EMPLOYEE PURSUANT TO THIS SECTION 11.
12.
NO DISPARAGING STATEMENTS.
DURING THE TERM OF EMPLOYMENT AND FOR
ONE (1) YEAR AFTER TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER, THE
EMPLOYEE AND THE COMPANY AGREE TO REFRAIN FROM MAKING ANY DISPARAGING
STATEMENTS, EITHER ORALLY OR IN WRITING, ABOUT THE OTHER PARTY (AND, ON THE PART
OF THE EMPLOYEE, ABOUT ANY AFFILIATE OF THE COMPANY, OR ANY DIRECTORS, OFFICERS,
SHAREHOLDERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES OF THE COMPANY OR ANY
AFFILIATE THEREOF).
10
13.
SURVIVAL.
THE PROVISIONS OF SECTIONS 8(B), 8(C), 8(D), 8(F), 9,
11, 12, 14, 15, 16 AND 17 HEREOF SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
FOR THE APPLICABLE TIME PERIOD NECESSARY TO FULLY EFFECTUATE THE PROVISIONS OF
SUCH SECTIONS.
14.
COMPLIANCE WITH OTHER AGREEMENTS.
THE EMPLOYEE AND THE COMPANY
EACH HEREBY REPRESENT AND WARRANT TO THE OTHER THAT THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE PERFORMANCE OF SUCH PARTY'S OBLIGATIONS HEREUNDER WILL
NOT, WITH OR WITHOUT THE GIVING OF NOTICE AND/OR THE PASSAGE OF TIME, (I)
VIOLATE ANY JUDGMENT, WRIT, INJUNCTION OR ORDER OF ANY COURT, ARBITRATOR OR
GOVERNMENTAL AGENCY APPLICABLE TO SUCH PARTY, OR (II) CONFLICT WITH, RESULT IN
THE BREACH OF ANY PROVISION OF OR THE TERMINATION OF, OR CONSTITUTE A DEFAULT
UNDER, ANY AGREEMENT TO WHICH SUCH PARTY IS A PARTY OR BY WHICH SUCH PARTY IS OR
MAY BE BOUND.
THE PARTIES AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OTHER FROM
ANY LIABILITY, JUDGMENT OR CLAIM INCURRED, ENTERED OR MADE AGAINST SUCH PARTY
BASED ON ITS RELIANCE ON THE REPRESENTATIONS AND WARRANTIES MADE IN THIS
SECTION 14, INCLUDING ALL COSTS AND EXPENSES AND ATTORNEY'S FEES INCURRED OR
PAID BY SUCH PARTY IN CONNECTION WITH THE FOREGOING.
15.
INJUNCTIVE RELIEF.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE
COMPANY AND ITS AFFILIATES ARE ENGAGED IN A HIGHLY COMPETITIVE BUSINESS AND THAT
THE PROTECTIONS OF THE COMPANY AND EACH SUCH AFFILIATE SET FORTH IN SECTIONS 9,
10 AND 11 OF THIS AGREEMENT ARE FAIR AND REASONABLE AND ARE OF VITAL CONCERN TO
THE COMPANY AND ITS AFFILIATES.
FURTHER, THE EMPLOYEE ACKNOWLEDGES AND AGREES
THAT MONETARY DAMAGES FOR ANY VIOLATION OF SUCH SECTIONS WILL NOT ADEQUATELY
COMPENSATE THE COMPANY AND ITS AFFILIATES WITH RESPECT TO ANY SUCH VIOLATION.
THEREFORE, IN THE EVENT OF A BREACH BY THE EMPLOYEE OF ANY OF THE TERMS AND
PROVISIONS CONTAINED IN SECTIONS 9, 10 OR 11 HEREOF, THE COMPANY SHALL BE
ENTITLED TO INSTITUTE LEGAL PROCEEDINGS TO ENFORCE THE SPECIFIC PERFORMANCE OF
THIS AGREEMENT BY THE EMPLOYEE AND TO ENJOIN THE EMPLOYEE FROM ANY FURTHER
VIOLATIONS.
THE REMEDIES AVAILABLE TO THE COMPANY PURSUANT TO THIS SECTION 15
MAY BE EXERCISED CUMULATIVELY BY THE COMPANY IN CONJUNCTION WITH ALL OTHER
RIGHTS AND REMEDIES PROVIDED BY LAW.
16.
ARBITRATION OF DISPUTES.
IF ANY DISPUTE SHALL ARISE BETWEEN THE
EMPLOYEE AND THE COMPANY IN CONNECTION WITH THIS AGREEMENT, AND SUCH DISPUTE
CANNOT BE RESOLVED AMICABLY BY THE PARTIES, THE SAME SHALL BE CONCLUSIVELY AND
FINALLY RESOLVED BY BINDING ARBITRATION.
ANY PARTY