EXECUTIVE PROVES THAT THE INVENTION, IDEA,
PROCESS, ETC., IS NOT AN INVENTION IDEA AS DEFINED IN SECTION 3(A).
(F)
ILLINOIS STATUTE.
THE EXECUTIVE
UNDERSTANDS THAT NOTHING IN THIS AGREEMENT IS INTENDED TO EXPAND THE SCOPE OF
PROTECTION PROVIDED THE EXECUTIVE BY ILLINOIS STATUTE 765 ILCS 1060.
SECTION 4.
IRREPARABLE INJURY.
IT IS
FURTHER EXPRESSLY AGREED THAT THE COMPANY WILL OR WOULD SUFFER IRREPARABLE
INJURY IF THE EXECUTIVE WERE TO COMPETE WITH THE COMPANY, UOL OR ANY OF ITS OR
THEIR SUBSIDIARIES OR AFFILIATED COMPANIES IN VIOLATION OF THIS AGREEMENT OR THE
EXECUTIVE WERE TO OTHERWISE BREACH THIS AGREEMENT.
ANY SUCH VIOLATION OR BREACH
WILL CAUSE THE COMPANY IRREPARABLE HARM, THE AMOUNT OF WHICH MAY BE EXTREMELY
DIFFICULT TO ESTIMATE, THUS, MAKING ANY REMEDY AT LAW OR IN DAMAGES INADEQUATE.
CONSEQUENTLY, THE COMPANY SHALL HAVE THE RIGHT TO APPLY TO A COURT OF
APPROPRIATE JURISDICTION FOR, AND THE EXECUTIVE CONSENTS AND STIPULATES TO THE
ENTRY OF, AN ORDER OF
INJUNCTIVE RELIEF IN PROHIBITING THE EXECUTIVE FROM
COMPETING WITH THE COMPANY OR UOL, ITS SUCCESSORS OR ANY OF ITS OR THEIR
SUBSIDIARIES OR AFFILIATED COMPANIES IN VIOLATION OF THIS AGREEMENT, AN ORDER
RESTRAINING ANY OTHER BREACH OR THREATENED BREACH OF THIS AGREEMENT, AND ANY
OTHER RELIEF THE COMPANY AND SUCH COURT DEEMS APPROPRIATE.
THIS RIGHT SHALL BE
IN ADDITION TO ANY OTHER REMEDY AVAILABLE TO THE COMPANY IN LAW OR EQUITY.
THE
PARTIES HEREBY AGREE THAT THE
ATTORNEYS' FEES OF THE PREVAILING PARTY IN ANY
SUCH PROCEEDING OR ACTION SHALL BE PAID BY THE NON-PREVAILING PARTY.
SECTION 5.
REPRESENTATION AND
WARRANTIES OF THE EXECUTIVE.
THE EXECUTIVE REPRESENTS AND WARRANTS THAT THE
EXECUTION OF THIS AGREEMENT AND SUBSEQUENT EMPLOYMENT WITH THE COMPANY DOES NOT
AND WILL NOT CONFLICT WITH ANY OBLIGATIONS THAT THE EXECUTIVE HAS TO ANY FORMER
EMPLOYERS OR ANY OTHER ENTITY.
THE EXECUTIVE FURTHER REPRESENTS AND WARRANTS
THAT THE EXECUTIVE
5
HAS NOT BROUGHT TO THE COMPANY, AND WILL NOT AT ANY TIME BRING TO THE COMPANY,
ANY MATERIALS, DOCUMENTS OR OTHER PROPERTY OF ANY NATURE OF A FORMER EMPLOYER.
SECTION 6.
MISCELLANEOUS.
(A)
JURISDICTION, CHOICE OF LAW AND VENUE.
THE
VALIDITY AND CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF ILLINOIS, EXCLUDING THE CONFLICTS-OF-LAWS PRINCIPLES
THEREOF.
EACH PARTY HERETO CONSENTS TO THE JURISDICTION OF, AND VENUE IN, ANY
FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN CHICAGO, ILLINOIS.
(B)
ENTIRE AGREEMENT.
THIS AGREEMENT AND ANY
OTHER AGREEMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THIS AGREEMENT,
INCLUDING THE LETTER AGREEMENT DATED AS OF THE DATE HEREOF, BETWEEN THE COMPANY
AND THE EXECUTIVE, STATE THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES
ON THE SUBJECT MATTER OF THIS AGREEMENT, AND SUPERSEDE ALL PREVIOUS AGREEMENTS,
ARRANGEMENTS, COMMUNICATIONS AND UNDERSTANDINGS RELATING TO THAT SUBJECT MATTER.
(C)
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED
IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, WITH THE
SAME EFFECT AS IF ALL SIGNATURES WERE ON THE SAME DOCUMENT.
(D)
AMENDMENT; WAIVER; ETC.
THIS AGREEMENT, AND