contractor to or for any competitor of the Company or (ii) soliciting or attempting to solicit any
client, customer or other person either directly or indirectly, to direct his or its purchase of
the Companys products and/or services to any person, firm, corporation, institution or other
entity in competition with the business of the Company. Executives duties under this Article VII
shall survive termination of Executives employment with the Company and the termination of this
8.1 Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon
the earlier of personal delivery (including personal delivery by facsimile) or the third day after
mailing by first class mail, to the Company at its primary office location and to Executive at
Executives address as listed on the Company payroll.
8.2 Severability. Whenever possible, each provision of this Agreement will 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, such invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained
8.3 Waiver. If either party should waive any breach of any provisions of this Agreement, they
shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any
other provision of this Agreement.
8.4 Complete Agreement. This Agreement and the documents and agreements referenced herein
constitute the entire agreement between Executive and the Company and is the complete, final, and
exclusive embodiment of their agreement with regard to the subject matter contained herein and
therein and supersede all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee or representative
of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter
contained herein, including without limitation, that certain offer letter, dated as of ,
between Executive and the Company. This Agreement is entered into without reliance on any promise
or representation other than those expressly contained herein or therein, and cannot be modified or
amended except in a writing signed by an appropriate officer of the Company and Executive.
8.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need
not contain signatures of more than one party, but all of which taken together will constitute one
and the same Agreement.
8.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not
be deemed to constitute a part hereof nor to affect the meaning thereof.