THE
PROVISIONS OF THIS AGREEMENT SHALL NOT BE RENDERED VOID BUT SHALL BE DEEMED
AMENDED TO APPLY AS TO SUCH MAXIMUM TIME AND TERRITORY AND TO SUCH MAXIMUM
EXTENT AS SUCH COURT MAY JUDICIALLY DETERMINE OR INDICATE TO BE ENFORCEABLE.
ALTERNATIVELY, IF ANY COURT OF COMPETENT JURISDICTION FINDS THAT ANY RESTRICTION
CONTAINED IN THIS AGREEMENT IS UNENFORCEABLE, AND SUCH RESTRICTION CANNOT BE
AMENDED SO AS TO MAKE IT ENFORCEABLE, SUCH FINDING SHALL NOT AFFECT THE
ENFORCEABILITY OF ANY OF THE OTHER RESTRICTIONS CONTAINED HEREIN.
6
8.
CONFIDENTIALITY.
THE EXECUTIVE WILL NOT AT ANY TIME (WHETHER
DURING OR AFTER HIS EMPLOYMENT WITH THE COMPANY) DISCLOSE OR USE FOR HIS OWN
BENEFIT OR PURPOSES OR THE BENEFIT OR PURPOSES OF ANY OTHER PERSON, FIRM,
PARTNERSHIP, JOINT VENTURE, ASSOCIATION, CORPORATION OR OTHER BUSINESS
ORGANIZATION, ENTITY OR ENTERPRISE OTHER THAN THE COMPANY AND ANY OF ITS
SUBSIDIARIES OR AFFILIATES, ANY TRADE SECRETS, INFORMATION, DATA, OR OTHER
CONFIDENTIAL INFORMATION RELATING TO CUSTOMERS, DEVELOPMENT PROGRAMS, COSTS,
MARKETING, TRADING, INVESTMENT, SALES ACTIVITIES, PROMOTION, CREDIT AND
FINANCIAL DATA, MANUFACTURING PROCESSES, FINANCING METHODS, PLANS, OR THE
BUSINESS AND AFFAIRS OF THE COMPANY GENERALLY, OR OF ANY SUBSIDIARY OR AFFILIATE
OF THE COMPANY, PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO INFORMATION WHICH
IS GENERALLY KNOWN TO THE INDUSTRY OR THE PUBLIC OTHER THAN AS A RESULT OF THE
EXECUTIVE'S BREACH OF THIS COVENANT.
THE EXECUTIVE AGREES THAT UPON TERMINATION
OF HIS EMPLOYMENT WITH THE COMPANY FOR ANY REASON, HE WILL RETURN TO THE COMPANY
IMMEDIATELY ALL MEMORANDA, BOOKS, PAPERS, PLANS, INFORMATION, LETTERS AND OTHER
DATA, AND ALL COPIES THEREOF OR THEREFROM, IN ANY WAY RELATING TO THE BUSINESS
OF THE COMPANY AND ITS AFFILIATES, EXCEPT THAT HE MAY RETAIN PERSONAL NOTES,
NOTEBOOKS AND DIARIES.
THE EXECUTIVE FURTHER AGREES THAT HE WILL NOT RETAIN OR
USE FOR HIS ACCOUNT AT ANY TIME ANY TRADE NAMES, TRADEMARK OR OTHER PROPRIETARY
BUSINESS DESIGNATION USED OR OWNED IN CONNECTION WITH THE BUSINESS OF THE
COMPANY OR ITS AFFILIATES.
9.
SPECIFIC PERFORMANCE.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT
THE COMPANY'S REMEDIES AT LAW FOR A BREACH OR THREATENED BREACH OF ANY OF THE
PROVISIONS OF SECTION 8 OR SECTION 9 WOULD BE INADEQUATE AND, IN RECOGNITION OF
THIS FACT, THE EXECUTIVE AGREES THAT, IN THE EVENT OF SUCH A BREACH OR
THREATENED BREACH, IN ADDITION TO ANY REMEDIES AT LAW, THE COMPANY, WITHOUT
POSTING ANY BOND, SHALL BE ENTITLED TO OBTAIN EQUITABLE RELIEF IN THE FORM OF
SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, TEMPORARY OR PERMANENT
INJUNCTION OR ANY OTHER EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE.
10.
INDEPENDENCE, SEVERABILITY AND NON-EXCLUSIVITY.
EACH OF THE
RIGHTS AND REMEDIES SET FORTH IN THIS AGREEMENT SHALL BE INDEPENDENT OF THE
OTHERS AND SHALL BE SEVERALLY ENFORCEABLE AND ALL OF SUCH RIGHTS AND REMEDIES
SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY OTHER RIGHTS AND REMEDIES
AVAILABLE TO THE COMPANY OR ITS AFFILIATES UNDER THE LAW OR IN EQUITY.
IF ANY
OF THE PROVISIONS CONTAINED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE
RIGHTS AND