Common use of Covenants and Confidential Information Clause in Contracts

Covenants and Confidential Information. A. Executive agrees that for the applicable period specified below in Paragraph 5B, he will not, directly or indirectly, do any of the following: (1) Own, manage, control, or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise, with any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business which is competitive with or adverse to Employer's business or related interests; provided, however, that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed a violation of this covenant; (2) Solicit or induce any person who is an employee, officer, agent or customer of Employer to terminate said relationship; (3) Employ, assist in employing, or otherwise associate in business with any employee or officer of Employer, unless authorized by the Compliance Committee; (4) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner in competition with or contrary to the interest of Employer, the customer lists, inventions, ideas, discoveries, manufacturing methods, product research or engineering data or other trade secrets of Employer, it being acknowledged by Executive that all such information regarding Employer developed, compiled or obtained by or furnished to Executive while he shall have been employed by or associated with Employer is confidential information and the exclusive property of Employer. B. The provisions of subparagraphs 5A (1), 5A (2) and 5A (3) shall apply to Executive so long as Executive is employed by the Company. In the event Executive is terminated during the Term for "cause" (as defined in Paragraph 7 below), or otherwise voluntarily discontinues employment with the Company during the Term, the provisions of subparagraphs 5A (1), 5A (2), and 5A (3) shall be operative for a period of ninety (90) days from the date of such termination or discontinuation of employment. In the event Executive is terminated during or after the Term without "cause" (as provided below in Paragraph 8), the provisions of 5A(1), 5A(2), and 5A(3) shall apply to Executive so long as Executive is receiving compensation from the Company. The obligations specified in Paragraph 5A (4) are of a continuing nature and shall remain in full force and effect at all times during and beyond Executive's period of employment. C. Executive expressly agrees and understands that the remedy at law for any breach of this Paragraph 5 will be inadequate and that the damages following from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that Employer shall be entitled to immediate injunctive relief, and if the Court so permits, may obtain a temporary order restraining any threatened or further breach. Nothing contained in this Paragraph 5 shall be deemed to limit Employer's remedies at law or in equity for any breach by Executive of the provisions of this Paragraph 5 that may be pursued or availed of by Employer. Any covenant on Executive's part contained hereinabove which may not be specifically enforceable shall nevertheless, if breached, give rise to a cause of action for monetary damages. D. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Employer under this Paragraph 5 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to Employer, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of Employer and do not confer a benefit upon Employer disproportionate to the detriment to Executive. E. For the purposes of this Paragraph 5, the term "Employer" shall be deemed to include any of Employer's parents, subsidiaries, affiliates, successors or assigns. F. If any of the covenants contained in this Paragraph 5 are determined by final judgment of a court of competent jurisdiction to be unenforceable or invalid because of the geographic scope or time duration of such restrictions, such provisions will be deemed retroactively modified to provide for the maximum geographic scope and time duration that would make such provisions enforceable and valid. However, no such retroactive modification will affect any of Employer's rights hereunder arising out of the breach of any such covenant, including without limitation, Employer's right to terminate this Agreement without further liability to Executive. The parties hereby authorize a court of competent jurisdiction to reform this Agreement to give effect to the retroactive modification provisions contained in this Paragraph 5F. G. The obligations specified in Parxxxxxx 0 xxxxx xxxxxxx xxx Xxxx xxd any early termination of this Agreement.

Covenants and Confidential Information. A. Executive agrees that for the applicable period specified below in Paragraph 5Bbelow, he will not, directly or indirectly, do any of the following: (1) Own, manage, control, or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise, with any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business which is competitive with or adverse to Employer's business or related interests; provided, however, that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed a violation of this covenant; (2) Solicit or induce any person who is an employee, officer, or agent or customer of Employer to terminate said relationship; (3) Employ, assist in employing, employing or otherwise associate in business with any employee or officer of Employer, unless authorized by the Compliance Committee; (4) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner manner, in competition with with, or contrary to the interest interests of Employer, the customer lists, inventions, ideas, discoveries, manufacturing methods, product research or engineering data or other trade secrets of Employer, it being acknowledged by Executive that all such information regarding Employer developed, compiled or obtained by by, or furnished to to, Executive while he shall have been employed by or associated with Employer is confidential information and the exclusive property of Employer. B. The provisions of subparagraphs 5A (1), 5A (25A(1) and 5A (3- 5A(3) shall apply to Executive so long be operative during the Term of the Agreement except as Executive is employed by provided in the Companyfollowing sentence. In the event Executive quits or is terminated during the Term for "cause" (as defined in Paragraph 7 belowhereof), or otherwise voluntarily discontinues employment with the Company during the Term, the provisions of subparagraphs 5A (1), 5A (2), and 5A 5A(l) - (3) shall be operative for a period of ninety one hundred eighty (90180) days from the date of such termination or discontinuation of employmenttermination. In the event Executive is terminated during or after the Term without "cause" (as provided below in Paragraph 8)8 hereof), the provisions of subparagraph 5A(1), 5A(2), and 5A(3) shall apply to Executive so long terminate as Executive is receiving compensation of the date of termination of Executive's employment and the provisions of subparagraph 5A(2) and (3) shall be operative for a period of one hundred eighty (180) days from the Companydate of termination of Executive's employment. The All other obligations specified in created by the terms of this Paragraph 5A (4) 5 are of a continuing nature and shall remain in full force and effect at all times during and beyond Executive's period of employment. C. Executive expressly agrees and understands that the remedy at law for any breach by him of this Paragraph 5 will be inadequate and that the damages following from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that Employer shall be entitled to immediate injunctive relief, relief and if the Court court so permits, may obtain a temporary order restraining any threatened or further breach. Nothing contained in this Paragraph 5 shall be deemed to limit Employer's remedies at law or in equity for any breach by Executive of the provisions of this Paragraph 5 that may be pursued or availed of by Employer. Any covenant on Executive's part contained hereinabove which may not be specifically enforceable shall nevertheless, if breached, give rise to a cause of action for monetary damages. D. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Employer under this Paragraph 5 5, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to Employer, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of Employer and do not confer a benefit upon Employer disproportionate to the detriment to Executive. E. For the purposes of this Paragraph 5, the term "Employer" shall be deemed to include any of Employer's parents, subsidiaries, affiliates, successors or assigns. F. If any of the covenants contained in this Paragraph 5 are determined by a final judgment of a court of competent jurisdiction to be unenforceable or invalid because of the geographic scope or time duration of such restrictions, such provisions will be deemed retroactively modified to provide for the maximum geographic scope and time duration that would make such provisions enforceable and valid. However, no such retroactive modification will affect any of Employer's rights hereunder arising out of the breach of any such covenant, including without limitation, Employer's right to terminate this Agreement without further liability to Executive. The parties hereby authorize a court of competent jurisdiction to reform this Agreement to give effect to the retroactive modification provisions contained in this Paragraph 5F. G. The obligations specified in Parxxxxxx 0 xxxxx xxxxxxx xxx Xxxx xxd any early termination of this Agreement.

Covenants and Confidential Information. A. Executive a. Consultant agrees that for the applicable period specified below in Paragraph 5B, he will not, directly or indirectly, do any of the following: (1) Own, manage, control, or participate whether in the ownershipcapacity of director, managementofficer, or control ofemployee, or be employed or engaged by or otherwise affiliated or associated as a consultantagent, independent contractor advisor or otherwise, individually or for, with or through any other person, firm or corporation, partnershipby equity ownership or otherwise, proprietorshipcompete with the Company and Xxxxxxxx X. Xxxxxxxxxx Canada, firm, association Inc. ("GEMC") or other any subsidiary of the Company or GEMC (collectively the "Protected Parties") with respect to the business entity, or otherwise engage conducted by the Protected Parties (the "Prohibited Business") during the Covenant Term (hereinafter defined) during the time period commencing with the Closing Date of the Stock Purchase Agreement and expiring on the fifth (5th) anniversary date of the Closing Date (the "Covenant Term") (x) in North America and (y) in any area of Central and/or South America where the Prohibited Business is conducted during the Covenant Term. The "Prohibited Business" shall include the business which is competitive with or adverse of the Company and GEMC as of the Closing Date and technological extensions, enhancements and/or improvements of such business as conducted by the Company and GEMC on the Closing Date. b. Notwithstanding the foregoing, during the Covenant Term Consultant shall be permitted to Employer's business or related interests; provided, however, that the ownership own not in excess of not more than one three percent (13%) of the stock any class of securities of any publicly traded corporation shall public company which is engaged in the Prohibited Business. c. During the Covenant Term Consultant agrees not be deemed a violation of this covenant; (2) Solicit or to induce any person who is an employee, officer, agent employee or customer officer of Employer the Protected Parties to terminate said relationship, except where such action is taken at the request of Company in the course of carrying out Consultant's duties for the Company or GEMC; (3) Employd. During the Covenant Term the Consultant agrees not to disclose or use, assist in employing, or otherwise associate in business with any employee or officer of Employer, unless authorized by the Compliance Committee; (4) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner in competition with or contrary to the interest interests of Employerthe Protected Parties, the customer lists, inventions, ideas, discoveries, manufacturing business methods, product research or engineering data research, or other trade secrets of Employerthe Protected Parties relating to the Prohibited Business, it being acknowledged by Executive that all such information regarding Employer developedthe Prohibited Businesses, compiled or obtained by or furnished to Executive while he shall have been employed by or associated with Employer is confidential information and the exclusive property of Employerthe Protected Parties; provided, however, that the foregoing restrictions shall not restrict the use or disclosure of such confidential information (i) to any government entity to the extent required by law, or (ii) which is or becomes publicly known and available through no wrongful act of Consultant, or (iii) in the course of carrying out Consultant's duties for the Company or GEMC. B. The provisions of subparagraphs 5A (1), 5A (2) and 5A (3) shall apply to Executive so long as Executive e. It is employed by the Company. In the event Executive is terminated during the Term for "cause" (as defined in Paragraph 7 below), or otherwise voluntarily discontinues employment with the Company during the Term, the provisions of subparagraphs 5A (1), 5A (2), and 5A (3) shall be operative for a period of ninety (90) days from the date of such termination or discontinuation of employment. In the event Executive is terminated during or after the Term without "cause" (as provided below in Paragraph 8), the provisions of 5A(1), 5A(2), and 5A(3) shall apply to Executive so long as Executive is receiving compensation from the Company. The obligations specified in Paragraph 5A (4) are of a continuing nature and shall remain in full force and effect at all times during and beyond Executive's period of employment. C. Executive expressly agrees and understands that the remedy at law for any breach of this Paragraph 5 will be inadequate and that the damages following from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that Employer shall be entitled to immediate injunctive relief, and if the Court so permits, may obtain a temporary order restraining any threatened or further breach. Nothing contained in this Paragraph 5 shall be deemed to limit Employer's remedies at law or in equity for any breach by Executive intention of the provisions of this Paragraph 5 parties that may be pursued or availed of by Employer. Any covenant on Executive's part contained hereinabove which may not be specifically enforceable shall nevertheless, if breached, give rise to a cause of action for monetary damages. D. Executive has carefully considered the nature and extent any of the restrictions upon him or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the rights and remedies conferred upon Employer under this Paragraph 5 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise extent such provision would be unfair to Employervalid or enforceable under applicable law, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of Employer and do not confer a benefit upon Employer disproportionate to the detriment to Executive. E. For the purposes of this Paragraph 5, the term "Employer" shall be deemed to include any of Employer's parents, subsidiaries, affiliates, successors or assigns. F. If any of the covenants contained in this Paragraph 5 are determined by final judgment of a court of competent jurisdiction shall construe and interpret or reform this Section 5 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be unenforceable valid and enforceable under such applicable law. Consultant acknowledges that any breach of the terms, conditions or invalid covenants set forth in this Section 5 may cause irreparable damage to the Protected Parties because of the geographic scope or time duration special, unique, unusual and extraordinary character of such restrictionstheir business and the Protected Parties' recovery of damages at law will not be an adequate remedy. Accordingly, such provisions will be deemed retroactively modified to provide Consultant agrees that for the maximum geographic scope and time duration that would make such provisions enforceable and valid. However, no such retroactive modification will affect any of Employer's rights hereunder arising out breach of the breach of any such covenantterms, including without limitation, Employer's right to terminate this Agreement without further liability to Executive. The parties hereby authorize a court of competent jurisdiction to reform this Agreement to give effect to the retroactive modification provisions contained in this Paragraph 5F. G. The obligations specified in Parxxxxxx 0 xxxxx xxxxxxx xxx Xxxx xxd any early termination covenants or agreements of this AgreementSection 5, a restraining order or an injunction or both may be issued against such person, in addition to any other rights or remedies the Protected Parties may have.

Covenants and Confidential Information. A. Executive (a) Employee agrees that for the applicable period specified below in Paragraph 5Bbelow, he will not, directly or indirectly, do any of the following: (1i) OwnBe engaged as a partner, manageofficer, controldirector, employee, shareholder or consultant by any entity (other than Hilton Hotels Corporation, Continuecare Corporation and Holmes Place, P.L.C.) which is engaged in the operation of health or fitness clubs within five (5) miles of any facility which (on the date Employee ceases to be employed hereunder) is owned, managed or under development to be owned or managed by Employer, its subsidiaries, affiliates and/or its successors and assigns, or participate in the ownership, management, or control of, or be employed or engaged is owned by or otherwise affiliated or associated as a consultant, independent contractor or otherwise, with any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business which is competitive with or adverse to Employer's business or related interestsfranchisee of Employer ("Facility"); provided, however, that the ownership of not more than one percent (1%) of the stock of any publicly in a publicly-traded corporation shall not be deemed a violation violative of this covenantSection 6(a)(i); (2ii) Solicit or induce Induce any person who is an employee, officer, agent or customer officer of Employer to terminate said relationship; (3) Employrelationship or employ, or assist in employing, employing or otherwise associate in business with any officer or employee or officer of Employer, unless authorized by Employer who held such position within three (3) months before the Compliance Committeetermination of Employee's employment hereunder; (4iii) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner manner, in competition with with, or contrary to the interest interests of Employer, the customer lists, inventions, ideas, discoveries, manufacturing methods, product research or engineering data or other trade secrets of Employer, it being acknowledged by Executive Employee that all such information regarding the business of Employer developed, compiled or obtained by by, or furnished to Executive to, Employee while he shall have been employed by or associated with Employer is confidential information and the exclusive property of Employer. B. (b) The provisions of subparagraphs 5A (1Sections 6(a)(i), 5A (26(a)(ii) and 5A (36(a)(iii) shall apply to Executive so long be operative during the Term hereof except as Executive is employed by the Company. hereafter provided in this Section 6(b). (i) In the event Executive is terminated during the Term for of a "causeChange in Control" (as defined in Paragraph 7 belowSection 9 (c), or otherwise voluntarily discontinues employment with the Company during the Term, the provisions of subparagraphs 5A (1), 5A (2), Sections 6(a)(i) and 5A (36(a))(ii) shall be operative for a period only so long as the Employee remains an employee of ninety Employer. (90ii) days from the date of such termination or discontinuation of employment. In the event Executive of a Change in Control the provisions of Section 6(a)(iii) shall be operative until such time as the information becomes public knowledge other than through the act of Employee. (iii) In the event Employee is terminated during or after the Term without for "causeCause" (as provided below defined in Paragraph 8)Section 8(a)), the provisions of 5A(1), 5A(2), Section 6(a)(i) and 5A(36(a)(ii) shall apply to Executive so long as Executive is receiving compensation from be operative during the Company. The obligations specified in Paragraph 5A (4) are of a continuing nature and shall remain in full force and effect at all times during and beyond Executive's period of employment. C. Executive expressly agrees and understands that the remedy at law for any breach Terms of this Paragraph 5 will be inadequate Agreement and that the damages following from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that Employer shall be entitled to immediate injunctive relief, and if the Court so permits, may obtain a temporary order restraining any threatened or further breach. Nothing contained in this Paragraph 5 shall be deemed to limit Employer's remedies at law or in equity for any breach by Executive of the provisions of this Paragraph 5 that may be pursued or availed of by Employer. Any covenant on Executive's part contained hereinabove which may not be specifically enforceable shall nevertheless, if breached, give rise to a cause of action for monetary damagesone (1) additional year. D. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Employer under this Paragraph 5 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to Employer, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of Employer and do not confer a benefit upon Employer disproportionate to the detriment to Executive. E. For the purposes of this Paragraph 5, the term "Employer" shall be deemed to include any of Employer's parents, subsidiaries, affiliates, successors or assigns. F. If any of the covenants contained in this Paragraph 5 are determined by final judgment of a court of competent jurisdiction to be unenforceable or invalid because of the geographic scope or time duration of such restrictions, such provisions will be deemed retroactively modified to provide for the maximum geographic scope and time duration that would make such provisions enforceable and valid. However, no such retroactive modification will affect any of Employer's rights hereunder arising out of the breach of any such covenant, including without limitation, Employer's right to terminate this Agreement without further liability to Executive. The parties hereby authorize a court of competent jurisdiction to reform this Agreement to give effect to the retroactive modification provisions contained in this Paragraph 5F. G. The obligations specified in Parxxxxxx 0 xxxxx xxxxxxx xxx Xxxx xxd any early termination of this Agreement.

Covenants and Confidential Information. A. (a) The Executive agrees that acknowledges the Company's reliance and expectation of the Executive's continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company, during the term of this Employment Agreement, and for a period of 180 days thereafter if the applicable period specified below in Paragraph 5BCompany terminates this Employment Agreement under subparagraph 4(a) (ii) or the Executive terminates this Employment Agreement other than under subparagraph 2(c) and with less than 180 days notice (and, he will as to clause (ii) of this subparagraph (a), at any time during and after the term of this Employment Agreement), the Executive shall not, directly or indirectly, do any or suffer either of the following: (1i) Own, manage, control, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwiseotherwise with, with any other corporation, partnership, proprietorship, limited liability company, firm, association or other business entityentity engaged in the business of, or otherwise engage in any the business which is competitive with of, acquiring, owning or adverse to Employer's business or related interests; provideddeveloping hotel properties, however, except that the ownership of Executive may (A) own not more than one percent (1%) of the stock any class of publicly traded securities of any publicly traded corporation shall entity, and own interests in the Company and in Boykxx Xxxel Properties, L.P. (the "Partnership"), subject only to any restriction imposed by any agreement or instrument other than this Agreement, (B) have such an interest in, or participation, employment, engagement, affiliation, association or relationship with, any entity that manages hotel properties, so long as that entity is not be deemed a violation engaged in the business of acquiring, owning or developing hotel properties, (C) after the term of this covenant;Employment Agreement, develop, own or manage any hotel property so long as that property does not compete with any hotel property owned by or leased to the Company or the Partnership, and (D) after the term of this Employment Agreement, conduct business as a broker of hotel properties; or (2) Solicit or induce any person who is an employee, officer, agent or customer of Employer to terminate said relationship; (3) Employ, assist in employing, or otherwise associate in business with any employee or officer of Employer, unless authorized by the Compliance Committee; (4ii) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner manner, in competition with with, or contrary to the interest of Employerinterests of, the customer listsCompany, inventionsany confidential information relating to the Company's operations, ideas, discoveries, manufacturing methods, product research properties or engineering data otherwise to its particular business or other trade secrets of Employerthe Company, it being acknowledged by the Executive that all such information regarding Employer developed, the business of the Company compiled or obtained by by, or furnished to to, the Executive while he the Executive shall have been employed by or associated with Employer the Company is confidential information and the Company's exclusive property property; provided, however, that the foregoing restrictions shall not apply to the extent that such information: (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of Employerthe breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule of law or by order of a court or governmental body or agency. B. (b) The provisions of subparagraphs 5A (1), 5A (2) and 5A (3) shall apply to Executive so long as Executive is employed by the Company. In the event Executive is terminated during the Term for "cause" (as defined in Paragraph 7 below), or otherwise voluntarily discontinues employment with the Company during the Term, the provisions of subparagraphs 5A (1), 5A (2), and 5A (3) shall be operative for a period of ninety (90) days from the date of such termination or discontinuation of employment. In the event Executive is terminated during or after the Term without "cause" (as provided below in Paragraph 8), the provisions of 5A(1), 5A(2), and 5A(3) shall apply to Executive so long as Executive is receiving compensation from the Company. The obligations specified in Paragraph 5A (4) are of a continuing nature and shall remain in full force and effect at all times during and beyond Executive's period of employment. C. Executive expressly agrees and understands that the remedy at law for any breach by him of this Paragraph 5 will be inadequate and that the damages following from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that Employer shall be entitled to immediate injunctive relief, and if the Court so permits, may obtain a temporary order restraining any threatened or further breach. Nothing contained in this Paragraph 5 shall be deemed to limit Employer's remedies at law or in equity for any breach by Executive of the provisions of this Paragraph 5 that may be pursued or availed of by Employer. Any covenant on Executive's part contained hereinabove which may not be specifically enforceable shall nevertheless, if breached, give rise to a cause of action for monetary damages. D. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Employer under this Paragraph 5 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to Employer, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of Employer and do not confer a benefit upon Employer disproportionate to the detriment to Executive. E. For the purposes of this Paragraph 5, the term "Employer" shall be deemed to include any of Employer's parents, subsidiaries, affiliates, successors or assigns. F. If any of the covenants contained in this Paragraph 5 are determined by final judgment of a court of competent jurisdiction to be unenforceable or invalid because of the geographic scope or time duration of such restrictions, such provisions will be deemed retroactively modified to provide for the maximum geographic scope and time duration that would make such provisions enforceable and valid. However, no such retroactive modification will affect any of Employer's rights hereunder arising out of the breach of any such covenant, including without limitation, Employer's right to terminate this Agreement without further liability to Executive. The parties hereby authorize a court of competent jurisdiction to reform this Agreement to give effect to the retroactive modification provisions contained in this Paragraph 5F. G. The obligations specified in Parxxxxxx 0 xxxxx xxxxxxx xxx Xxxx xxd any early termination of this Agreement.be