OR TO ENTER INTO
AN EMPLOYMENT OR AGENCY RELATIONSHIP WITH ANY PERSON OTHER THAN THE COMPANY OR
AN AFFILIATE OF THE COMPANY;
(II)
SOLICIT OR INDUCE ANY CUSTOMER OF THE
COMPANY OR OF ANY AFFILIATE OF THE COMPANY TO TERMINATE OR REDUCE THE EXTENT OF
SUCH CUSTOMER'S BUSINESS WITH THE COMPANY OR SUCH AFFILIATE OR TO BECOME A
CUSTOMER OF ANY OTHER PERSON IN RESPECT OF PRODUCTS OR SERVICES OFFERED BY THE
COMPANY OR ANY OF ITS AFFILIATES; OR
(III)
MAKE ANY STATEMENTS OR TAKE ANY ACTION THAT
COULD REASONABLY BE EXPECTED TO DAMAGE THE REPUTATION, STANDING OR BUSINESS OF
THE COMPANY OR OF ANY AFFILIATE OF THE COMPANY.
4
(B)
JUDICIAL MODIFICATION. EMPLOYEE ACKNOWLEDGES
AND AGREES THAT THE RESTRICTIONS SET FORTH IN THIS SECTION 7 ARE REASONABLE AND
NECESSARY IN DURATION AND SCOPE TO PROTECT THE LEGITIMATE INTERESTS AND
EXPECTATIONS OF THE COMPANY. IF, CONTRARY TO THE AGREEMENT AND INTENT OF THE
PARTIES, A COURT OF COMPETENT JURISDICTION SHOULD FIND THAT ANY SUCH RESTRICTION
IS UNENFORCEABLE AS WRITTEN, THE PARTIES INTEND AND AGREE THAT SUCH RESTRICTION
WILL BE DEEMED MODIFIED TO THE MINIMUM EXTENT NECESSARY TO RENDER IT ENFORCEABLE
AND WILL BE ENFORCED AS SO MODIFIED.
8.
CONFIDENTIALITY. EXCEPT AS MAY BE
REQUIRED IN CONNECTION WITH HIS OR HER EMPLOYMENT UNDER THIS AGREEMENT, EMPLOYEE
WILL NOT, DIRECTLY OR INDIRECTLY, USE OR DISCLOSE TO ANY OTHER PERSON ANY
INFORMATION OF A CONFIDENTIAL OR PROPRIETARY NATURE BELONGING OR RELATING TO THE
COMPANY OR ANY OF ITS AFFILIATES, OR ANY INFORMATION THE DISCLOSURE OF WHICH
COULD REASONABLY BE EXPECTED TO HAVE AN ADVERSE EFFECT ON THE COMPANY, ITS
BUSINESSES, PROPERTY OR FINANCIAL CONDITION, INCLUDING BUT NOT LIMITED TO
INFORMATION CONCERNING THE COMPANY'S METHODS OF OPERATION, TECHNIQUES, KNOW-HOW,
PLANS, POLICIES, CUSTOMERS, SUPPLIERS, REPRESENTATIVES OR OTHER MATTERS OF ANY
KIND OR DESCRIPTION RELATING TO THE PRODUCTS, SERVICES, OR BUSINESSES OF THE
COMPANY OR ANY OF ITS AFFILIATES. ALL RECORDS, FILES, DOCUMENTS, EQUIPMENT AND
THE LIKE RELATING TO THE COMPANY'S BUSINESSES WHICH EMPLOYEE MAY PREPARE, USE,
POSSESS OR OBSERVE SHALL BE AND REMAIN THE SOLE PROPERTY OF THE COMPANY, AND
UPON TERMINATION OF HIS OR HER EMPLOYMENT HEREUNDER FOR ANY REASON, EMPLOYEE
SHALL RETURN TO THE COMPANY ANY ITEMS OF THAT NATURE AND ANY COPIES THEREOF
WHICH HE OR SHE MAY HAVE IN HIS OR HER POSSESSION OR CONTROL.
9.
INDEMNITY.
(A)
INDEMNIFICATION. COMPANY WILL INDEMNIFY
EMPLOYEE (AND, UPON HIS DEATH, HIS HEIRS, EXECUTORS AND ADMINISTRATORS) TO THE
FULLEST EXTENT PERMITTED BY LAW AGAINST ALL LOSSES, LIABILITIES, COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, COURT AND INVESTIGATIVE COSTS,
JUDGMENTS, FINES AND AMOUNTS PAID IN SETTLEMENT (COLLECTIVELY, "LOSSES")
REASONABLY INCURRED BY HIM IN CONNECTION WITH OR ARISING OUT OF ANY PENDING,
THREATENED OR COMPLETED ACTION, SUIT OR PROCEEDING IN WHICH HE MAY BECOME
INVOLVED BY REASON OF HIS HAVING BEEN AN OFFICER OR DIRECTOR OF THE COMPANY OR
ANY AFFILIATE OF THE COMPANY. THE INDEMNIFICATION RIGHTS PROVIDED FOR HEREIN ARE
NOT EXCLUSIVE AND WILL SUPPLEMENT ANY RIGHTS TO INDEMNIFICATION THAT EMPLOYEE
MAY HAVE UNDER ANY