES FOR WHICH HE
WILL RECEIVE SUBSTANTIAL CONSIDERATION PURSUANT TO THE MERGER AGREEMENT, HIS
HISTORICAL EMPLOYMENT WITH BLUE CHIP TECHNOLOGIES, AND HIS CONTINUED EMPLOYMENT
RELATIONSHIP WITH THE COMPANY FOLLOWING THE MERGER, EXECUTIVE HAS OBTAINED TRADE
SECRETS AND CONFIDENTIAL INFORMATION RELATING TO BLUE CHIP TECHNOLOGIES AND
DEVELOPED CUSTOMER RELATIONSHIPS AND GOODWILL ON BEHALF OF BLUE CHIP
TECHNOLOGIES, AND EXECUTIVE WILL OBTAIN TRADE SECRETS AND CONFIDENTIAL
INFORMATION RELATING TO THE COMPANY AND DEVELOP CUSTOMER RELATIONSHIPS AND
GOODWILL ON BEHALF OF THE COMPANY.
FURTHER, THERE IS A SUBSTANTIAL PROBABILITY
THAT SUCH TRADE SECRETS, CONFIDENTIAL INFORMATION, CUSTOMER RELATIONSHIPS, AND
GOODWILL COULD BE USED TO THE SUBSTANTIAL ADVANTAGE OF A COMPETITOR OF THE
COMPANY AND TO THE COMPANY'S SUBSTANTIAL DETRIMENT.
FOR PURPOSES OF SECTIONS
7-10, REFERENCES TO THE COMPANY SHALL BE DEEMED TO INCLUDE ITS SUBSIDIARIES.
SECTION 10.
REMEDIES:
EXECUTIVE AGREES THAT A BREACH BY HIM OF