Acknowledgement and Breach Clause Samples
Acknowledgement and Breach. (1) The covenants contained in Sections 5.01(1) and 5.02
(1) are each separate and distinct covenants, severable one from the other and if any such covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as determined and all other such covenants will continue in full force and effect. Whenever possible, each of the covenants contained in Sections 5.01(1) and 5.02(1) shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, the parties agree that a court of competent jurisdiction shall have the power to reduce the scope, duration or area of any such term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision in Sections 5.01(1) and 5.02
(1) with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.
(2) The Employee confirms that all restrictions in Sections 5.01 and 5.02 are reasonable and valid and that the Employee waives all defenses to the strict enforcement of such restrictions by the Corporation.
Acknowledgement and Breach. (1) The covenants contained in Sections 5.01(1) and 5.02
(1) are each separate and distinct covenants, severable one from the other and if any such covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as determined and all other such covenants will continue in full force and effect.
(2) The Employee confirms that all restrictions in Sections 5.01 and 5.02 are reasonable and valid and that the Employee waives all defences to the strict enforcement of such restrictions by the Corporation.
(3) Any breach of the provisions of Sections 5.01(1) or 5.02(1) by the Employee will result in material and irreparable harm to the Corporation although it may be difficult for the Corporation to establish the monetary value flowing from such harm. The Employee therefore agrees that the Corporation, in addition to being entitled to the monetary damages which flow from the breach and to any other recourse or remedy available to it, will be entitled to injunctive relief in a court of appropriate jurisdiction in the event of any breach or threatened breach by the Employee of any of the provisions of Sections 5.01(1) or 5.02(1) (without posting of a bond or other security).
(4) The provisions of Sections 5.01(1) or 5.02(1) of this Agreement shall continue to apply and be valid notwithstanding any change in the Employee’s duties, responsibilities, position or title.
Acknowledgement and Breach. (1) The covenants contained in Sections 5.01(1) and 5.02
(1) are each separate and distinct covenants, severable one from the other and if any such covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the covenant or covenants as determined and all other such covenants will continue in full force and effect.
(2) The Employee confirms that all restrictions in Sections 5.01 and 5.02 are reasonable and valid and that the Employee waives all defences to the strict enforcement of such restrictions by the Corporation.
Acknowledgement and Breach. The Disclosing Party reserves all rights in its Confidential Information. The Recipient acknowledges and confirms that ownership of the Confidential Information including all intellectual property rights therein remains vested in and under the control of the Disclosing Party and no licences or rights are granted other than to the extent set out in this Agreement. Except as expressly stated in this Agreement, the Disclosing Party does not make any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose or the development or supply of any product or service to which the Confidential Information relates. The Recipient agrees that it shall be responsible for any breach of any of the terms of this Agreement by it or by any of its Authorised Persons and the Recipient will indemnify the Disclosing Party from and against any such breach including, without limitation, all loss or damage (including but not limited to legal costs) which may arise from the unauthorised disclosure or use of any of the Confidential Information by the Recipient or by any of its Authorised Persons. Until this Agreement shall expire or be terminated, all of the obligations set out herein in relation to Confidential Information shall extend to Information provided in connection with any further negotiations or discussions of any kind between the Parties and shall apply to such Information for the period specified in clause 2.5 as if such Information were Confidential Information for the purposes of this Agreement.
Acknowledgement and Breach. The covenants contained in Sections 5.01(1) and 5.02