WITHIN SIX MONTHS PRIOR THERETO WAS, AN EMPLOYEE OF THE COMPANY TO WORK FOR ANY
PERSON OR ENTITY THEN IN COMPETITION WITH THE COMPANY.
14.
NON-COMPETITION.
DURING HIS EMPLOYMENT WITH
THE COMPANY, EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, IN ANY CAPACITY:
(A)
ENGAGE, OWN OR HAVE ANY INTEREST IN;
(B)
MANAGE, OPERATE, JOIN, PARTICIPATE IN,
ACCEPT EMPLOYMENT WITH, RENDER ADVICE TO, OR BECOME INTERESTED IN OR BE
CONNECTED WITH;
(C)
FURNISH CONSULTATION OR ADVICE TO; OR
(D)
PERMIT HIS NAME TO BE USED IN CONNECTION
WITH;
any person or entity that competes with the business of the Company.
Notwithstanding the foregoing, holding five percent (5%) or less of an interest
in the equity, stock options or debt of any publicly traded company, nor serving
as the Chairman or as a director of Avalon Digital Marketing Systems, Inc.,
shall not be considered a violation of this Section 15.
15.
REMEDIES.
IN THE EVENT OF A MATERIAL BREACH
OR THREATENED MATERIAL BREACH OF SECTION 11, SECTION 12, SECTION 13 OR SECTION
14, COMPANY, IN ADDITION TO ITS OTHER REMEDIES AT LAW OR IN EQUITY, SHALL BE
ENTITLED TO INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ORDER TO ENFORCE OR
5
PREVENT ANY VIOLATIONS OF THE AFOREMENTIONED SECTIONS.
IN THE EVENT OF ANY SUCH
MATERIAL BREACH, IF APPLICABLE COMPANY MAY IMMEDIATELY CEASE PAYMENT OF
EXECUTIVE'S BASE SALARY AND THE PROVIDING TO EXECUTIVE OF BENEFITS UNDER SECTION
10(F) OR (G).
16.
SEVERABILITY AND SAVINGS.
EACH PROVISION IN
THIS AGREEMENT IS SEPARATE. IF NECESSARY TO EFFECTUATE THE PURPOSE OF A
PARTICULAR PROVISION, THE AGREEMENT SHALL SURVIVE THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY.
IF ANY PROVISION OF THIS AGREEMENT, IN WHOLE OR IN
PART, IS HELD TO BE INVALID OR UNENFORCEABLE, THE PARTIES AGREE THAT ANY SUCH
PROVISION SHALL BE DEEMED MODIFIED TO MAKE SUCH PROVISION ENFORCEABLE TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. AS TO ANY PROVISION HELD TO BE
INVALID OR UNENFORCEABLE, THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL
REMAIN IN EFFECT.
17.
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF COMPANY AND ITS SUCCESSORS AND
ASSIGNS. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
EXECUTIVE, HIS HEIRS AND PERSONAL REPRESENTATIVES.
THIS AGREEMENT IS NOT
ASSIGNABLE BY EXECUTIVE.
18.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING
THE SCHEDULES HERETO, EMBODIES THE ENTIRE AGREEMENT OF THE PARTIES HERETO
RESPECTING THE MATTERS WITHIN ITS SCOPE.
THIS AGREEMENT SUPERSEDES ALL PRIOR
AGREEMENTS OF THE PARTIES HERETO ON THE SUBJECT MATTER HEREOF.
THERE ARE NO
REPRESENTATIONS, WARRANTIES, OR AGREEMENTS, WHETHER EXPRESS OR IMPLIED, OR ORAL
OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF, EXCEPT AS SET FORTH IN
THIS AGREEMENT.
19.
MISCELLANEOUS.
(A)
NO PROVISION OF THIS AGREEMENT MAY BE
MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION OR DISCHARGE IS
AGREED TO IN WRITING AND SIGNED BY THE COMPANY AND EXECUTIVE.
THE WAIVER OR
NONENFORCEMENT BY THE COMPANY OF A BREACH BY EXECUTIVE OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT BE CONSTRUED AS