Common use of Reasonableness of Covenants Clause in Contracts

Reasonableness of Covenants. In signing this Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 hereof. The Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereof, the Participant will provide a copy of Section 11 of this Agreement to such entity. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11, and that the Participant will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Participant challenges the reasonableness or enforceability of any of the provisions of this Section 11. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Participant’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 11.

Reasonableness of Covenants. In signing this Agreement, the Participant Employee gives the Company assurance that the Participant Employee has carefully read and considered all of the terms and conditions of this Agreement, including including, without limitation, the restraints imposed under this Section 11 hereof10. The Participant Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to of subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Employee from obtaining other suitable employment during the period in which the Participant Employee is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereof, the Participant will provide a copy of Section 11 of this Agreement to such entity. The Participant Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Participant Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Employee further covenants that the Participant Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 1110, and that the Participant Employee will reimburse the Company and its affiliates for all costs (including including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 10 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Participant Employee challenges the reasonableness or enforceability of any of the provisions of this Section 1110. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the ParticipantEmployee’s obligations to that affiliate under this Agreement, including including, without limitation limitation, pursuant to this Section 1110.

Reasonableness of Covenants. In signing this Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 hereof. The Exhibit A. Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company Xxxxxxx Companies and its their affiliates and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereof, the Participant will provide a copy of Section 11 of this Agreement to such entity. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Xxxxxxx Companies and its their affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11Exhibit A, and that the Participant will reimburse the Company and its affiliates Xxxxxxx Companies for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 Exhibit A if either the any Xxxxxxx Company and/or its or any of their affiliates prevails on any material issue involved in such dispute or if the Participant challenges the reasonableness or enforceability of any of the provisions of this Section 11. Exhibit A. It is also agreed that each of the Company’s affiliates Xxxxxxx Company will have the right to enforce all of the Participant’s obligations to that affiliate such person or entity under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 11.Exhibit A.

Reasonableness of Covenants. In signing this Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 12 hereof. The Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a12(a) hereof, the Participant will provide a copy of Section 11 12 of this Agreement to such entity. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 1112, and that the Participant will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 12 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Participant challenges the reasonableness or enforceability of any of the provisions of this Section 1112. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Participant’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 1112.

Reasonableness of Covenants. In signing this Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 8 hereof. The Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Subsidiaries and Affiliates and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a8(b) hereof, the Participant will provide a copy of Section 11 8 of this Agreement to such entity, and the Company shall be entitled to share a copy of Section 8 of this Agreement to such entity or any other entity to which the Participant performs services. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Subsidiaries and Affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11, and that the Participant will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Participant challenges the reasonableness or enforceability of any of the provisions of this Section 118. It is also agreed that each of the Company’s affiliates Subsidiaries and Affiliates will have the right to enforce all of the Participant’s obligations to that affiliate Subsidiary or Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 118.

Reasonableness of Covenants. In signing this Agreement, the Participant Executive gives the Company assurance that the Participant Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 9 hereof. The Participant Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company Group and its affiliates trade secrets and their Confidential Information confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Executive from obtaining other suitable employment during the period in which the Participant Executive is bound by the restraints. The Participant Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant Executive is subject to the constraints in Section 11(a9(b) hereof, the Participant Executive will provide a copy of this Agreement (including, without limitation, this Section 11 9) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 9) to such entityentity or any other entity to which the Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Agreement. The Participant Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Group and that the Participant Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Executive further covenants that the Participant Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 119, and that the Participant Executive will reimburse the Company and its affiliates Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 9 if either any member of the Company and/or its affiliates Group prevails on any material issue involved in such dispute or if the Participant Executive challenges the reasonableness or enforceability of any of the provisions of this Section 119. It is also agreed that each member of the Company’s affiliates Company Group will have the right to enforce all of the ParticipantExecutive’s obligations to that affiliate member under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 119.

Reasonableness of Covenants. In signing this Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 hereof. The Exhibit B. Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company Xxxxxxx Companies and its their affiliates and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereof, the Participant will provide a copy of Section 11 of this Agreement to such entity. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Xxxxxxx Companies and its their affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11Exhibit B, and that the Participant will reimburse the Company and its affiliates Xxxxxxx Companies for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 Exhibit B if either the any Xxxxxxx Company and/or its or any of their affiliates prevails on any material issue involved in such dispute or if the Participant challenges the reasonableness or enforceability of any of the provisions of this Section 11. Exhibit B. It is also agreed that each of the Company’s affiliates Xxxxxxx Company will have the right to enforce all of the Participant’s obligations to that affiliate such person or entity under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 11.Exhibit B.

Reasonableness of Covenants. In signing this Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 8 hereof. The Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Subsidiaries and Affiliates and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a8(b) hereof, the Participant will provide a copy of Section 11 8 of this Agreement to such entity, and the Company shall be entitled to share a copy of Section 8 of this Agreement to such entity or any other entity to which the Participant performs services. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Subsidiaries and Affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not hot challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11, and that the Participant will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Participant challenges the reasonableness or enforceability of any of the provisions of this Section 118. It is also agreed that each of the Company’s affiliates Subsidiaries and Affiliates will have the right to enforce all of the Participant’s obligations to that affiliate Subsidiary or Affiliate under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 118.

Reasonableness of Covenants. In signing this Agreement, the Participant Executive gives the Company assurance that the Participant Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 hereof8, and has had the opportunity to review its provisions with any advisors as the Executive considered necessary. The Participant Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates trade secrets and their Confidential Information confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Executive from obtaining other suitable employment during the period in which the Participant Executive is bound by the restraints. The Participant Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant Executive is subject to the constraints in Section 11(a) 8, hereof, the Participant Executive will provide a copy of this Section 11 of this Agreement 8 to such entity, and the Company shall be entitled to share a copy of this Section 8) with such entity or any other entity to which the Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Section 8. The Participant Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Participant Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Executive further covenants that the Participant Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 118, and that the Participant Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 8 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Participant Executive challenges the reasonableness or enforceability of any of the provisions of this Section 11. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Participant’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 118.

Reasonableness of Covenants. In signing this Agreement, the Participant Executive gives the Company assurance that the Participant Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 hereof. The Participant Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Executive from obtaining other suitable employment during the period in which the Participant Executive is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereof, the Participant will provide a copy of Section 11 of this Agreement to such entity. The Participant Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Participant Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Executive further covenants that the Participant Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11, and that the Participant Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Participant Executive challenges the reasonableness or enforceability of any of the provisions of this Section 11. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the ParticipantExecutive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 11. The Executive acknowledges that the Executive has the right to consult with counsel prior to signing this Agreement and that the Executive has had an opportunity to do so. The Executive further acknowledges that the Executive has been given at least ten (10) business days to consider whether to sign this Agreement.

Reasonableness of Covenants. In signing this Agreement, the Participant Employee gives the Company assurance that the Participant Employee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 10 hereof. The Participant Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Employee from obtaining other suitable employment during the period in which the Participant Employee is bound by the restraints. The Participant Employee agrees that, before providing services, whether as an *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. employee or consultant, to any entity during the period of time that the Participant Employee is subject to the constraints in Section 11(a10(b) hereof, the Participant Employee will provide a copy of Section 11 of this Agreement (including, without limitation, this Section 10) to such entity, and such entity shall acknowledge to the Company in writing that it has read this Agreement. The Participant Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Participant Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Employee further covenants that the Participant Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 1110, and that the Participant Employee will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 10 if either the Company and/or or its affiliates prevails on any material issue involved in such dispute or if the Participant Employee challenges the reasonableness or enforceability of any of the provisions of this Section 1110. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the ParticipantEmployee’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 1110.

Reasonableness of Covenants. In signing this Agreement, the Participant Executive gives the Company assurance that the Participant Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 8 hereof. The Participant Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Group and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Executive from obtaining other suitable employment during the period in which the Participant Executive is bound by the restraints. The Participant Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereofRestricted Period, the Participant will Executive shall provide a copy of this Agreement (including, without limitation, this Section 11 8) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 8) with such entity or any other entity to which the Executive performs services, and such entityentity shall acknowledge to the Company in writing that it has read this Agreement. The Participant Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Group and that the Participant Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Executive further covenants that the Participant will Executive shall not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 118, and that the Participant will Executive shall reimburse the Company and its affiliates Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 8 if either any member of the Company and/or its affiliates Group prevails on any material issue involved in such dispute or if the Participant Executive challenges the reasonableness or enforceability of any of the provisions of this Section 118. It is also agreed that each member of the Company’s affiliates will Company Group shall have the right to enforce all of the ParticipantExecutive’s obligations to that affiliate such Member under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 118.

Reasonableness of Covenants. In signing this Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 hereof. The Exhibit A. Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Carvana Companies and their Confidential Information Affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by the restraints. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereof, the Participant will provide a copy of Section 11 of this Agreement to such entity. The Participant acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Carvana Companies and its affiliates their Affiliates and that the Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11Exhibit A, and that the Participant will reimburse the Company and its affiliates Carvana Companies for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 Exhibit A if either the any Carvana Company and/or its affiliates or any of their Affiliates prevails on any material issue involved in such dispute or if the Participant challenges challenge the reasonableness or enforceability of any of the provisions of this Section 11. Exhibit A. It is also agreed that each of the Company’s affiliates Carvana Company and its Affiliates will have the right to enforce all of the Participant’s obligations to that affiliate such Person under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 11.Exhibit A.

Reasonableness of Covenants. In signing this Agreement, the Participant Employee gives the Company assurance that the Participant Employee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 10 hereof. The Participant Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Employee from obtaining other suitable employment during the period in which the Participant Employee is bound by the restraints. The Participant Employee agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant Employee is subject to the constraints in Section 11(a) 10 hereof, the Participant Employee will provide a copy of Section 11 of this Agreement (including, without limitation, this Section 10) to such entity, and such entity shall acknowledge to the Company in writing that it has read this Agreement. The Participant Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Participant Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Employee further covenants that the Participant Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 1110, and that to the Participant maximum extent permitted by applicable law, the prevailing party as determined by the Court will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 10 if either the Company and/or or its affiliates prevails on any material issue involved in such dispute or if the Participant Employee challenges the reasonableness or enforceability of any of the provisions of this Section 1110. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Participant’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 11.the

Reasonableness of Covenants. In signing this Agreement, the Participant Executive gives the Company assurance that the Participant Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 hereof8, and has had the opportunity to review its provisions with any advisors as the Executive considered necessary. The Participant Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates trade secrets and their Confidential Information confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Executive from obtaining other suitable employment during the period in which the Participant Executive is bound by the restraints. The Participant Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant Executive is subject to the constraints in Section 11(a) 8, hereof, the Participant Executive will provide a copy of this Section 11 of this Agreement 8 to such entity, and the Company shall be entitled to share a copy of this Section 8 with such entity or any other entity to which the Executive performs services, and such entity shall acknowledge to the Company in writing that it has read this Section 8. The Participant Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Participant Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Executive further covenants that the Participant Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 118, and that the Participant Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 8 if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if the Participant Executive challenges the reasonableness or enforceability of any of the provisions of this Section 11. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Participant’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 118.

Reasonableness of Covenants. In signing this Agreement, the Participant Executive gives the Company assurance that the Participant Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11 8 hereof. The Participant Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates Group and their Confidential Information trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant Executive from obtaining other suitable employment during the period in which the Participant Executive is bound by the restraints. The Participant Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Participant is subject to the constraints in Section 11(a) hereofRestricted Period, the Participant will Executive shall provide a copy of this Agreement (including, without limitation, this Section 11 8) to such entity, and the Company shall be entitled to share a copy of this Agreement (including, without limitation, this Section 8) with such entity or any other entity to which the Executive performs services, and such entity. entity shall acknowledge to the Company in writing that it has read this Agreement The Participant Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates Group and that the Participant Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant Executive further covenants that the Participant will Executive shall not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 118, and that the Participant will Executive shall reimburse the Company and its affiliates Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 11 8 if either any member of the Company and/or its affiliates Group prevails on any material issue involved in such dispute or if the Participant Executive challenges the reasonableness or enforceability of any of the provisions of this Section 118. It is also agreed that each member of the Company’s affiliates will Company Group shall have the right to enforce all of the ParticipantExecutive’s obligations to that affiliate such Member under this AgreementAgreement and shall be third party beneficiaries hereunder, including without limitation pursuant to this Section 118.