Acknowledgements; Separate Covenants Sample Clauses

Acknowledgements; Separate Covenants. Employee acknowledges that Employee derived significant value from the Company’s agreement to provide Employee with Company Confidential Information to enable Employee to optimize the performance of Employee’s duties to the Company. Employee further acknowledge that Employee’s fulfillment of the obligations contained in this Agreement, including, but not limited to, Employee’s obligation neither to disclose nor to use Company Confidential Information other than for the Company’s exclusive benefit and Employee’s obligations not to compete and not to solicit contained in Sections 13 and 14 above, is necessary to protect Company Confidential Information and, consequently, to preserve the value and goodwill of the Company. Employee also acknowledges that the time, geographic and scope limitations of Employee’s obligations under Sections 13 and 14 above are fair and reasonable in all respects, especially in light of the Company’s need to protect Company Confidential Information and the international scope and nature of the Company’s business, and that Employee will not be precluded from gainful employment if Employee is obligated not to compete with the Company or solicit its customers or others during the period and within the Territory as described above. In the event of Employee’s breach or violation of Sections 13 or 14, or good faith allegation by the Company of Employee’s breach or violation of Sections 13 or 14, the restricted periods set forth in Sections 13 and 14 shall be tolled until such breach or violation, or dispute related to an allegation by the Company that Employee has breached or violated Sections 13 and 14, has been duly cured or resolved, as applicable. The covenants contained in Sections 13 and 14 above shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Sections 13 and 14 above. If, in any judicial or arbitral proceeding, a court or arbitrator refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be revised, or if revision is not permitted it shall be eliminated from this Agreement, to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of Sections 13 and 14 above are deemed to exceed ...