BY THE COMPANY AT ANY TIME IN THE
ONE-YEAR PERIOD IMMEDIATELY PRIOR TO EXECUTIVE'S TERMINATION DATE.
7.4
DURING EXECUTIVE'S EMPLOYMENT AND FOR A PERIOD OF ONE YEAR AFTER
TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION FOR ANY REASON,
WHETHER VOLUNTARY OR INVOLUNTARY, EXECUTIVE WILL NOT ENGAGE (OR ATTEMPT TO DO
SO, DIRECTLY OR INDIRECTLY) ANY VENDOR OR SUPPLIER OF THE COMPANY ON BEHALF OF A
COMPETITOR.
IN ADDITION, EXECUTIVE ALSO AGREES DURING HER EMPLOYMENT AND FOR
ONE (1) YEAR THEREAFTER THAT SHE SHALL NOT ENGAGE DIRECTLY OR INDIRECTLY IN ANY
ACTIVITY INTENDED TO INTERFERE, ADVERSELY IMPACT OR DISRUPT THE COMPANY'S
RELATIONSHIPS WITH ITS VENDORS OR SUPPLIERS.
THIS SECTION 7.4 SHALL APPLY TO
THEN-CURRENT VENDORS AND SUPPLIERS AND ANY VENDOR OR SUPPLIER WHO WAS A VENDOR
OR SUPPLIER OF THE COMPANY AT ANY TIME IN THE ONE-YEAR PERIOD IMMEDIATELY PRIOR
TO EXECUTIVE'S TERMINATION DATE.
7.5
During Executive's employment and at all times thereafter,
Executive will not make any statements, written or oral, which are disparaging
of the Company or any of its officers, directors, employees, or agents.
ARTICLE 8
CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS
8.1
UNLESS AUTHORIZED IN WRITING BY THE CORPORATION, EXECUTIVE WILL
NOT DIRECTLY OR INDIRECTLY DIVULGE, EITHER DURING OR AFTER THE TERM OF HER
EMPLOYMENT, OR UNTIL SUCH INFORMATION BECOMES GENERALLY KNOWN, TO ANY PERSON NOT
AUTHORIZED BY THE CORPORATION TO RECEIVE OR USE IT ANY CONFIDENTIAL INFORMATION
FOR ANY PURPOSE WHATSOEVER.
8.2
ALL DOCUMENTS OR OTHER TANGIBLE PROPERTY RELATING IN ANY WAY TO
THE BUSINESS OF THE COMPANY WHICH ARE CONCEIVED BY EXECUTIVE OR COME INTO HER
POSSESSION DURING HER EMPLOYMENT SHALL BE AND REMAIN THE EXCLUSIVE PROPERTY OF
THE CORPORATION AND EXECUTIVE AGREES TO RETURN ALL SUCH DOCUMENTS AND TANGIBLE
PROPERTY TO THE CORPORATION UPON TERMINATION OF HER EMPLOYMENT OR AT SUCH
EARLIER TIME AS THE CORPORATION MAY REQUEST OF EXECUTIVE.
ARTICLE 9
JUDICIAL CONSTRUCTION
9.1
EXECUTIVE BELIEVES AND ACKNOWLEDGES THAT THE PROVISIONS CONTAINED
IN THIS AGREEMENT, INCLUDING THE COVENANTS CONTAINED IN ARTICLES 7 AND 8 OF THIS
AGREEMENT, ARE FAIR AND REASONABLE.
NONETHELESS, IT IS AGREED THAT IF A COURT
FINDS ANY OF THESE PROVISIONS TO BE INVALID IN WHOLE OR IN PART UNDER THE LAWS
OF ANY STATE, SUCH FINDING SHALL NOT INVALIDATE THE COVENANTS, NOR THE AGREEMENT
IN ITS ENTIRETY, BUT RATHER THE COVENANTS SHALL BE CONSTRUED AND/OR BLUELINED,
REFORMED OR REWRITTEN BY THE COURT AS IF THE MOST RESTRICTIVE COVENANTS
PERMISSIBLE UNDER APPLICABLE LAW WERE CONTAINED HEREIN.
4
ARTICLE 10
RIGHT TO INJUNCTIVE RELIEF
10.1
EXECUTIVE ACKNOWLEDGES THAT A BREACH BY EXECUTIVE OF ANY OF THE
TERMS OF ARTICLES 7 AND 8 OF THIS AGREEMENT WILL RENDER IRREPARABLE HARM TO THE
CORPORATION.
ACCORDINGLY, THE CORPORATION SHALL THEREFORE BE ENTITLED TO ANY
AND ALL EQUITABLE RELIEF, INCLUDING, BUT NOT LIMITED TO, INJUNCTIVE RELIEF, AND
TO ANY OTHER REMEDY THAT MAY BE AVAILABLE UNDER ANY APPLICABLE LAW OR AGREEMENT
BETWEEN THE PARTIES, AND TO RECOVER FROM EXECUTIVE ALL COSTS OF LITIGATION
INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COURT COSTS.
ARTICLE