PREJUDICE TO ANY
RIGHTS THE EMPLOYEE MAY HAVE TO SALARY AND BENEFITS CONTINUATION HEREUNDER.
7.
CONSTRUCTION OF AGREEMENT.
(A)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS.
(B)
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR
MORE OF THE PROVISIONS OF THIS AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE, THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
(C)
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE
SEVERAL PARAGRAPHS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT.
8.
COVENANT AS TO CONFIDENTIAL
INFORMATION, NON-COMPETITION AND NON-SOLICITATION.
(A)
CONFIDENTIALITY OF INFORMATION AND
NONDISCLOSURE.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HIS/HER EMPLOYMENT BY
THE COMPANY NECESSARILY INVOLVES HIS/HER KNOWLEDGE OF AND ACCESS TO CONFIDENTIAL
AND PROPRIETARY INFORMATION PERTAINING TO THE BUSINESS OF THE COMPANY AND ITS
SUBSIDIARIES.
ACCORDINGLY, THE EMPLOYEE AGREES THAT AT ALL TIMES DURING THE
TERM OF THIS AGREEMENT AND FOR AS LONG AS THE INFORMATION REMAINS CONFIDENTIAL
AFTER THE TERMINATION OF THE EMPLOYEE'S EMPLOYMENT, HE/SHE WILL NOT, DIRECTLY OR
INDIRECTLY, WITHOUT THE EXPRESS WRITTEN AUTHORITY OF THE COMPANY, UNLESS
DIRECTED BY APPLICABLE LEGAL AUTHORITY HAVING JURISDICTION OVER THE EMPLOYEE,
DISCLOSE TO OR USE, OR KNOWINGLY PERMIT TO BE SO DISCLOSED OR USED, FOR THE
BENEFIT OF HIMSELF/HERSELF, ANY PERSON, CORPORATION OR OTHER ENTITY OTHER THAN
THE COMPANY AND ITS SUBSIDIARIES, (I) ANY INFORMATION CONCERNING ANY FINANCIAL
MATTERS,
CUSTOMER
RELATIONSHIPS, COMPETITIVE STATUS, SUPPLIER MATTERS,
INTERNAL ORGANIZATIONAL MATTERS, CURRENT OR FUTURE PLANS, OR OTHER BUSINESS
AFFAIRS OF OR RELATING TO THE COMPANY AND ITS SUBSIDIARIES, (II) ANY MANAGEMENT,
OPERATIONAL, TRADE, TECHNICAL OR OTHER SECRETS OR ANY OTHER PROPRIETARY
INFORMATION OR OTHER DATA OF THE COMPANY OR ITS SUBSIDIARIES, OR (III) ANY OTHER
INFORMATION RELATED TO THE COMPANY OR ITS SUBSIDIARIES WHICH HAS NOT BEEN
PUBLISHED AND IS NOT GENERALLY KNOWN OUTSIDE OF THE COMPANY.
THE EMPLOYEE
ACKNOWLEDGES THAT ALL OF THE FOREGOING, CONSTITUTES CONFIDENTIAL AND PROPRIETARY
INFORMATION, WHICH IS THE EXCLUSIVE PROPERTY OF THE COMPANY.
(B)
NON-COMPETITION AND NON-SOLICITATION.
WHILE
THE EMPLOYEE IS EMPLOYED BY THE COMPANY AND FOR A PERIOD OF TWELVE (12) MONTHS
AFTER THE DATE OF EMPLOYEE'S
9
TERMINATION OF EMPLOYMENT WITH THE COMPANY FOR ANY REASON
EMPLOYEE WILL NOT,
DIRECTLY OR INDIRECTLY, EXPRESSLY OR TACITLY, FOR HIMSELF OR ON BEHALF OF ANY
ENTITY CONDUCTING BUSINESS ANYWHERE IN THE RESTRICTED TERRITORY (AS DEFINED
BELOW): (I) ACT AS AN OFFICER, MANAGER, ADVISOR, EXECUTIVE, SHAREHOLDER, OR
CONSULTANT TO ANY BUSINESS IN WHICH HIS DUTIES AT OR FOR SUCH BUSINESS INCLUDE
OVERSIGHT OF OR ACTUAL INVOLVEMENT IN PROVIDING SERVICES WHICH ARE COMPETITIVE
WITH THE SERVICES OR PRODUCTS BEING PROVIDED OR WHICH ARE BEING PRODUCED OR
DEVELOPED BY THE COMPANY, OR WERE UNDER INVESTIGATION BY THE COMPANY WITHIN THE
LAST TWO (2) YEARS PRIOR TO THE END OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY,
(II) RECRUIT INVESTORS ON BEHALF OF AN ENTITY WHICH