IRREPARABLE INJURY TO THE COMPANY
AND THAT MONEY DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY TO THE COMPANY.
SUCH
RIGHT AND REMEDY SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER RIGHTS
AND REMEDIES AVAILABLE TO THE COMPANY AT LAW OR IN EQUITY.
ACCORDINGLY,
EMPLOYEE CONSENTS TO THE ISSUANCE OF AN INJUNCTION, WHETHER PRELIMINARY OR
PERMANENT, CONSISTENT WITH THE TERMS OF THIS AGREEMENT.
H.
IF, AT ANY TIME, THE PROVISIONS OF THIS
AGREEMENT SHALL BE DETERMINED TO BE INVALID OR UNENFORCEABLE UNDER ANY
APPLICABLE LAW, BY REASON OF BEING VAGUE OR UNREASONABLE AS TO AREA, DURATION OR
SCOPE OF ACTIVITY, THIS AGREEMENT SHALL BE CONSIDERED DIVISIBLE AND SHALL BECOME
AND BE IMMEDIATELY AMENDED TO ONLY SUCH AREA, DURATION AND SCOPE OF ACTIVITY AS
SHALL BE DETERMINED TO BE REASONABLE AND ENFORCEABLE BY THE COURT OR OTHER BODY
HAVING JURISDICTION OVER THE MATTER AND EMPLOYEE AND THE COMPANY AGREE THAT THIS
AGREEMENT AS SO AMENDED SHALL BE VALID AND BINDING AS THOUGH ANY INVALID OR
UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED HEREIN.
6.
MISCELLANEOUS
A.
EMPLOYEE REPRESENTS TO COMPANY THAT THERE
ARE NO RESTRICTIONS OR AGREEMENTS TO WHICH EMPLOYEE IS A PARTY WHICH WOULD BE
VIOLATED BY EMPLOYEE'S EXECUTION OF THIS AGREEMENT AND EMPLOYEE'S EMPLOYMENT
HEREUNDER.
B.
THIS AGREEMENT AND ALL QUESTIONS RELATING
TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE SENECA NATION OF INDIANS.
C.
NO AMENDMENT OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IN WRITING SIGNED BY BOTH PARTIES.
D.
THIS AGREEMENT CONTAINS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE AMENDED OR MODIFIED EXCEPT BY A
WRITING SIGNED BY THE PARTY SOUGHT TO BE CHARGED.
6
E.
THE INVALIDITY OR UNENFORCEABILITY OF
ANY PROVISION OR PROVISIONS OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN
FULL FORCE AND EFFECT.
F.
EXCEPT AS OTHERWISE PROVIDED HEREIN,
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT
OF THE SUBJECT MATTER CONTAINED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS,
PROMISES, COVENANTS, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS OR
WARRANTIES, WHETHER ORAL OR WRITTEN, BY ANY OFFICER, EMPLOYEE OR REPRESENTATIVE
OF ANY PARTY HERETO IN RESPECT OF SUCH SUBJECT MATTER.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, ANY PRIOR AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE
SUBJECT MATTER CONTAINED HEREIN IS HEREBY TERMINATED AND CANCELLED.
G.
ALL PAYMENTS HEREUNDER SHALL BE SUBJECT
TO ANY REQUIRED WITHHOLDING OF FEDERAL, STATE AND LOCAL TAXES PURSUANT TO ANY
APPLICABLE LAW OR REGULATION.
H.
THE SECTION HEADINGS IN THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY, AND THEY FORM NO PART OF THIS AGREEMENT AND
SHALL NOT AFFECT ITS INTERPRETATION.
I.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL
OF WHICH, WHEN TAKEN TOGETHER, SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME
INSTRUMENT.
7.
ASSIGNMENT
This