WRITTEN CONSENT OF THE COMPANY, DIRECTLY
OR INDIRECTLY, WHETHER AS EMPLOYEE, OWNER, PARTNER, CONSULTANT, AGENT, DIRECTOR,
OFFICER, SHAREHOLDER OR IN ANY OTHER CAPACITY, FOR YOUR OWN ACCOUNT OR FOR THE
BENEFIT OF ANY INDIVIDUAL OR ENTITY, (I) SOLICIT ANY CUSTOMER OF THE COMPANY
WITH WHOM YOU HAD DEALING WHILE EMPLOYED BY THE COMPANY FOR BUSINESS WHICH WOULD
RESULT IN SUCH CUSTOMER TERMINATING THEIR RELATIONSHIP WITH THE COMPANY, OR (II)
HIRE OR ENGAGE, OR SOLICIT OR INDUCE ANY INDIVIDUAL OR ENTITY WHICH IS AN
EMPLOYEE OR CONTRACTOR OF THE COMPANY WITH WHOM YOU HAD DEALINGS WHILE EMPLOYED
BY THE COMPANY TO LEAVE THE COMPANY OR TO OTHERWISE TERMINATE THEIR RELATIONSHIP
WITH THE COMPANY.
D.
THE PARTIES AGREE THAT ANY BREACH BY YOU OF ANY OF THE COVENANTS
OR AGREEMENTS CONTAINED IN THIS ATTACHMENT A WILL RESULT IN IRREPARABLE INJURY
TO THE COMPANY FOR WHICH MONEY DAMAGES COULD NOT ADEQUATELY COMPENSATE THE
COMPANY AND THEREFORE, IN THE EVENT OF ANY SUCH BREACH, THE COMPANY SHALL BE
ENTITLED (IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES WHICH IT MAY HAVE AT LAW
OR IN EQUITY) TO HAVE AN INJUNCTION ISSUED BY ANY COMPETENT COURT ENJOINING AND
RESTRAINING YOU AND/OR ANY OTHER INDIVIDUAL OR ENTITY INVOLVED THEREIN FROM
CONTINUING SUCH
5
BREACH.
THE EXISTENCE OF ANY CLAIM OR CAUSE OF ACTION WHICH YOU MAY HAVE
AGAINST THE COMPANY OR ANY OTHER INDIVIDUAL OR ENTITY SHALL NOT CONSTITUTE A
DEFENSE OR BAR TO THE ENFORCEMENT OF SUCH COVENANTS.
IF THE COMPANY IS OBLIGED
TO RESORT TO THE COURTS FOR THE ENFORCEMENT OF ANY OF THE COVENANTS OR AGREEMENT
CONTAINED IN THIS ATTACHMENT A OR IF SUCH COVENANT. OR AGREEMENTS ARE OTHERWISE
THE SUBJECT OF LITIGATION BETWEEN THE PARTIES, AND THE COMPANY PREVAILS IN SUCH
ENFORCEMENT OR LITIGATION, THEN THE TERM OF SUCH COVENANTS AND AGREEMENTS SHALL
BE EXTENDED FOR A PERIOD OF TIME EQUAL TO THE PERIOD OF SUCH BREACH, WHICH
EXTENSION SHALL COMMENCE ON THE LATER OF (A) THE DATE ON WHICH THE ORIGINAL
(UNEXTENDED) TERM OF SUCH COVENANTS AND AGREEMENTS IS SCHEDULED TO TERMINATE OR
(B) THE DATE OF THE FINAL COURT ORDER (WITHOUT FURTHER RIGHT OF APPEAL)
ENFORCING SUCH COVENANT OR AGREEMENT.
E.
IF ANY PORTION OF THE COVENANTS OR AGREEMENTS CONTAINED IN THIS
ATTACHMENT A, OR THE APPLICATION HEREOF, IS CONSTRUED TO BE INVALID OR
UNENFORCEABLE, THE OTHER PORTIONS OF SUCH COVENANT(S) OR AGREEMENT(S), OR THE
APPLICATION THEREOF SHALL NOT BE AFFECTED AND SHALL BE GIVEN FULL FORCE AND
EFFECT WITHOUT REGARD TO THE INVALID OR ENFORCEABLE PORTIONS TO THE FULLEST
EXTANT POSSIBLE.
IF ANY COVENANT OR AGREEMENT IN THIS ATTACHMENT A IS HELD
UNENFORCEABLE BECAUSE OF THE AREA COVERED, THE DURATION THEREOF, OR THE SCOPE
THEREOF, THEN THE COURT MAKING SUCH DETERMINATION SHALL HAVE THE POWER TO REDUCE
THE AREA AND/OR DURATION AND/OR LIMIT THE SCOPE THEREOF, AND THE COVENANT OR
AGREEMENT SHALL THEN BE ENFORCEABLE IN ITS REDUCED FORM.
F.
FOR PURPOSES OF THIS ATTACHMENT A, THE TERM "THE COMPANY" SHALL
INCLUDE THE COMPANY, ANY SUCCESSOR TO THE