SUBSIDIARIES OR AFFILIATES, NOR SHALL HE USE OR DISCLOSE TO ANY PERSON,
PARTNERSHIP, ASSOCIATION, CORPORATION OR OTHER ENTITY ANY INFORMATION OBTAINED
CONCERNING THE NAMES AND ADDRESSES OF ANY RELEASEE'S EMPLOYEES.
THE THREE
(3) YEAR PERIOD CONTAINED IN THIS PARAGRAPH 10 SHALL BE TOLLED ON A DAY-FOR-DAY
BASIS FOR EACH DAY DURING WHICH THE EXECUTIVE PARTICIPATES IN ANY ACTIVITY IN
VIOLATION OF SUCH RESTRICTIONS.
EXECUTIVE REPRESENTS AND WARRANTS THAT HE HAS
NOT VIOLATED THE RESTRICTIONS CONTAINED IN THIS PARAGRAPH 10, AND AGREES THAT
HIS REPRESENTATION SURVIVES THIS AGREEMENT INDEFINITELY.
EXECUTIVE AGREES THAT
THE ABOVE RESTRICTIONS ON HIRING AND SOLICITATION ARE COMPLETELY SEVERABLE AND
INDEPENDENT AGREEMENTS SUPPORTED BY GOOD AND VALUABLE CONSIDERATION AND, AS
SUCH, SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
EXECUTIVE FURTHER AGREES THAT ANY INVALIDITY AND UNENFORCEABILITY OF ANY ONE OR
MORE OF SUCH RESTRICTIONS ON HIRING AND SOLICITATION SHALL NOT RENDER INVALID OR
UNENFORCEABLE ANY REMAINING RESTRICTIONS ON HIRING AND SOLICITATION.
ADDITIONALLY, SHOULD AN ARBITRATOR AND/OR COURT OF COMPETENT JURISDICTION
DETERMINE THAT THE SCOPE OF ANY PROVISION OF THIS PARAGRAPH 10 IS TOO BROAD TO
BE ENFORCED AS WRITTEN, EXECUTIVE AGREES AND INTENDS THAT THE ARBITRATOR AND/OR
COURT REFORM THE PROVISION TO SUCH NARROWER SCOPE AS IT DETERMINES TO BE
REASONABLE AND ENFORCEABLE.
THIS PARAGRAPH IS A MATERIAL INDUCEMENT TO THE
BENEFITS PROVIDED UNDER THIS AGREEMENT.
ANY RELEASEE MAY ENFORCE THIS PARAGRAPH
WITHOUT POSTING A BOND.
6
11.
BY ENTERING INTO THIS AGREEMENT, THE PARTIES DO NOT ADMIT, AND DO
SPECIFICALLY DENY, ANY VIOLATION OF ANY CONTRACT, LOCAL, STATE, OR FEDERAL LAW,
COMMON OR STATUTORY.
NEITHER THE EXECUTION OF THIS AGREEMENT NOR COMPLIANCE
WITH ITS TERMS, NOR THE CONSIDERATION PROVIDED FOR HEREIN SHALL CONSTITUTE OR BE
CONSTRUED AS AN ADMISSION BY ANY PARTY (OR ANY PARTY'S AGENTS, REPRESENTATIVES,
ATTORNEYS, OR EMPLOYERS) OF ANY FAULT, WRONGDOING, OR LIABILITY WHATSOEVER, AND
THE PARTIES ACKNOWLEDGE THAT ALL SUCH LIABILITY IS EXPRESSLY DENIED.
THIS
AGREEMENT HAS BEEN ENTERED INTO IN RELEASE AND COMPROMISE OF CLAIMS AS STATED
HEREIN AND TO AVOID THE EXPENSE AND BURDEN OF DISPUTE RESOLUTION.
12.
IF ANY PROVISION OR TERM OF THIS AGREEMENT IS HELD TO BE ILLEGAL,
INVALID, OR UNENFORCEABLE, SUCH PROVISION OR TERM SHALL BE FULLY SEVERABLE; THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL, INVALID, OR
UNENFORCEABLE PROVISION HAD NEVER COMPRISED PART OF THIS AGREEMENT; AND THE
REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND
SHALL NOT BE AFFECTED BY THE ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION OR BY
ITS SEVERANCE FROM THIS AGREEMENT.
FURTHERMORE, IN LIEU OF EACH SUCH ILLEGAL,
INVALID, OR UNENFORCEABLE PROVISION OR TERM THERE SHALL BE ADDED AUTOMATICALLY
AS A PART OF THIS AGREEMENT ANOTHER PROVISION OR TERM AS SIMILAR TO THE ILLEGAL,
INVALID, OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE AND THAT IS LEGAL, VALID,
AND ENFORCEABLE.
13.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES,
AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS, ORAL
OR WRITTEN, WITH RESPECT TO ITS SUBJECT MATTER, EXCEPT THAT THIS AGREEMENT