ANY COVENANT
CONTAINED IN SECTIONS 7 AND/OR 8 HEREIN WILL CAUSE IRREPARABLE HARM AND DAMAGE
TO THE COMPANY, THE MONETARY AMOUNT OF WHICH MAY BE VIRTUALLY IMPOSSIBLE TO
ASCERTAIN.
AS A RESULT,
6
EXECUTIVE AGREES THAT THE COMPANY SHALL BE ENTITLED TO A TEMPORARY RESTRAINING
ORDER AND INJUNCTION FROM ANY COURT OF COMPETENT JURISDICTION ENJOINING AND
RESTRAINING ANY BREACH OR THREATENED BREACH OF ANY COVENANT CONTAINED IN
SECTIONS 7 AND/OR 8 BY EXECUTIVE OR ANY OF HIS AFFILIATES, ASSOCIATES, PARTNERS
OR AGENTS, EITHER DIRECTLY OR INDIRECTLY, AND THAT SUCH RIGHT TO INJUNCTION
SHALL BE IN ADDITION TO AND NOT IN LIEU OF WHATEVER OTHER REMEDIES THE COMPANY
MAY POSSESS AT LAW OR IN EQUITY.
SECTION 11.
SUCCESSORS:
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE COMPANY, ITS SUCCESSORS AND ASSIGNS, INCLUDING ANY SUCCESSOR BY
OPERATION OF LAW OR OTHERWISE.
AS USED HEREIN, THE TERM "COMPANY" SHALL INCLUDE
SUCH SUCCESSORS OR ASSIGNS, AND ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY.
THE
SERVICES TO BE PROVIDED BY EXECUTIVE UNDER THIS AGREEMENT ARE PERSONAL TO THE
COMPANY AND SHALL NOT BE ASSIGNABLE (BY OPERATION OF LAW OR OTHERWISE) BY
EXECUTIVE WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
SECTION 12.
ENTIRE AGREEMENT:
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF
THE PARTIES, AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN AGREEMENTS, RELATING TO
THE SUBJECT MATTER HEREOF (OTHER THAN ANY PRIOR ASSIGNMENTS OF DEVELOPMENTS BY
THE EXECUTIVE TO BLUE CHIP TECHNOLOGIES).
THE PARTIES HERETO HAVE NO
AGREEMENTS, REPRESENTATIONS OR WARRANTIES RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT WHICH ARE NOT SET FORTH HEREIN.
NO MODIFICATION OF THIS AGREEMENT
SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY THE PARTIES HERETO.
SECTION 13.
NOTICE:
ANY NOTICE OR REQUEST REQUIRED OR PERMITTED UNDER THIS
AGREEMENT SHALL BE IN WRITING AND GIVEN OR MADE BY HAND OR NATIONALLY RECOGNIZED
COURIER OR OVERNIGHT MAIL SERVICE, ADDRESSED TO THE COMPANY AT ITS THEN
PRINCIPAL PLACE OF BUSINESS OR EXECUTIVE AT HIS ADDRESS LAST GIVEN TO THE
COMPANY.
SECTION 14.
SEVERABILITY:
IF ANY PART OF ANY TERM OR PROVISION OF THIS
AGREEMENT SHALL BE HELD OR DEEMED TO BE INVALID, INOPERATIVE OR UNENFORCEABLE TO
ANY EXTENT BY A COURT OF COMPETENT JURISDICTION, SUCH CIRCUMSTANCE SHALL IN NO
WAY AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, THE APPLICATION OF
SUCH TERM OR PROVISION IN ANY OTHER CIRCUMSTANCES, OR THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT.
SECTION 15.
JURY WAIVER:
EACH PARTY HEREBY WAIVES THE RIGHT TO A JURY TRIAL IN
ANY LAWSUIT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY OR THE TERMINATION THEREOF.
SECTION 16.
SURVIVAL:
THE PROVISIONS OF SECTIONS 6(D) AND 7 THROUGH 18 SHALL
SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
SECTION 17.
APPLICABLE LAW:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD
TO ITS CONFLICT-OF-LAWS PRINCIPLES.
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SECTION 18.
ACKNOWLEDGMENT:
IN WITNESS